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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, November 30, 2023, Vol. 24, No. 240

                           Headlines



A U S T R I A

INNIO GROUP: S&P Upgrades ICR to 'B+' on Improved Credit Metrics
SIGNA GROUP: Files for Insolvency Following Financial Woes


G E O R G I A

SILKNET JSC: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


G E R M A N Y

SCHOEN KLINIK: Moody's Assigns 'B2' CFR, Outlook Positive


I R E L A N D

EIRCOM HOLDINGS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


I T A L Y

BRIGNOLE CO 2021: Fitch Hikes Rating on Class E Notes to 'BBsf'
LOTTOMATICA SPA: Moody's Rates New EUR500MM Secured Notes 'Ba3'


N E T H E R L A N D S

NETHERLANDS: More Businesses Seek Help for Financial Problems


S W I T Z E R L A N D

CLARIANT AG: Moody's Affirms 'Ba1' CFR, Outlook Remains Positive


T U R K E Y

TAV HAVALIMANLARI: Fitch Assigns 'BB(EXP)' IDR, Outlook Stable


U N I T E D   K I N G D O M

AVIANCA GROUP: Moody's Ups CFR & $1.7BB Sr. Sec. Notes Rating to B2
INDIVIOR PLC: S&P Upgrades ICR to 'B+' on Litigation Settlement
MAGNUS GROUP: HFS to Acquire Warehousing Operation
PRAESIDIAD GROUP: S&P Cuts ICR and Sr. Sec. Notes Rating to 'D'
STONEYWOOD: Five Former Workers Win Legal Action Over Redundancy

TOGETHER ASSET 2023-CRE-1: S&P Assigns 'BB+' Rating to X-Dfrd Notes
TORO PRIVATE I: S&P Downgrades Long-Term ICR to 'CCC-', Outlook Neg
WILKO LTD: Owner Did Not Have Enough Assets to Fill Pension Hole

                           - - - - -


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A U S T R I A
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INNIO GROUP: S&P Upgrades ICR to 'B+' on Improved Credit Metrics
----------------------------------------------------------------
S&P Global Ratings raised to 'B+' from 'B' its long-term issuer
credit rating on Austria-based distributed power provider INNIO
Group Holding GmbH (INNIO) and its issue rating on the senior
secured debt. The recovery rating on the senior secured debt
remains unchanged at '3' (50%-70%; rounded estimate: 60%, versus
50% in our previous review).

The stable outlook reflects S&P's expectation that INNIO will
continue to deleverage toward 5x, with an S&P Global
Ratings-adjusted funds from operations (FFO) cash interest coverage
ratio of about 2.5x and S&P Global Ratings-adjusted EBITDA margins
of more than 18%.

INNIO will exhibit a robust organic operating performance in 2023
and 2024, supported by a strong momentum in the oil and gas
industry, decarbonization requirements, and rolling bolt-on
acquisitions. INNIO posted strong operating performance in the
third quarter of 2023. Revenues increased by about 19% to EUR1,852
million over the past 12 months, driven by a strong momentum in the
oil and gas sector, decarbonization requirements, and the energy
transition. S&P said, "Considering the September 2023 order backlog
of about EUR3.2 billion, which is about twice as high as 2022
revenues, we expect revenues will continue to grow in the fourth
quarter of 2023. We project an increase in revenue of about 13% in
2023, 5% in 2024, and 7% in 2025. We also expect the acquisition of
Northeast-Western Energy Systems (NES-WES), one of the leading
distributors for Jenbacher solutions, in October 2023 will
strengthen INNIO's position in North America."

S&P said, "We expect that INNIO's credit metrics will strengthen
over the next 12 months and that the group will generate positive
FOCF, which could reduce leverage further. Adjusted EBITDA margins
should reach 19%-20% over 2023-2024, based on INNIO's ability to
pass on price inflation, the reduction of third-party involvements
by insourcing value-added tasks, supply chain improvements in the
form of digitalization and automation, and the service segment's
increasing revenue contribution. We expect the group will benefit
from higher volumes in both the equipment and service segments. The
improved nominal EBITDA will translate into lower leverage of 6x-5x
over 2023-2024 and trend toward 4.5x in 2025. Our adjusted debt
figure in 2023 mainly include the EUR1,302 million first-lien term
loan B (TLB)--which comprises a EUR980 million TLB and the EUR322
million add-on TLB--the $381 million TLB, about EUR140 million in
factoring, EUR35 million in pension payments, and reported lease
liabilities, which we forecast will be about EUR142 million in
2023. Given INNIO is owned by a financial sponsor, we do not net
cash and short-term investments over debt, according to our
criteria. We expect that INNIO will continue to generate FOCF of
about EUR80 million in 2023 and more than EUR100 million annually
over 2024-2025."

INNIO addresses its maturities early and aims to extend the
maturity dates of all its facilities by three years. The group aims
to extend its EUR1,302 million first-lien TLB and $381 million TLB
to November 2028, from November 2025, and aims to extend its $225
million revolving credit facility (RCF) and $120 million guarantee
line to May 2028, from July 2025. The A&E transaction has not
increased INNIO's gross debt and is leverage neutral. At the same
time, we understand that the group will use EUR150 million of the
cash balance to pay a dividend to its owners. The remaining roughly
EUR80 million will stay on the balance sheet, providing the group
with a high degree of financial flexibility and enabling it to fund
organic and inorganic growth opportunities. Although margins will
increase to about 125 basis points (bps) for the new TLB, 50 bps
for the EUR tranche of the EUR1,302 million first-lien TLB, and 150
bps for the USD tranche, the effect on credit metrics is limited.
S&P forecasts INNIO's FFO to cash interest will remain comfortably
above 2.0x, with 2.5x in 2023, 2.7x in 2024, and close to 3x in
2025.

Liquidity remains comfortable. INNIO's accessible cash balance of
about EUR293 million at the end of September 2023, the available,
undrawn $225 million RCF, and the group's ability to generate FOCF
of more than EUR100 million annually support its liquidity.
Additionally, the A&E transaction means that the group will not
face any material maturities until 2028. The RCF has a springing
maintenance covenant set at 9x net senior secured debt to EBITDA,
which we do not expect to be met in S&P's base-case scenario.

S&P said, "We believe the hydrogen business is still at an early
stage but could be a growth driver over the longer term. INNIO is
well placed to benefit from growth in the hydrogen market as it
develops and sells 100% hyrogen-ready engines. The group invests in
research and development (R&D) and targets to reach 100% hydrogen
capability by 2025 for all relevant engine types. We expect INNIO's
hydrogen activities will increase its revenues and strengthen its
leading position as a provider of hydrogen engines. However,
hydrogen will not become available at a competitive price over the
medium term.

"The stable outlook reflects our expectations of a stabilizing
financial and operational performance, stemming from INNIO's solid
order book, the cost saving measures it has implemented, and the
high share of high-margin service revenues over the next 12 months.
We also incorporate our expectations of positive FOCF generation
and an FFO cash interest coverage ratio of about 2.5x over the next
12 months and a more conservative financial policy that will reduce
leverage below 5.5x on a sustainable basis."

S&P could lower the rating if INNIO does not increase its revenues
or EBITDA margins as it expects, resulting in debt to EBITDA of
more than 5.5x, without any prospect of a short-term recovery or an
FFO cash interest ratio of less than about 2.5x. This could occur
if:

-- Debt increases to a level that S&P would consider reflects an
aggressive financial policy;

-- Margins and volumes in the service business deteriorate;

-- The order intake declines materially; or

-- INNIO is unable to pass on cost inflation.

S&P could lower the rating if INNIO's operating and financial
performance falls short of its expectations and if the group:

-- Is unable to generate meaningful FOCF over the next 12-18
months;

-- Fails to post EBITDA margins of more than 18%;

-- Faces deteriorating liquidity; and

-- Distributes debt-financed shareholder returns.

Rating upside is limited over the next 12 months, owing to INNIO's
high leverage and financial-sponsor ownership. Over the long term,
an upgrade could materialize if the group deleverages
significantly, leading to FFO to debt above 20% and adjusted debt
to EBITDA below 4x on a continuous basis, supported by a more
conservative financial policy.


SIGNA GROUP: Files for Insolvency Following Financial Woes
----------------------------------------------------------
Adam Mawardi at The Telegraph reports that Selfridges shareholder
Signa has filed for insolvency just weeks after the business was
plunged into financial turmoil.

Rene Benko's retail and property empire was toppled by a cash
crunch on Nov. 29 after a Vienna court declared the business
insolvent, The Telegraph relates.

The development will raise questions over Signa's minority
shareholding in Selfridges after it recently gave up control to
Thailand's Central Group, The Telegraph states.

According to The Telegraph, in a statement on Nov. 27, the company
said: "Despite considerable efforts in recent weeks, the necessary
liquidity for an out-of-court restructuring could not be
sufficiently secured, so Signa Holding GmbH is applying for
restructuring proceedings with self-administration."

The insolvency will see Signa become one of the most prominent
casualties of the European property crisis after it was hit by
rising borrowing costs and falling property valuations, The
Telegraph discloses.

In a statement shared on Nov. 29, Signa said its retail investments
"did not bring the expected success" amid economic pressures in
Europe, The Telegraph notes.

The heavily indebted group also cited a "negative impact on
business development in the real estate sector in recent months",
The Telegraph relates.

Restructuring experts have been scrambling to raise funds for Signa
in recent weeks, which previously said it would unveil its
restructuring strategy by the end of the month, The Telegraph
recounts.

According to The Telegraph, Signa on Nov. 29 said: "The aim is to
continue business operations within the framework of
self-administration and the sustainable restructuring of the
company."

The European property developer, which also has stakes in the
Chrysler Building in New York and Berlin's KaDeWe luxury department
store, was founded by Mr. Benko in 2000.

However, he was ousted by shareholders earlier this month, The
Telegraph relays.

The announcement will alarm several European banks potentially
caught in Signa's fallout, The Telegraph notes.




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G E O R G I A
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SILKNET JSC: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Silknet JSC's Long-Term Issuer Default
Rating (IDR) at 'B+' with a Stable Outlook. Fitch has also affirmed
the 'BB-/RR3' rating on Silknet's senior unsecured debt, including
the USD300 million senior unsecured notes.

The ratings reflect Silknet's stable market position as a strong
number two telecoms operator, low leverage that no longer
constrains the rating and improved free cash flow (FCF) generation
supported by the positive macroeconomic developments and outlook in
Georgia.

However, the company's small absolute size and high FX exposure is
a weakness, while a record of related-party transactions entails
higher credit risk than suggested by the company's comfortable
operating and financial profile.

KEY RATING DRIVERS

Stable Market Positions: Fitch expects Silknet to broadly sustain
its strong market positions as the second-largest telecoms operator
in Georgia. The overall market is likely to remain stable as
Cellfie, the smaller third-largest operator, has been losing its
market share despite significantly more aggressive pricing than the
two leading operators. Silknet's revenue market shares were 35% in
mobile and 37% in fixed-line broadband in 2Q23.

Slower Growth Likely: Fitch believes the company is likely to
maintain strong profitability, with EBITDA margins above 50%, even
if it is facing slower growth in a lower inflation environment.
Strong double-digit revenue growth in 2022-2023 was to a large
extent driven by multiple price increases. Tariff revisions are
less likely in a more stable macro-economic environment.

5G Strategic Uncertainty: Silknet is facing strategic 5G
uncertainty following its decision to not participate in the 5G
spectrum auction in August 2023. The largest Georgian operator,
Magticom, also did not take part in this auction, with only Cellfie
obtaining licenses. 5G is not a significant service differentiator
at this stage in Georgia and Silknet has a significant spectrum
portfolio that may be repurposed for 5G.

However, the lack of dedicated 5G spectrum may become a longer-term
strategic deficiency unless an industry truce on spectrum
allocation is achieved. Cellfie becoming a 5G operator and
wholesaling its capacity to other operators may have significant
implications for the market structure.

Evolving Regulation: Changes in the regulatory environment in
Georgia may have an impact on Silknet by increasing competition.
The telecommunications regulator GNCC initiated a wide review of
Mobile Virtual Network Operator (MVNO) rules and wholesale
fixed-network access. While the industry benefits from the current
freeze on MVNO access (it was adopted in 2019 but enactment has
been postponed until June 2024), this may change following the
review. Following a review in 2021, pricing regulation is
unchanged, with full flexibility to change tariffs as necessary.

Low Leverage: Silknet has low leverage (Fitch expects 1.5x net
debt/EBITDA at end-2023) that is likely to be sustainable assuming
no dramatic foreign currency-exchange (FX) changes, in its view.
The company may explore business opportunities adjacent to its
current business model, such as providing security IT solutions or
developing an online video platform, but Fitch believes the overall
M&A risk is low.

High FX Mismatch: Silknet has high FX exposure, which makes its
leverage sensitive to changes in the lari exchange rate. All of its
post-refinancing debt and close to 80% of its capex are
foreign-currency-denominated, while most of its revenue is in local
currency. With hedging being almost prohibitively expensive, Fitch
does not expect the company to heavily use it other than keeping
some cash in foreign currency. Substantial FX risk is reflected in
tighter leverage thresholds relative to peers.

Strong Cash Flow: Fitch projects Silknet will maintain strong cash
flow generation supported by high, above 50% EBITDA marginality and
moderate capex requirements of close to 20% of revenues. With 4G
roll-out fully complete and fibre to the home coverage approaching
70%, the company does not have any demanding capex requirements,
propelling its pre-dividend FCF margin to above 20%.

Dominant Shareholder Influence: Silknet's ultimate parent, Silk
Road Group, can exercise significant influence on the company. This
is demonstrated by the latter bypassing formal restrictions on
dividends when it guaranteed GEL35 million of its shareholder's
loan in 2016, a land plot acquisition from a related party for
USD20 million in 2019-2020, and the USD18 million 2021 guarantee
provided to the company's parent for a put option held by one of
Silknet's shareholders. This option gives this shareholder a right
to sell its 5% equity stake to the parent company. The guarantee is
until 2032.

This influence is reflected in its ESG Relevance score of '4' for
Governance Structure. Silknet's governance is commensurate with the
'B' rating category. Its outstanding Eurobond documentation has
some restrictions on both shareholder distributions and
shareholders' access to Silknet's cash flows, which Fitch believes
offer some creditor protection. Silk Road Group does not publicly
disclose its financial results.

Improving Governance: The company is making steps to improve its
corporate governance, which may ultimately curb the dominant
influence of its controlling shareholder and ensure a more balanced
representations of other stakeholders. Silknet's board has been
expanded to eight members from seven and the number of independent
directors increased to three from two in 2023.

Higher Dividend Capacity: With low leverage and strong FCF, Silknet
has a higher capacity for shareholder distributions without
compromising its credit quality. Fitch expects the company to fully
utilise its dividend baskets allowed under the local regulation and
US dollar bond covenants. The company paid GEL54 million in 1H23,
and GEL40 million in September 2023.

DERIVATION SUMMARY

Silknet's peer group includes emerging-markets telecom operators
Kazakhtelecom JSC (BBB-/Stable), Kcell JSC (BB+/Stable), Turkcell
Iletisim Hizmetleri A.S. (B/Stable) and Turk Telekomunikasyon A.S.
(B/Stable).

Silknet benefits from its established customer franchise and the
wide network of a fixed-line telecoms incumbent, combined with a
growing mobile business similar to Kazakhtelecom's and Turk
Telecomunikasyon. However, Silknet is smaller in size, faces high
FX risks and is only the second-largest telecoms operator in
Georgia. Its corporate governance is shaped by dominant shareholder
influence.

Similar to Turkcell and Turk Telecomunikasyon, Silknet's FX risk
also results in tighter leverage thresholds for any given rating
level compared with other rated companies in the sector. Its
leverage is low and broadly comparable with all of these peers.

KEY ASSUMPTIONS

- Around 12% revenue growth in 2023, followed by low-to-mid
single-digit percentage growth in 2024-2026

- Fitch-defined EBITDA margin of 55% in 2023, declining to 53% in
2024 and 51% in 2025-2026, with content-cost amortisation treated
as an operating cash expense, reducing both EBITDA and capex

- Cash capex at 18% of revenue in 2023, rising to about 20% a year
in 2024-2026

- Dividends at GEL100 million in 2023, increasing to GEL120 million
a year in 2024-2026

- Stable GEL/USD rate at 2.7 over 2023-2026

RECOVERY ANALYSIS

Key Recovery Rating Assumptions

- The recovery analysis assumes that Silknet would be considered a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated.

- Fitch assumes USD200 million of unsecured debt outstanding at
end-2022 following buying back a portion of the USD300 million
bond.

- The GC EBITDA estimate of GEL170 million reflects Fitch's view of
a sustainable, post-reorganisation EBITDA upon which it bases the
valuation of the company

- An enterprise value/EBITDA multiple of 4.0x is used to calculate
a post-reorganisation valuation, reflecting a conservative
post-distressed valuation.

- A 10% fee for administrative claims.

- The Recovery Rating for Georgian issuers is capped at 'RR3' and,
therefore, the rating of Silknet's senior unsecured instrument is
rated one notch above the Long-Term IDR of 'B+', at 'BB-' with
expected recoveries capped at 70%.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

Strong market leadership in key segments in Georgia while
maintaining positive FCF generation, comfortable liquidity and a
record of improved corporate governance

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

EBITDA net leverage rising above 3.0x on a sustained basis without
a clear path for deleveraging in the presence of significant FX
risks

- A significant reduction in pre-dividend FCF generation driven by
competitive or regulatory challenges

- A rise in corporate-governance risks due to, among other things,
related-party transactions or up-streaming excessive distributions
to shareholders

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Silknet had a comfortable liquidity position
at end-June 2023, with GEL112 million of cash and cash equivalents
(including around GEL34 million in US Treasury bills) supported by
expected positive pre-dividend FCF averaging GEL129 million in
2023-2026. Silknet is heavily exposed to bullet refinancing risk.
Its principal debt instrument relates to a USD300 million Eurobond
(USD200 outstanding at end-June 2023) maturing in 2027.

ISSUER PROFILE

Silknet is the incumbent telecoms operator in Georgia with an
extensive backbone and last-mile infrastructure across the country,
but little fixed-line presence in the capital Tbilisi. The company
holds sustainably strong market shares well above 30% in the
mobile, fixed-broadband and pay-TV segments, but is only the
second-largest after Magticom, its key rival.

ESG CONSIDERATIONS

Silknet has an ESG Relevance score of '4' for Governance and Group
Structure reflecting the dominant majority shareholder's influence
over the company and related-party transactions. This has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt              Rating        Recovery   Prior
   -----------              ------        --------   -----
Silknet JSC           LT IDR B+  Affirmed            B+

   senior unsecured   LT     BB- Affirmed   RR3      BB-



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G E R M A N Y
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SCHOEN KLINIK: Moody's Assigns 'B2' CFR, Outlook Positive
---------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
to Schoen Klinik SE (Schon Klinik, company). At the same time,
Moody's assigned B2-PD probability of default rating and a B2
rating to the company's proposed EUR350 million senior secured term
loan B. The assigned outlook is positive.

Proceeds from the transaction will be used to refinance existing
indebtedness and pay transaction fees.

RATINGS RATIONALE

Schon Klinik's B2 CFR reflects the high leverage of 5.6x expected
in 2023 resulting from the company's past acquisitions, offset by
the company's strong positioning in the growing German hospital
market with adjacent presence in the UK. The company's favorable
focus on mental health drives above average occupation rates as
well as its private ownership that supports cost efficient
operations leading to above market profitability.

The rating furthermore takes into account the high fixed cost base
and related industry-inherent pressure on wages with necessity to
retain staff that has accelerated since the coronavirus pandemic;
regulatory risks related to reimbursement levels of treatments and
necessity to improve quality of care and staff conditions; the
limited geographic diversification; the company's opportunistic
approach to acquiring new hospitals that could delay deleveraging.
Historically shareholder distribution were made based on
performance of the business and have not had a large impact on the
stability of free cash flow generation.

Moody's expect the company to grow revenues in the mid-single
digits in percentage terms from increasing volumes and complemented
by price increases as well as the acquisition of Imland Kliniken in
the second half on 2023. Additionally, the normalization of
elective treatments following the pandemic will drive occupancy
rates in the somatic segment. Moody's expect the company to
maintain its solid profitability around 12% Moody's adjusted EBITDA
in the next 12-18 months leading to ongoing EBITDA-growth and drive
deleveraging towards 5.0x by the end of 2024.

The company's free cash flow generation is partially strained by
high interest from the newly raised debt despite the company
prudently hedging a large portion of the variable rates. Moody's
furthermore expect the company to continue to distribute dividends
to its shareholders and, thus, forecast only limited positive free
cash flow generation in the next 12-18 months.

OUTLOOK

The positive outlook reflects the expectation that the company
continues to grow its EBITDA so that Moody's adjusted leverage
moves into the required guidance range in the next 12-18 months
while its free cash flow generation remains consistently positive.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings could be upgraded if the company decreases its Moody's
adjusted debt / EBITDA sustainably below 5.5x; its Moody's adjusted
free cash flow / debt ratio remains above 2.5% sustainably,
Moody's-adjusted EBITA/interest moves towards 2.5x on a sustained
basis and it maintains an adequate liquidity at any time including
a higher buffer than historic in terms of cash on balance sheet.

The ratings could be downgraded if the company increases its
Moody's adjusted debt / EBITDA above 6.5x; its Moody's adjusted
free cash flow turns negative or its liquidity deteriorates.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance was a driver in the action. Schon Klinik's exposure to
governance risks stem from its financial policy with a high
tolerance for leverage. This weakness is to some extent offset by
the company's strong operating track record as one of the
best-in-class clinic operators in Germany in terms of quality. It
furthermore has concentrated ownership and limited independence
representation in its board.

LIQUIDITY

Schon Klinik's liquidity is adequate supported by (1) EUR58 million
of cash on balance sheet post transaction, (2) full availability
under the new contemplated revolving credit facility with ample
headroom against the maintenance and (3) positive free cash flow
generation forecasted going forward. The company has mandatory debt
repayments of EUR10 million scheduled in 2024 and 2025,
respectively.

STRUCTURAL CONSIDERATIONS

The B2 rating on the senior secured term loan B, in line with the
B2 CFR, reflect the pari passu ranking in the capital structure and
the upstream guarantees from material subsidiaries of the company.
The B2-PD probability of default rating, in line with the CFR,
reflects Moody's assumption of a 50% family recovery rate, typical
for bank debt structures with a limited or loose set of financial
covenants.

COVENANTS

Moody's has reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:

Guarantor coverage will be at least 80% of consolidated revenues or
total assets (determined in accordance with the credit agreement)
and include all companies representing 5% or more of consolidated
revenues or total assets. Security will be granted over key shares,
material bank accounts and key receivables.

Incremental facilities are permitted up to EUR159 million or 1.0x
consolidated EBITDA. Sale and leaseback transaction are permitted
up to EUR400 million and 20% of total assets as long as leverage
does not exceed 5.5x and 1/3 of proceeds are applied to
refinancing.

Unlimited pari passu debt is permitted up to a company defined
senior leverage ratio of 5.0x, and unlimited unsecured debt is
permitted up to 6.0x.

Restricted payments are permitted if total leverage is 4.0x or
lower, and restricted investments are permitted if total leverage
is below opening leverage.

Adjustments to Consolidated EBITDA include cost savings and
synergies including expenses relating to the Schon Comfort Program,
capped at 10% of consolidated EBITDA and believed to be realizable
within 18 months of the relevant event.

COMPANY PROFILE

Schoen Klinik SE, headquartered in Munich, is a leading private
hospital provider in Germany with an extended presence in the UK.
The company provides a comprehensive range of treatments in mental
health, neurology, somatic care, and rehabilitation. Established in
1985, it is primarily owned by its founding family, with a minority
stake held by private equity firm Carlyle Global Partners since
2016. Schon Klinik operates a network of 17 hospitals and employed
7,656 staff in 2022. In 2022, Schon Klinik reported revenues of
EUR983 million and an adjusted EBITDA of EUR163 million.

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.



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I R E L A N D
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EIRCOM HOLDINGS: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed eircom Holdings (Ireland) Limited's
(eir) Long-Term Issuer Default (IDR) at 'B+' with a Stable Outlook.
Fitch has also affirmed the senior secured instrument rating at
'BB-'/'RR3'.

eir's ratings reflects its market leading position as Ireland's
incumbent fixed-line operator with a fully converged product base
and the country's largest fibre to the home (FTTH) network. Rating
constraints include high leverage, EBITDA margin pressures in 2023
in a highly competitive telecom market and sustained high capex,
which limits FCF growth.

KEY RATING DRIVERS

Ample Leverage Headroom: Fitch expects Fitch-defined EBITDA in 2023
to fall to EUR561 million and consolidated EBITDA net leverage to
increase to 4.6x at end-2023 from 4.3x at end-2022. This leaves
ample headroom against its 5.0x leverage sensitivity for a
downgrade. Company-defined net leverage was 4.6x at end-3Q23, well
above its 3.5x to 4.0x target range.

The impact of recent debt paydowns is expected to be net leverage
neutral at the consolidated level as the benefits of lower gross
debt may be offset by upcoming debt maturities being refinanced at
higher interest rates. With modest EBITDA growth expected until
2026 and continued high capex and dividend payments, leverage is
expected to remain stable from 2023 to 2026, assuming no dividends
paid by Fibre Networks Ireland Limited (FibreCo).

Negative FCF to Constrain Deleveraging: Fitch expects capex to be
at the top of end of the management's guidance at around 23% of
revenues every year to 2026. This reflects the national fibre roll
out plans and ongoing investments into upgrading and densifying the
mobile network. Interest costs are expected to increase from 2023
as around 40% of the group's debt is exposed to floating rates,
which increased in 2023. Positive pre-dividend free cash flow (FCF)
margins are still expected at around 6-7% per year.

Fitch expects eir to continue to upstream excess cash flows to its
shareholders and for dividend payments to be consistently around
EUR150 million per year from 2024, which Fitch believes will lead
to negative reported FCF margins every year until 2026, which will
constrain deleveraging.

Retail Market Share Momentum: Commercial investments have been
effective at raising eir's retail market share in 2023. Retail
fixed-line and mobile subscriber market shares grew at 0.4% and
1.1%, respectively, yoy at 2Q23, with strong revenue growth across
both. Growth in the pay-TV segment through eir Vision has meant
that the proportion of customers taking three products or more was
50% at 3Q23. Higher levels of convergence in the subscriber base
increases customer stickiness due to higher switching costs and
should support good revenue visibility into 2024.

Leading Fibre Network: eir is upgrading its copper local loops to a
fibre backhaul and last-mile network. Fibre networks are cheaper to
run than copper and offer customers higher download speeds of over
1Gbps. New fibre creates opportunities for eir to upsell existing
digital subscriber line customers higher priced contracts and to
better compete with high-speed coaxial cable that is widely
available. eir has the largest fibre footprint in Ireland at over
1.1 million homes passed at 3Q23. eir plans to upgrade over 200,000
homes to FTTH per year until 2026, at which point its network
should pass around 2 million homes giving it near national
coverage.

EBITDA Margin Pressures: Fitch-defined EBITDA margins are expected
to decline in 2023 to 45.2% from 46.7% in 2022. This reflects the
impact of higher network costs, a change in business mix towards
SIM-only mobile subscriptions and higher mobile handset subsidies.
These increases were expected and are part of eir's strategy of
commercial investments to defend and increase its retail market
share in an intensely competitive telecom market. The margin impact
will be somewhat offset by 8% consumer price rises in April 2023
and the gradual decommissioning of existing copper networks to
fibre, which are cheaper to operate.

Competition for Wholesale: eir's fibre roll out is competing
against rival urban and suburban builds by Virgin Media Ireland
(VMI) and Vodafone-backed SIRO. These are gaining scale, with VMI
planning to reach 1 million homes by 2025 and SIRO 700,000 by 2026.
As competitor footprints widen, the risk of network overlap with
eir will increase. This may create greater competition in
overlapping areas for both retail and wholesale revenues at eir as
well as pricing pressure. eir's wholesale subscriptions were down
5% yoy at 2Q23. Recent announcements by VMI that Sky will join
Vodafone as a wholesale customer on its network could mean a more
challenging wholesale market in 2024.

DERIVATION SUMMARY

eir's ratings reflect its position as the leading fixed-line
operator in a competitive Irish market. Relative to its European
telecom incumbent peers, Royal KPN N.V (BBB/Stable) and BT Group
plc (BBB/Stable) eir has higher leverage, is smaller in size, has a
largely domestic focus, and a lack of leadership in the mobile
segment. Its EBITDA margin is similar to peers, but the
pre-dividend FCF margin has historically been lower due to higher
capex as a percentage of revenue.

eir is more tightly rated than 'BB-' rated European telecom peers
like Telenet Group Holding N.V (BB-/Stable) following the sale of a
49% stake in its fixed-line network, competitive pressures in
retail and wholesale markets, smaller scale, structural revenue
declines from legacy voice and high capex commitments from its
fibre build.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

- Revenue growth of between 0%-1% between 2023 and 2026

- Fitch-defined EBITDA margin to fall to 45.2% in 2023, followed by
a gradual increase to 46.7% by 2026

- Negative working capital cash flows at -0.4% of revenue every
year between 2023 and 2026

- Capex (excluding spectrum) at 23% of revenue every year between
2023 and 2026

- Dividend payments of EUR237 million in 2023 and EUR150 million
per year between 2024 and 2026

RECOVERY ANALYSIS

Key Recovery Rating Assumptions

- The recovery analysis assumes that eir would be a going-concern
(GC) in hypothetical bankruptcy scenario and that it would be
reorganised rather than liquidated

- A 10% administrative claim

- Post-reorganisation EBITDA of EUR285 million, which excludes
EBITDA from FNI

- Fitch applies a distressed enterprise value at 4.5x EBITDA

- The total amount of senior debt assumed in its analysis is EUR2.0
billion

- Recovery Ratings for senior secured debt at the holding company
assume the sale of the 50.1% equity stake in FNI for EUR250 million
proceeds included in its recovery analysis. This results in a
waterfall generated recovery computation of 69%, equal to an 'RR3'
rating. The senior secured debt is therefore rated one notch higher
than the IDR at 'BB-'

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Strengthened operating profile and competitive capability
demonstrated by stable fixed broadband market share with increasing
fibre penetration, with a return to broadly stable underlying
revenue and EBITDA

- Fitch-defined EBITDA net leverage expected to remain at or below
4.5x on a sustained basis. Fitch will also be guided by
calculations of these metrics on a proportionate consolidation
basis

- Cash flow from operations (CFO) less capex/total debt
consistently above 6%

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Fitch-defined EBITDA net leverage above 5.0x on a sustained
basis. Fitch will also be guided by calculations of these metrics
on a proportionate consolidation basis

- CFO less capex/total debt remaining below 3% on a sustained
basis, driven by lower EBITDA or higher capex

- Deterioration in the regulatory or competitive environment
leading to a material adverse change in operating trends

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: As of end-September 2023, eir had EUR97
million in cash and equivalents. eir's liquidity position is
supported by an undrawn EUR50 million revolving credit facility
and, at FNI level, by an undrawn EUR35 million revolving credit
facility and EUR200 million capex facility - of which EUR45 million
was drawn as of September 2023.

Following the financing raised at FNI in 3Q22, eir made EUR510
million of debt buybacks up until 30 September 2023. Its next
significant maturity relates to the group's EUR350 million notes
due in 2024, of which EUR102 million has been repurchased by eir.
Remaining debt maturities are spread across 2026, 2027 and 2029.

ISSUER PROFILE

eir is the incumbent telecom operator in Ireland, its sole market.
The company is the third-largest mobile operator but the leading
fixed-line operator and is rolling out its FTTH network across
Ireland.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt            Rating         Recovery   Prior
   -----------            ------         --------   -----
Eircom Finco
S.a r. l.

   senior secured   LT     BB- Affirmed    RR3      BB-

eircom Holdings
(Ireland) Limited   LT IDR B+  Affirmed             B+

eircom Finance
Designated
Activity Company

   senior secured   LT     BB- Affirmed    RR3      BB-



=========
I T A L Y
=========

BRIGNOLE CO 2021: Fitch Hikes Rating on Class E Notes to 'BBsf'
---------------------------------------------------------------
Fitch Ratings has upgraded Brignole CO 2021 S.r.l.'s class C, D and
E notes and affirmed the class A and B notes, as detailed below.

   Entity/Debt                Rating          Prior
   -----------                ------          -----
Brignole CO 2021 S.r.l.

   Class A IT0005451908   LT AAsf  Affirmed   AAsf
   Class B IT0005451916   LT AAsf  Affirmed   AAsf
   Class C IT0005451924   LT Asf   Upgrade    A-sf
   Class D IT0005451932   LT BBBsf Upgrade    BBB-sf
   Class E IT0005451940   LT BBsf  Upgrade    B+sf

TRANSACTION SUMMARY

Brignole CO 2021 is a securitisation of Italian personal loans
originated by Creditis Servizi Finanziari S.p.A. (not rated), owned
by Columbus HoldCO SARL.

KEY RATING DRIVERS

Deleveraging Drives Upgrades: Credit enhancement (CE) has increased
for all rated notes following the conclusion of the 18-month
revolving period in February 2023, when the notes started amortise
sequentially. The CE increases range from 4.2% for the class A
notes to 0.15% for the class E notes, when compared with closing.
This was the major driver of the upgrades.

Performance in Line with Expectations: Asset performance has been
in line with Fitch's expectations. As at end-August 2023, the
outstanding balance of loans more than 90 days past due was 0.5%
and cumulative defaults stood at 1.2% of the initial asset balance,
a moderate increase since the transaction's last review. Over the
past 12 months, the transaction has recorded healthy gross excess
spread (ranging between 1.8% and 4.7%), which supported the
transaction's performance. Excess spread is used to provision for
default and repaid the class X notes in July 2023, as per its
scheduled repayment plan.

Unchanged Asset Assumptions: The base case probability of default,
recovery rate, default multiples and recovery haircuts are
unchanged from the previous year's analysis. This takes into
account the transaction's performance, as well as the agency's
expectations for the unsecured consumer sector. Fitch has a
deteriorating outlook for the sector, as borrowers face a difficult
macro-economic environment and less disposable income.

Driving Interest Rates Scenario: The mismatch between the fixed
rate assets and the floating rate liabilities is mitigated by the
presence of a fix to floating swap; the SPV pays a fixed swap rate
and the swap counterparty (Natixis S.A.; A/Stable/F1) pays
one-month Euribor. In Fitch's decreasing interest rates scenarios,
the SPV's outflows under the swap include the swap rate and the
negative reference rate on the notes, which ultimately reduces the
available excess spread in the structure.

Ratings Capped at 'AAsf': The class A and B notes are rated 'AAsf',
the highest achievable rating for Italian structured finance and
covered bonds, six notches above Italy's Long-Term Issuer Default
Rating (IDR; BBB/Stable/F2).

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

Unexpected increases in the frequency of defaults or decreases in
recovery rates could produce larger losses than the base case and
could result in negative rating action on the notes. For example, a
simultaneous increase of the default base case by 25% and decrease
of the recovery base case by 25% would lead to a one-notch
downgrade for the class B, C and D notes and three notches for the
class E notes.

The 'AAsf' rated notes are sensitive to changes in Italy's
Long-Term IDR. A downgrade of Italy's IDR and the related rating
cap for Italian structured-finance transactions, currently 'AAsf',
could trigger a downgrade of these notes' ratings.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Continued performance within Fitch's expectations combined with the
build-up of credit enhancement could result in positive rating
action on the class C, D and E notes.

Unexpected decreases in the frequency of defaults or increases in
recovery rates could produce smaller losses than the base case and
could result in positive rating action. For example, a simultaneous
decrease of the default base case by 25% and increase of the
recovery base case by 25% would lead to a three-notch notch upgrade
of the class C and D notes and two-notch upgrade of the class E
notes. The same scenario would be rating neutral for the other
notes, as they are already at the highest achievable rating for
Italian structured finance transactions.

The 'AAsf' rated notes are sensitive to changes in Italy's
Long-Term IDR. An upgrade of Italy's IDR and the related rating cap
for Italian structured-finance transactions, currently 'AAsf',
could trigger an upgrade of these notes' ratings if available CE
was sufficient to compensate higher rating stresses.

DATA ADEQUACY

Brignole CO 2021 S.r.l.

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.

Prior to the transaction closing, Fitch conducted a review of a
small targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

LOTTOMATICA SPA: Moody's Rates New EUR500MM Secured Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the proposed
EUR500 million issuance to be split between new senior secured
floating rate notes due 2030 and a tap of the existing senior
secured notes due 2028, all to be issued by Lottomatica S.p.A., a
subsidiary of Lottomatica Group S.p.A. ("Lottomatica", or "the
company"), the leading gaming company in Italy.

Concurrently, Moody's affirmed the company's Ba3 corporate family
rating and Ba3-PD probability of default rating, as well as the Ba3
ratings on the EUR350 million senior secured notes due 2027, the
EUR565 million senior secured notes due 2028 and the EUR550 million
senior secured floating rate notes due 2028, all borrowed by
Lottomatica S.p.A. The outlook on both entities remains stable.

The rating action follows the company's announcement on November 2,
2023 [1] that an agreement had been made to acquire SKS365 Malta
Holdings (SKS365), a leading player in the Italian gaming industry,
for an enterprise value of EUR639 million. The transaction is
expected to close in the first half of 2024 subject to customary
competition and regulatory approvals, and will be financed with a
combination of available cash and debt, for which the company has
already secured a EUR500 million bridge loan facility. The company
estimates a 2023 enterprise value/EBITDA multiple at 8.7x  pre
synergies and 5.2x post cost synergies (calculated considering
EUR74 million of SKS365 2023 EBITDA plus EUR50 million of cost
synergies).

"Moody's have affirmed Lottomatica's Ba3 ratings following the
acquisition of SKS365 to reflect that the modest increase in
leverage will be offset by a stronger business profile," says
Kristin Yeatman, a Moody's Vice President – Senior Analyst and
lead analyst for Lottomatica.

On a pro forma basis, the company's Moody's-adjusted debt/EBITDA is
expected to peak at around 3.5x in 2023, compared with Moody's
previous forecast of 3.0x. However, leverage will quickly reduce
towards 3.0x in 2024 due mainly to the strong growth prospects of
the online segments.

RATINGS RATIONALE

The Ba3 CFR reflects Lottomatica's (1) strong business profile with
a favourable position in the gaming value chain making it resilient
to downturns; (2) good product diversification and increasing
presence in the profitable and growing online segment; (3) good
liquidity, supported by consistent strong free cash flow (FCF)
generation; and (4) proven ability to integrate large targets and
achieve synergies.

The rating remains constrained by the company's: (1)  geographical
concentration in Italy, which exposes the company to a single
regulatory and fiscal regime; (2) its exposure to concession
renewal risks and the related cash outflow which can be material,
and; (3) its presence in the mature retail gaming machine segment
with limited growth prospects, however this segment has reduced its
contribution to approximately 25% of the group's pro forma (PF)
adjusted EBITDA and provides a reliable steady cash flow.

The company performed very well in the first nine months of 2023
with continued strong organic growth in revenues and adjusted
EBITDA driven mainly by online, achieving LTM Sep-23
company-adjusted PF run-rate EBITDA of EUR572 million (PF for the
Betflag acquisition and considering Ricreativo B SpA adjusted
EBITDA contribution and run rate for the synergies for Lottomatica
B2C and Betflag) compared with EUR518 million in FY 2022 (PF for
Betflag acquisition and synergies already secured, excluding EUR6
million from Betflag). Guidance for 2023 adjusted EBITDA was
revised upwards to EUR570-590 million following strong H1 and Q3
results. The integration of Betflag is almost complete and IGT is
now fully integrated.

The acquisition of SKS365 will boost Lottomatica's leading position
in the highly profitable and rapidly growing online segment with an
increased market share in Q3 2023 of 28.3% compared with 21.2%
standalone. The enlarged group will be able to further capitalise
on the rapidly increasing penetration of online gambling in Italy
well before it reaches maturity over the next five years.
Lottomatica will also benefit from the expansion of its sports
franchise segment.

The combined group will generate more than EUR1.9 billion in
revenues in 2023 and is expected to benefit from annual run-rate
EBITDA synergies of at least EUR55 million to be fully implemented
by 2026. The company said the transaction will result in pro forma
net leverage of 2.8x pre-synergies and 2.6x post synergies at the
close of transaction, with a view to return to target steady state
leverage of 2.0x-2.5x by 2025. Prior to this announcement, the
rating agency expected Moody's-adjusted leverage to decrease to
around 3.0x in 2023 from 4.6x in 2022, and drop further to 2.7x in
2024. Now leverage is expected to reach 3.5x in 2023, and to reduce
to around 3.2x in 2024, well within the leverage thresholds for the
Ba3 rating of between 3x and 4x.

Although the acquisition is subject to execution risk, given the
company's strong track in successfully integrating previous
acquisitions such as GoldBet S.r.l., International Game Technology
PLC (IGT, except lotteries) and Betflag S.p.A, the rating agency
views this risk as low.

LIQUIDITY

Moody's expects the company's liquidity profile to be good over the
next 12-18 months supported by consolidated cash balances of around
EUR294 million as of September 30, 2023. Further liquidity is
provided by access to a fully undrawn revolving credit facility
("RCF") of EUR400 million (recently upsized from EUR350 million)
and the agency expects a healthy free cash flow of around EUR100
million in the next 12-18 months. The company's liquidity sources
can accommodate smaller bolt-on acquisitions, and there are no
significant debt maturities before 2027.

The super senior RCF documentation contains a springing financial
covenant based on senior secured net leverage set at 8.3x and
tested when the RCF is drawn by more than 40%. Moody's expect that
Lottomatica will maintain good headroom under this covenant if it
is tested.

STRUCTURAL CONSIDERATIONS

Lottomatica's Ba3-PD PDR is in line with the CFR, given the family
recovery rate assumption of 50%, which is consistent with Moody's
approach for capital structures that include a mix of bank debt and
bonds. Lottomatica S.p.A.'s senior secured notes are rated Ba3, in
line with the CFR.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to perform well in all of its segments, allowing the
company's debt/EBITDA (as adjusted by Moody's) to remain below 4x
over the next 12-18 months. It also assumes that the company will
adhere to its plan for a more conservative financial policy going
forward.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Upward pressure on the ratings could materialize if the company
establishes a track record of following more conservative
governance practices and financial policy, demonstrates that it is
able to maintain Moody's-adjusted leverage below 3.0x on a
sustainable basis, and continues to grow its EBIT margin above 20%
while exhibiting good liquidity and generating strong positive free
cash flow.

Negative pressure on the rating could occur if Lottomatica's
operating performance weakens or is hurt by a changing regulatory
and fiscal regime, including the terms of a concession renewal, or
if the company's financial profile weakens such that
Moody's-adjusted leverage increases sustainably to above 4.0x, free
cash flow deteriorates and liquidity weakens, or the company
engages in large transformative acquisitions that could lead to
integration risk and a material increase in leverage.

Moody's has relaxed the leverage threshold for downward pressure on
the rating to 4x from 3.5x prior to this transaction, in order to
reflect the improved business profile following the SKS365
acquisition, and to better align the threshold with peers.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
published in June 2021.

COMPANY PROFILE

Founded in 2006 and headquartered in Rome (Italy), Lottomatica is
the leader in the Italian gaming market. Lottomatica (formerly
Gamma Midco S.p.A.) is the publicly listed entity, consolidating
entity for audited financials, and holding company of Lottomatica
S.p.A.

The company operates in three operating segments: (1) Online:
online iSports and iGaming through a wide range of online products
including games such as poker, casino games, bingo, horse racing
and other sports betting; (2) Sports Franchise: games and
horse-race betting through the retail network; and (3) Gaming
Franchise: concessionary activities relating to the product lines:
amusement with prize machines ("AWP"), video lottery terminals
("VLT") and management of owned gaming halls and AWPs ("Retail &
Street Operations"). Lottomatica reported net revenue of EUR1,395
million and adjusted EBITDA of EUR460 million in 2022.

SKS365 is a leading player in online and sports betting segments in
Italy with around 600,000 registered online users and about 1,000
betting shops. With market shares of 9.6% and 6.4% in iSports and
iGaming, respectively, its brands - such as PlanetPay365 and
Planetwin365 - are well recognised. SKS365 generates EUR300 million
in revenues and EUR74 million in EBITDA (expected for 2023), with
70% of EBITDA from online and 30% from retail sports-betting.



=====================
N E T H E R L A N D S
=====================

NETHERLANDS: More Businesses Seek Help for Financial Problems
-------------------------------------------------------------
DutchNews.nl reports that more business owners are seeking help for
financial problems despite the relatively low level of bankruptcy.

According to DutchNews.nl, the Dutch tax office has referred 1,465
companies this year to Over Rood, a volunteer-run organisation that
helps companies in difficulty.

In 2020, when the government bankrolled businesses that were unable
to trade during lockdown, the number dropped to 607, DutchNews.nl
notes.

The figure is relatively low despite the Netherlands being in
recession, with the economy contracting in each of the first three
quarters of 2023, DutchNews.nl states.

The statistics agency CBS recorded 3,123 bankruptcies in the last
12 months, one-third of the level of 2013 when the country was
emerging from a major financial crisis, DutchNews.nl relates.

Banks have also become more pro-active in trying to solve
businesses' problems if they fall behind on payments, DutchNews.nl
discloses.  A new legal procedure, the WHOA, allows courts to order
creditors to work with struggling businesses to come up with a
repayment plan before they move for closure, according to
DutchNews.nl.




=====================
S W I T Z E R L A N D
=====================

CLARIANT AG: Moody's Affirms 'Ba1' CFR, Outlook Remains Positive
----------------------------------------------------------------
Moody's Investors Service has affirmed all the ratings of Swiss
headquartered specialty chemicals company Clariant AG, which
comprise the Ba1 long term corporate family rating, the Ba1- PD
probability of default rating and the Ba1 rating for the CHF senior
unsecured Swiss bonds due 2024. The outlook remains positive.

The rating action reflects:

-- Clariant's overall resilient earnings performance through what
Moody's believes to be a cyclical trough

-- An increase in leverage following the debt-financed acquisition
of Lucas Meyer but still within Moody's guidance for a Ba1 rating

-- The company's indication that it will focus on returning
leverage metrics to pre-acquisition levels

RATINGS RATIONALE

Clariant has experienced challenging trading conditions and
destocking across many of its end markets in 2023. Currently, as
with its peers, the agency considers there is very limited
visibility for a meaningful earnings recovery in the first half of
2024. Nevertheless, Clariant's earnings performance has been
generally resilient through what Moody's believes is the cyclical
trough. The company has reiterated its focus on aligning its cost
base to a low-volume environment and free cash flow generation. The
company confirmed its 2023 revenue guidance for CHF4.55 billion to
CHF4.65 billion and a company reported EBITDA margin of 14.3% -
15.1%. Moody's expects the generation of moderately positive
Moody's adjusted free cash flow in the next twelve to eighteen
months.

Pro forma for the acquisition of Lucas Meyer for $810 million the
rating agency expects Clariant's leverage (measured by Moody's
adjusted debt/EBITDA) to increase to 3.5x at the year end. Clariant
expects the acquisition to close in the first quarter of 2024.
Moody's views the acquisition of Lucas Meyer positively from a
business profile perspective. The acquisition will complement
Clariant's strategic focus on natural products for the consumer
care market and the company's footprint in the US. Clariant has
indicated Lucas Meyer will be purchased for a 16.3x multiple on a
debt-free and cash-free basis. However, the acquisition will be
purely debt-financed with the earnings contribution from the
acquisition initially absorbed by increased borrowing costs related
to the acquisition financing.

Uncertainty surrounding PFAS and other litigation remains. Moody's
does not expect these litigation claims to be resolved in the near
term. The risk of any potential payments is partly offset by the
company's good liquidity position and focus on generation of free
cash flow.

A Clariant subsidiary in the United States produced firefighting
foams between 1997 and 2013, when the business was sold to Arkema
S.A. (Baa1 stable). A claim for damages was brought by Shell
against Clariant and three other companies in October 2023. The
claim relates to infringements of European competition law in 2020
in the ethylene purchasing market, which have already been settled.
Clariant has indicated Shell did not supply ethylene to Clariant
and has substantiated economic evidence that there was no effect on
the market.

Clariant does not commit publicly to a leverage target. However,
the company has indicated its intention to restore leverage metrics
to pre-acquisition levels, which will place upward pressure on the
current Ba1 ratings. To accelerate debt reduction Clariant has
indicated it will consider potential sales of non-core assets.
However, the agency does not expect meaningful deleveraging to
occur before the second half of 2024.    

LIQUIDITY

Clariant's liquidity position is good. As of September 30, 2023,
the company had CHF519 million of cash and cash equivalents,
including short-term deposits. The company has a fully undrawn
CHF450 million revolving credit facility (RCF) maturing in March
2028. The RCF contains one financial covenant, a net leverage ratio
of 3.0x (3.5x in case of acquisition), which is tested on a
semiannual basis. Moody's expects Clariant to maintain adequate
headroom under the covenant. Moody's considers upcoming maturities
in 2024 of CHF249 million as manageable.

ENVIRONMENTAL SOCIAL AND GOVERNANCE

Clariant's exposure to environmental risks comprises hazardous and
non-hazardous waste and wastewater generation inherent in the
nature of its operations. Clariant's more moderate exposure to
carbon transitions is expected to reduce over time as it continues
to focus on the usage of sustainable raw materials, including
biomass feedstocks.

RATING OUTLOOK

The positive outlook reflects Moody's view that, despite the recent
debt-funded acquisition, Clariant will maintain a prudent financial
policy and prioritise deleveraging to restore credit metrics in the
range for an investment grade rating.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Positive pressure on the rating could develop over the next 18
months if Clariant maintains a commitment to prudent financial
policies including financial metrics that position Clariant within
the range for an investment grade rating, namely Moody's adjusted
gross debt/EBITDA less than 3.0x, RCF/Net Debt around the mid-'20s
and the generation of positive free cash flow.

Downward pressure on the rating would emerge if Clariant increases
leverage significantly on a sustained basis, with Moody's adjusted
gross debt/EBITDA above 4x and RCF/Net Debt below 20%.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemicals
published in October 2023.

COMPANY PROFILE

Headquartered in Muttenz, Switzerland Clariant is a leading
international specialty chemical group with three core business
units: Care Chemicals, Catalysis, and Absorbents and Additives.
Clariant's products are used in a wide range of applications both
for the consumer and industrial market segments across automotive,
aviation, construction, agriculture, paints and coatings, oil and
mining, manufacturing, and personal care. Clariant expects to
achieve revenues of CHF4.55 billion to CHF4.65 billion in 2023.



===========
T U R K E Y
===========

TAV HAVALIMANLARI: Fitch Assigns 'BB(EXP)' IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned TAV Havalimanlari Holding A.S. (TAVH) an
expected Long-Term Issuer Default Rating (IDR) and an expected
senior unsecured debt rating of 'BB(EXP). The Outlooks on the IDR
and debt are Stable.

The assignment of the final rating is subject to the receipt of
final documentation conforming to information already received by
Fitch.

RATING RATIONALE

The rating reflects TAVH's diversified portfolio of assets, its
solid financial metrics and expected support from its parent
company Aeroports de Paris S.A. (ADP; BBB+/Stable).

TAVH's Standalone Credit Profile (SCP) is assessed at 'b+',
reflecting TAV group's (TAV) material operating and regulatory
exposure to Turkiye as well as the structural subordination of TAVH
(holdco) debt to project-financed operating companies' (opco)
debt.

The SCP is then notched up twice to factor in ADP's support, as per
its Parent-Subsidiary-Linkage Rating Criteria, which considers the
low operational and legal incentive as well as the high strategic
incentive for ADP to provide financial support.

ADP, which has a stronger credit profile than its subsidiary, fully
consolidates and controls TAVH through a 46.1% stake. Fitch sees
TAV as a strategic asset for ADP but the parent does not guarantee
the subsidiary's debt.

KEY RATING DRIVERS

Diversified Assets with Limited Competition - Volume Risk: 'High
Midrange'

TAV operates 15 airports in eight countries, benefiting from strong
business and geographical diversification including locations where
the aviation industry is rapidly developing. In Turkiye, TAV owns
domestic hub airports (Ankara and Izmir), where passenger numbers
are driven by domestic macro-economic and industry factors, and
sizeable leisure point-to-point airports (Antalya and Bodrum) with
a strong exposure to international passengers. The airports outside
Turkiye (Almaty and Tbilisi) have strong competitive positions
within their countries.

In addition to the airport operations (77% of EBITDA in 2022), TAV
provides ground handling services (even outside its own airports)
and retail offerings. The customer/carrier base is well-diversified
with the 10 largest customers only accounting for 35% of total
revenue in 2022.

Well diversified portfolio of assets with limited competition -
Volume Risk: High Midrange

Mostly Regulated - Price: 'Midrange'

In Turkiye, aviation passenger fees are in euro and fixed for the
entire period of the concession contract, while the remaining
regulated aviation services are adjusted by CPI on a yearly basis.
Ground handling and retail are unregulated and driven by private
contracts with exposure to market conditions and CPI.

The regulatory framework in Turkiye has so far been reliable and
investor-friendly. The airport in Kazakhstan (Almaty) is 85% owned,
and its aviation tariffs are increased according to investments
made into the airport, subject to regulatory approval. TAV's
exposure to soft currencies is limited (only 18% of revenues are in
Turkish lira while the rest are in US dollar or euro, or linked to
them).

Mostly regulated with sufficient weight of unregulated activities
exposed to CPI - Price: Midrange

Investment Peak - Infrastructure Development/Renewal: 'Midrange'

TAV is implementing a robust investment plan to renovate or
increase capacity in Almaty, Antalya and Ankara, its key airports.
The investments are part of the contractual agreements embodied in
different concession agreements. The expansion capex totals EUR1.1
billion (including 100% of Antalya airport investments) and works
are expected to complete by 2025, accelerating passenger volume
growth and retail spending at the airports. Given the above, TAVH
has limited flexibility in managing the timing of the investment
execution.

Investment cycle at peak to unlock growth potential -
Infrastructure Development/Renewal: Midrange

Unsecured and Uncovenanted Corporate-Like Debt - Debt Structure:
'Weaker'

The new debt issue at TAVH is a senior five-year, fixed-rate,
unsecured, single-bullet bond with limited creditor-protection
features. The new bond will be structurally subordinated to opco
debt, as most of the airports have projects finance-like debt
structures.

TAVH also guarantees approximately EUR872.5 million and EUR156
million of existing bridge loans for its airports in Antalya and in
Ankara (both outstanding on a pro-rata basis), respectively, which
are included in Fitch-adjusted net debt.

Unsecured and uncovenanted corporate-like debt - Debt Structure:
Weaker (TAV Holding)

Financial Profile

Under Fitch base case (FBC) and Fitch rating case (FRC), the
projected proportional consolidated net debt/EBITDA reaches 5.0x
and 5.7x, respectively, in 2024, before falling to 2.8x and 3.8x by
end-2027, after the completion of the investment plan.

PEER GROUP

Within Fitch's portfolio of publicly rated airports in EMEA, Aena
S.M.E. S.A. (Aena, A-/Stable) is the only direct peer, being - like
TAV - a group of airports, predominantly leisure and focused on
origin and destination traffic. Aena's strategic importance, its
monopolistic position in Spain and lower leverage support its
higher rating than that of TAV whose debt is also structurally
subordinated to project- financed opco debt.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Downgrade of Turkiye's sovereign rating

- Ankara and Antalya airports' guaranteed bridge loans not
refinanced well ahead of their respective maturities

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Upgrade of Turkiye's sovereign rating provided that the
proportional consolidated credit profile of TAV group has not
materially deteriorated

TRANSACTION SUMMARY

TAVH is planning to issue a USD400 million senior unsecured
fixed-rate five-year bullet bond to refinance holdco debt
comprising a EUR290 million bank loan expiring in 2024 and to repay
around EUR60 million of shareholder loan from ADP.

CREDIT UPDATE

During 1H23, total group passenger volume was 32% higher year on
year (YoY) and 3% above 1H19's, with international passengers 42%
above 2022's and 13% above 2019's. Revenue was 65% above 1H19's
(like-for-like up 8% on 1H19, up 36% on 1H22). Group EBITDA was 26%
above 1H19's at EUR147 million.

During 2022, total group passenger volume remained at 88% of 2019's
level with international passengers at 91% of 2019's levels as
regulatory price ceilings on domestic flights in Turkiye forced
airlines to shift capacity to international routes. Revenue was 40%
above 2019 levels due to ongoing passenger recovery and the
inclusion of Almaty airport into the consolidated profile (the
latter at 26% of consolidated EBITDA). Almaty international air
traffic movement, the main revenue driver of the airport, has been
at or above full recovery levels since 2Q22.

Group EBITDA in 2022 was 15% above 2019's levels, due to a
combination of cost management, and Almaty consolidation.

Fitch-adjusted net leverage stood at 5.8x in 2022 including EUR1.3
billion of gross debt and the guaranteed bridge loans in Antalya
(EUR872.5 million, 50% TAV stake) and Ankara (EUR156 million, 100%)
airports. TAVH has EUR450 million of shareholder loans (due in
2026) provided by ADP, of which around EUR60 million Fitch expects
to be paid down with the new issue proceeds.

FINANCIAL ANALYSIS

Under its FRC, Fitch assumes traffic CAGR for 2024-2027 of the
consolidated airports at 5.5%, and for Antalya at 7.8%. Projections
do not reflect the extension of the Georgian airport's concessions
at Batumi and Tbilisi, which expire in 2027. For 2022-2027, the
group's average EBITDA margin, post-concession fees, is 24%-26%,
which is highly sensitive to volumes, given the group's operating
leverage. Projections also reflect the planned investments to
support airports' development and the completion on time of
investments in Ankara and Antalya airports, which are necessary for
the extension of both concessions.

In line with the completed investments at both Turkish airports
Fitch has assumed the successful refinance of the guaranteed bridge
loans at Ankara Airport (EUR156 million, currently outstanding) and
Antalya (EUR872 million, currently outstanding, TAV's stake).

The FRC also assumes the full repayment of the outstanding
shareholder loan to ADP (EUR450 million) and the reinstatement of
dividend distributions by 2026-2027.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt                  Rating           
   -----------                  ------           
TAV Havalimanlari
Holding A.S.              LT IDR BB(EXP)  Expected Rating

   TAV Havalimanlari
   Holding A.S.
   /Airport Revenues –
   Senior Unsecured
   Debt/1 LT              LT

   USD bond/note          LT     BB(EXP)  Expected Rating



===========================
U N I T E D   K I N G D O M
===========================

AVIANCA GROUP: Moody's Ups CFR & $1.7BB Sr. Sec. Notes Rating to B2
-------------------------------------------------------------------
Moody's Investors Service has upgraded to B2 from B3 Avianca Group
International Limited's Corporate Family Rating and its exiting
$1.7 billion Senior Secured Global Notes due 2028. Moody's also
upgraded to B2 from B3 LifeMiles Ltd.'s Corporate Family Rating and
the company's Senior Secured First Lien Term Loan rating. The
outlook for both entities are maintained stable.

RATINGS RATIONALE

The upgrade of Avianca's rating to B2 from B3 reflects strong
execution against business plan after emergence from restructure
under Chapter 11.  In the third quarter of 2023, the company
reported EBITDAR that exceeded projections by $63.7 million. For
the last twelve months (LTM) ended in September 2023, Moody's
estimates EBIT margin at 11.6%, above the original expectation of
11.1%. Recently the company has accelerated its plan to increase
capacity adding some 12 new aircrafts and is expecting five more
before the year end. Avianca also increased the number of pilots,
crew and personnel accordingly. Despite indebtedness from
incremental fleet and no cash benefit as the fleet was not yet
flying during the quarter, Avianca's gross debt to EBITDA including
Moody's standard adjustments for the period was 4.9x, still below
Moody's expectation of 5.1x. Through 2024, the ramp-up of the
additional capacity will allow Avianca to reduce leverage towards
3.5x.

Avianca's B2 CFR rating continues to reflect the company's leading
position in the Latin American passenger airline industry and
favorable cost structure. The credit profile is constrained by the
execution risks given the recently added capacity; although Avianca
expects demand to increase in line with the additional capacity,
increasing competition pressures air fares down. Also, the company
is exposed to the inherent volatility of the airline industry and
rising macroeconomic risks and costs. Although fuel price has
declined since its peak in 2022, volatility persists, threatening
Avianca's profitability despite firm cost control measures.

Avianca's operating performance has been stronger than anticipated
on the back of a strong comeback of Latin America's air-passenger
demand. According to the International Air Transport Association,
air-traffic in the region reached 94% of 2019 levels in 2022 and
100% in 2023. Additionally, several transactions since 2019 have
also helped rationalize airline competition within the region,
allowing Latin American airlines to profit on high air fares. In
2022, Abra Group Limited (ABRA, Caa1 stable) formed a partnership
that included a 54% stake in Gol Linhas Aereas Inteligentes S.A.
(Gol, Caa2 negative), a financial investment in Sky Airlines S. A.
(SKY), a Chilean low-cost domestic carrier, and 100% of Avianca, a
move that helped rationalize intraregional competition. Positive
market dynamics resulted in Avianca recovering revenues to 2019
levels but with a more profitable business. Revenues for the LTM
ended in September 2023 were already at the $4.6 billion reported
in 2019, but with a healthy EBIT margin at 11.6%. Unit revenue
metrics outperformed projections. Passenger Revenue per Available
Seat Kilometer (PRASK) in the Q3 2023 was 7.25, well above the 5.45
originally expected, yield for the period at 8.49 was also well
above the 6.62 under Avianca's business plan. Load factor also
strengthen throughout the year reaching 85.5% in the Q3 2023. Under
the currently robust demand environment, Avianca should be able to
sustain PRASK and load factor as it deploys additional capacity in
2024.

Avianca emerged from Chapter 11 with a lower cost and capital
structure as well as a shift in its business model from
full-service hub and spoke towards a hybrid low cost model with a
narrow body focus in a point-to-point operation. As a result, cost
savings against 2019 structure have been around 40%. Currently,
Avianca's Passenger Cost per Average Seat Kilometer excluding fuel
(PaxCASK ex-fuel) of 3.9 cents is well below the 6.2 cents reported
in 2019 and positively compares with industry peers. Given
increased efficiencies, Avianca's improvements should be sustained
longer term as it has cushion against stress scenarios. After jet
fuel prices peaked in 2022, Avianca increased fares, adjusted
capacity and implemented cost-management strategies, passing its
higher fuel costs to customers and generating $721 million in
EBITDAR in 2022—well above its $679.9 million target. Given
recently added capacity and stable business prospects, Moody's
expects Avianca to end 2023 with positive free cash flow and to
continue to strengthen its cash generation through 2025.

LIQUIDITY

Avianca's liquidity is strong. As of September 30, 2023, cash was
$975.6 million. The company generated $45 million in the Q3 2023
before considering debt repayments. In terms of free cash flow,
Avianca generated $204 million in the LTM ended in September 2023
after capex of around $430 million. Avianca's liquidity also
benefits from a comfortable maturity profile with only $284.1
million and $367.6 million in debt maturities during 2024 and 2025,
respectively. Moody's anticipates that Avianca's cash generation
will continue to strengthen through 2025 as cash from operations
grow in line with the ramp-up of additional capacity while capex
remains close to $470 million annually on average for the period.

The ratings also include structural considerations between Avianca
and LifeMiles. LifeMiles is fully owned by Avianca and is the sole
operator of its fequent flyer program. Given its close to 20%
contribution to Avianca's EBITDA, LifeMiles is important to the
airline business. Moreover, the stake of LifeMiles is part of
Avianca's rated exit financing notes collateral package.

Moody's also considered strong credit fundamentals for LifeMiles in
its B2 rating. Since 2021 gross billings recovered from the
pandemic-induced decline in air travel. In the LTM ended in Q2 2023
the company generated $220 million in gross billings, well above
the $183 million reported in the same period of 2022 and Moody's
expects the positive trend to continue through 2024. As a result,
credit metrics have improved since the end of 2021, when EBITA
margin was 38.9% and Moody's adusted leverage (gross debt/EBITDA)
was 4.9x. For the LTM ended in June 2023, LifeMiles EBITA margin
and leverage were 49.4% and 2.3x, respectively. The rating also
considers LifeMiles good liquidity and corporate policies that
require leverage to be maintained at 2.0x - 3.0x adjusted cash
EBITDA, and a minimum cash balance equivalent to six months of
rewards plus two quarters of debt service (-$100 million).

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Avianca's
credit metrics will continue to strengthen towards Moody's
expectations as recently added capacity ramps-up and that liquidity
will remain strong in the next 12-18 months, and that the company
will maintain its conservative approach towards liquidity, costs
and capacity management.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

An upgrade of Avianca's rating would stem from sustained increase
in passenger demand that allow the company to sustain revenue
growth and improve credit metrics as recently added capacity ramps
up. Quantitatively an upgrade would require adjusted leverage
(measured by total debt/EBITDA) below 4.0x and interest coverage
(measured by (FFO + interest expense)/interest expense) above 3.5x,
all on a sustained basis. The maintenance of an adequate liquidity
profile would also be required for an upgrade.

The rating could be downgraded if credit metrics' recovery falls
behind Moody's expectations, with adjusted leverage remaining above
5.0x and interest coverage (FFO plus interest/interest) remaining
below 2.0x on a sustained basis. A deterioration in the company's
liquidity profile or additional shocks to demand or profitability
that lead to cash burn could also result in a downgrade of the
rating.

Avianca Group International Limited (Avianca) is a privately held
company domiciled in the UK, with operations in passenger and cargo
airlines. Through its subsidiaries, Avianca is a leading Latin
American airline serving more than 132 routes, both in the domestic
markets of Colombia, Ecuador and Central America and international
routes in North, Central and South America, Europe and the
Caribbean. As of September 2023, Avianca's fleet was comprised of
159 aircraft including 126 Airbus 320 and 16 Boeing 787 Dreamliner,
connecting to around 72 destinations in the Americas and Europe.
The company also has a frequent flyer loyalty program, LifeMiles
Ltd. which features more than more than 12 million members and 400
commercial partners worldwide.

The principal methodology used in rating Avianca Group
International Limited was Passenger Airlines published in August
2021.

INDIVIOR PLC: S&P Upgrades ICR to 'B+' on Litigation Settlement
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.K.-based
pharmaceutical company Indivior PLC to 'B+' from 'B'. At the same
time, S&P raised its issue-level rating on the company's debt to
'BB-' from 'B+'. The '2' recovery rating is unchanged.

The stable outlook reflects S&P's expectation that Indivior will
solidly increase its revenue and reduce its S&P Global
Ratings-adjusted gross debt to EBITDA to the low- to mid-2x range
over the next 12 months.

The upgrade incorporates Indivior's agreement to resolve its
antitrust multidistrict litigation.

The company has settled most of the claims from the litigation,
including those from 41 states and the District of Columbia, end
payors, and direct purchasers. The final settlement amounted to
$518 million, which is about $228 million higher than management
expected to pay. Despite the higher settlement amount, Indivior has
ample cash on its balance sheet to make the payment, which will
enable it to avoid the potentially costly and lengthy litigation of
the claims. There are some lawsuits remaining related to the end
payors that had opted out of the larger settlement, and the risks
stemming from these claims remain an uncertainty. Indivior agreed
to pay $30 million to the end payors that agreed to settle.

The company relies on a narrow set of products and continues to
depend on Sublocade sales to increase its revenue.

Indivior increased its sales of Sublocade by over 50% in the third
quarter, compared with the same period the prior year, and about 8%
sequentially. S&P said, "We continue to believe the company's
investment in Sublocade will support a 20%-25% expansion in its
revenue in 2024. Still, we expect Suboxone will lose share to
generic entrants, with its revenue potentially declining by 25% in
2024. Despite our expectation that Indivior's sales of Perseris
will improve significantly in 2024, we continue to anticipate its
reliance on Sublocade will strengthen in 2024 as the drug's share
of its revenue rises to the high 60% area from about 55% as of
Sept. 30, 2023."

While S&P views its recent asset acquisitions positively, it still
believes Indivior's research and development (R&D) spending is low
relative to that of its peers.

The company spends about 9%-10% of its revenue on R&D annually,
which compares with much higher levels at its peers Alkermes (35%)
and Jazz Pharmaceuticals (30%). Absent materially increasing its
R&D spending, we anticipate Indivior will need to acquire assets to
continue to expand. The company acquired Opiant in 2023 for about
$124 million, net of cash, and launched OPVEE in the fourth quarter
of 2023. It also acquired two additional assets in the third
quarter that are in the early phases of development. S&P believes
its modest R&D spending is a material impediment to the sustained
expansion of its business, especially when combined with its highly
concentrated revenue.

The stable outlook reflects S&P's expectation that Indivior will
solidly increase its revenue and reduce its S&P Global
Ratings-adjusted gross debt to EBITDA to the low- to mid-2x range
over the next 12 months.

S&P could lower its rating on Indivior if:

-- Its leverage rises above 4.5x. This could occur if its
Sublocade sales face significant headwinds and Suboxone loses more
market share than S&P expects; or

-- The company's other legal liabilities materially increase.

Although unlikely over the next 12 months, S&P could raise its
rating on Indivior if:

-- It materially improves its product diversity without an
offsetting deterioration in its credit metrics; and

-- S&P believed no other material legal settlements are on the
horizon.


MAGNUS GROUP: HFS to Acquire Warehousing Operation
--------------------------------------------------
Business Sale reports that Hemisphere Freight Services (HFS), a
family-owned logistics company, has agreed to acquire the
warehousing and freight forwarding operations of Suffolk-based
Magnus Group, which has fallen into administration.

The agreement will aim to ensure minimal disruption for Magnus'
clients and to provide continuous employment for the operational
staff of the group's warehousing and freight forwarding divisions,
Business Sale discloses.  The deal will also see HFS take on
approximately 200,000 sq ft of warehousing space at Magnus' Great
Blakenham facility, Business Sale states.

According to Business Sale, commenting on Magnus' struggles,
Hemisphere Managing Director Andy Perrin said: "This is a sad
reflection of the current state of the industry and economic
conditions, and our offer to acquire the warehousing and forwarding
elements of the business was, above all else, an attempt to
safeguard the employment and ensure the wellbeing of as many of
Magnus Group's team members as possible -- particularly in the
run-up to Christmas, when many households are feeling the strain."

After filing a notice of intention to appoint administrators on
Nov. 10, the company fell into administration last week, with
Andrew Kelsall and Lee Green of Larking Gowen appointed as joint
administrators, Business Sale recounts.

After liaising with directors, the joint administrators contacted
interested parties in an effort to secure a sale of the whole or
part of the business, Business Sale relays.  The sale to Hemisphere
was agreed on Nov. 27, but buyers could not be found for other
parts of the business, resulting in a large number of dismissals,
Business Sale notes.


PRAESIDIAD GROUP: S&P Cuts ICR and Sr. Sec. Notes Rating to 'D'
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.K. courts
accepted security perimeter manufacturer Praesidiad Group Ltd.
(Praesidiad)  to 'D' (default) from 'CCC-'. S&P also lowered its
issue rating on its senior secured notes to 'D' from 'CCC-'.

Following the completion of the debt restructuring, S&P intends to
reevaluate its ratings on Praesidiad and expect they will be above
the 'CCC+' ratings prior to the debt restructuring announcement.

The downgrade follows U.K. courts' acceptance of the scheme of
arrangement, meaning Praesidiad will complete its debt
restructuring soon. The restructuring will reduce Praesidiad's
senior secured gross debt by about 61% to about EUR157 million,
from about EUR401 million in September 2023. The new debt of EUR157
million comprises interim debt financing of EUR28 million, which
has already been provided to support the company's liquidity
through the transaction, and further debt of about EUR129 million,
which will mature in 2027. S&P said, "We expect Praesidiad will
refinance the commitments of the interim facility through a new
super senior term loan facility at the time of the completion of
the restructuring. We view the refinancing as a restructuring and
tantamount to a default because the existing lenders will receive
less than originally promised. We believe the company conducted the
transaction out of distress rather than opportunistically because
it has a high interest burden, minimal cash flow generation, and
deteriorating liquidity position. We also note that, through an
agreement with Praesidiad's lenders, the December 2023 and March
2024 interest payments will be paid in kind."

S&P said, "Following the completion of the debt restructuring, we
intend to reevaluate our ratings on Praesidiad. Our analysis will
consider the new capital structure of the company. We expect the
ratings on Praesidiad will be above the 'CCC+' ratings prior to the
debt restructuring announcement due to expected lower gross debt
and subsequently lower interest costs. This should reduce some
concerns about the very high leverage displayed previously (above
16x over 2020-2022) and the tight covenant headroom."


STONEYWOOD: Five Former Workers Win Legal Action Over Redundancy
----------------------------------------------------------------
Louise Hosie at BBC Scotland News reports that five former workers
at an Aberdeen paper mill have won their legal action over claims
they were made redundant without being properly consulted.

Stoneywood paper mill -- which operated for more than 250 years --
went into administration last year, BBC Scotland News recounts.

According to BBC Scotland News, an employment judge has now ruled
that the workers were made redundant without a proper 45-day
consultation.

It means they are entitled to compensation, BBC Scotland News
notes.

BBC Scotland News understands that a separate mass legal action on
the same consultation period lodged by Unite the union on behalf of
about 300 workers is expected to be ruled on shortly.

The five workers, whose job roles included financial control and IT
analysis, will now be entitled to compensation, capped at eight
weeks of wages, BBC Scotland News states.

Lawyer Paul Kissen from Thompsons Solicitors, the firm representing
Unite's workers, said the company should have carried out a
collective consultation before dismissing staff, BBC Scotland News
relates.

Mr. Kissen told BBC Scotland News: "There should have been a period
of 45 days in which the union was consulted in order to identify
ways to avoid, reduce or mitigate the consequences of the
redundancies -- for example, looking for other job opportunities
for people, and having meetings with people who were able to say
what was going on.

"The administrators failed in their statutory duty to carry out a
collective consultation process with these employees before they
made everyone redundant."


TOGETHER ASSET 2023-CRE-1: S&P Assigns 'BB+' Rating to X-Dfrd Notes
-------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Together Asset Backed
Securitisation 2023-CRE-1 PLC's (TABS 2023 CRE1) class A notes,
loan note, and B-Dfrd to X-Dfrd notes. At closing the issuer also
issued unrated class Z notes and residual certificates.

TABS 2023 CRE1 is a static transaction that securitizes a portfolio
of £380.4 million mortgage loans, secured on commercial (87.5%),
mixed-use (10.7%), and residential (1.8%) properties in the U.K.

This is the fourth transaction S&P has rated in the U.K. that
securitizes small ticket commercial mortgage loans after Together
Asset Backed Securitisation 2022-CRE-1 PLC.

The loans in the pool were originated by Together Commercial
Finance Ltd. (a nonbank specialist lender) and Harpmanor Ltd., both
subsidiaries of Together between 2012 and 2023.

S&P said, "We consider the nonresidential nature of most of the
pool as higher risk than a fully residential portfolio,
particularly the loss severity. We have nevertheless assessed these
loans' probability of default using our global residential loans
criteria as the method by which the loans were underwritten and are
serviced is similar to that of Together's residential mortgage
portfolio. On the loss severity side however, we have used our
covered bond commercial real estate criteria to fully capture the
market value declines associated with commercial properties."

At closing, credit enhancement for the rated notes consists of
subordination. Post closing, the excess amount from the release of
the liquidity reserve fund's amortization to the principal priority
of payments provides additional credit enhancement. Following the
step-up date, additional overcollateralization will also provide
credit enhancement. The overcollateralization will result from the
release of the excess amount from the revenue priority of payments
to the principal priority of payments.

Liquidity support for the class A notes, loan note, and class B
notes is in the form of an amortizing liquidity reserve fund.
Principal can also be used to pay interest on the most-senior class
outstanding.

At closing, the issuer used the issuance proceeds to purchase the
beneficial interest in the mortgage loans from the seller. The
issuer grants security over its assets in the security trustee's
favor.

S&P's ratings on the notes also reflect their ability to withstand
the potential repercussions of the extended recovery timings,
higher default sensitivities, and largest borrower default.

There are no rating constraints in the transaction under S&P's
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

  Ratings

  CLASS       RATING     CLASS SIZE (%)

  A           AAA (sf)     15.50

  Loan note   AAA (sf)     66.50

  B-Dfrd      AA (sf)      6.00

  C-Dfrd      AA- (sf)     4.50

  D-Dfrd      BBB+ (sf)    4.00

  X-Dfrd      BB+ (sf)     5.00

  Z           NR           5.00

  Residual certs    NR      N/A

  NR--Not rated.
  N/A--Not applicable.


TORO PRIVATE I: S&P Downgrades Long-Term ICR to 'CCC-', Outlook Neg
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit ratings on
Travelport's parent holding company Toro Private Holdings I and its
finance subsidiary Travelport Finance (Luxembourg) S.a.r.l. to
'CCC-' from 'CCC+'. Furthermore, S&P lowered its issue ratings on
the priority-lien debt to 'CCC' from 'B-' and the junior
priority-lien debt to 'C' from 'CCC-'.

The negative outlook reflects S&P's view that a default or
distressed exchange appears to be inevitable within six months,
absent unanticipated significantly favorable changes in the
issuer's circumstances.

Travelport's liquidity position has deteriorated materially since
the March 2023 debt restructuring.

Along with the restructuring, the company's financial-sponsor
owners injected an additional $200 million of equity into the
business. Since then, the company has continued to see a
deterioration in its cash position as a result of:

-- Very high cash interest costs, exacerbated after the $2.1
billion of the priority-lien term loan switched to full cash
interest payments at the Secured Overnight Financing Rate plus 7.0%
from Sept. 26, 2023, with high levels of unhedged floating-rate
debt amid much higher interest rates;

-- Weaker operating performance than we anticipated in recent
quarters; and

-- High capital expenditure (capex).

S&P now views Travelport's liquidity position as weak (from less
than adequate), reflecting its forecast of a material deficit of
liquidity sources to uses over the next 12 months.

S&P continues to believe that Travelport's capital structure is
unsustainable.

S&P said, "Although we expect the slower-than-anticipated recovery
in Travelport's sales volumes to continue, we still forecast
adjusted leverage will remain above 10x over the next few years.
Travelport's $2.1 billion priority-lien term loan matures in
February 2025. In our view, refinancing risk is very high.

"The negative outlook reflects our view that a default or
distressed exchange appears to be inevitable within six months,
absent unanticipated significantly favorable changes in the
issuer's circumstances.

"We could lower our long-term issuer credit rating on Travelport to
'CC' if the company announces that it will undertake an exchange
offer or similar restructuring that we classify as distressed. A
downgrade to 'D' (default) or 'SD' (selective default) would follow
if the company defaults on its debt, as per our definitions.

"We could raise the ratings if we view the risk of restructuring as
significantly reduced or deferred."


WILKO LTD: Owner Did Not Have Enough Assets to Fill Pension Hole
----------------------------------------------------------------
Laura Onita at The Financial Times reports that former Wilko chair
Lisa Wilkinson told MPs on Nov. 28 that the high-street chain's
ultimate owner did not have enough assets "to fill a GBP50 million
pension hole" as she apologised for its collapse.

The Commons' business and trade committee quizzed former bosses,
auditors and industry experts about the reasons for the 92-year-old
chain's demise, which left the taxpayer on the hook for GBP42
million in redundancy payments, according to MPs, the FT relates.


The committee asked Ms. Wilkinson, who is the granddaughter of the
company's founder, why nearly GBP150 million was taken out of the
business over the last 20 years, including GBP3.75 million in the
year before the retailer's collapse as trading deteriorated, the FT
discloses.

Wilko fell into administration in August, in one of the UK high
street's biggest casualties in recent years, the FT recounts.  It
had 400 shops and employed about 12,000 staff before it disappeared
from the high street.

Ms. Wilkinson admitted on Nov. 28 that "Wilko failed because we ran
out of cash.  That was what caused the downfall in the end", the FT
relays.

The company paid its owners GBP9 million in dividends since 2019,
according to recent calculations from administrators at PwC, the FT
notes.

Ms. Wilkinson defended the dividend payments, saying they would
have "followed the correct corporate governance, they would have
been recommended by the [chief financial officer], they would have
gone through the boards of directors [and] we would only have paid
those dividends if we had either the right profit in year or
reserved profits", according to the FT.

Asked whether there were resources available to plug the pension
deficit at Amalgamated Holdings Wilkinson Limited, the ultimate
parent of Wilko that is owned by a series of family trusts, Ms.
Wilkinson, as cited by the FT, said: "No, they are tied up in other
things  . . .  They are invested in start-up businesses, UK
properties and a limited amount of stock market investments."

She said the assets were not worth "tens of millions", "it's a
small [sum], I'm going to say [GBP3 million], but I could be
wrong."

The former chair said she was "devastated" about letting down
workers, suppliers and customers, telling MPs "we have let each and
every one of those people down with the insolvency that Wilko has
done", the FT notes.

Ms. Wilkinson partly blamed former prime minister Liz Truss's
mini-Budget and surging interest rates for Wilko's collapse, the FT
discloses.

Auditor EY stood by its 2022 assessment of Wilko's financial
statements, telling MPs it had raised a "serious warning flag"
about the fact that the business could run into difficulties, the
FT notes.

According to the FT, Victoria Venning, partner at EY, said the
accounts made clear that Wilko had "insufficient financing in place
to withstand a severe but plausible downturn in trading activity".



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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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