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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, January 13, 2022, Vol. 23, No. 4

                           Headlines



F R A N C E

GROUPE ECORE: Fitch Ups IDR to 'BB' Then Withdraws Rating


G E R M A N Y

MV WERFTEN: German Court to Rule on Funding Dispute Next Week


I R E L A N D

CARLYLE GLOBAL 2016-1: Fitch Affirms B- Rating on E-R Notes
OZLME IV: Fitch Raises Class F Notes to 'B+'
TOP DRAWER: Examiner Fails to Secure Scheme of Arrangement


I T A L Y

GAMMA BIDCO: S&P Assigns 'CCC+' Rating to Payment-In-Kind Notes


N E T H E R L A N D S

UNITED GROUP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable


R U S S I A

EXPOBANK JSC: Fitch Affirms 'BB-' LT IDRs, Outlook Stable
SDM-BANK: Fitch Affirms 'BB' LT IDRs, Outlook Stable


S P A I N

ACI AIRPORT: S&P Ups Debt Ratings to 'BB', Then Withdraws Rating


U N I T E D   K I N G D O M

ARCADIA: Green to Get Up to GBP2.5MM in Payouts on Topshop Store
ARENA TELEVISION: Owes GBP1.3 Million in Unpaid Wages
HOTTER SHOES: To Sell Third-Party Brands After Relisting
IAIN POTTER: Cash Flow Woes Prompt Liquidation
JAMIE OLIVER: To Get GBP1.75MM While Suppliers are Owed Millions

ROCHESTER FINANCING 3: Fitch Raises Class X Notes to 'B'

                           - - - - -


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F R A N C E
===========

GROUPE ECORE: Fitch Ups IDR to 'BB' Then Withdraws Rating
---------------------------------------------------------
Fitch Ratings has upgraded Groupe Ecore Holdings S.A.S.'s (Ecore)
Long-Term Issuer Default Rating (IDR) to 'BB' from 'B' and resolved
Rating Watch Positive. The Outlook is Positive. Fitch has
simultaneously withdrawn the rating.

The upgrade follows completion of Derichebourg S.A.'s (BB/Positive)
acquisition of Ecore's entire share capital. The ratings are
equalised under Fitch's Parent and Subsidiary Linkage Rating
Criteria (PSL Criteria), based on Fitch's assessment of
medium-to-high legal, strategic and operational incentives for the
stronger parent to support its subsidiary. Fitch assesses Ecore's
Standalone Credit Profile (SCP) at 'b'.

Fitch has chosen to withdraw the Long-Term IDR of Ecore for
commercial reasons. The EUR255 million floating-rate notes due
November 2023 were prepaid on 17 December 2021 and funding
arrangements will be centralised at the parent level
post-acquisition. Fitch will no longer provide ratings or
analytical coverage of Ecore.

KEY RATING DRIVERS

Rating Equalisation under PSL Criteria: Legal incentives for parent
support are assessed as medium, as a lack of guarantees for Ecore's
debt is offset by the presence of cross-default and
cross-acceleration clauses in Derichebourg's debt documentation.
Strategic incentives are assessed as medium, based on Ecore's
material earnings contributions towards the enlarged group and
stronger market position post- acquisition. Operational incentives
are assessed as high, reflecting Fitch's expectation of full
integration of Ecore's operations into Derichebourg's systems and
processes as well as implementation of synergies through
consolidation of operations. All this leads to the equalisation of
Ecore's rating with Derichebourg's under Fitch's PSL Criteria.

FY21 Earnings Beat Rating Case: Derichebourg reported EBITDA of
EUR388 million (excluding Ecore) for the financial year to
September 2021 versus EUR297 million in Fitch's forecast. Fitch had
forecast Ecore's earnings at EUR127 million, which incorporated
actual numbers for the first nine months of financial year to
September 2021. Mid-cycle assumptions for the combined group of
around EUR350 million EBITDA remain quite conservative, so that
financial flexibility and deleveraging capacity exceed assumptions
currently reflected in Derichebourg's rating (all numbers are
before adjusting for right-of-use depreciation and interest on
leases).

Leading Market Position in Ferrous: Derichebourg holds more than
30% of the French recycling market for ferrous metals. Other market
participants include general waste companies and many smaller
metals recyclers. Derichebourg benefits from economies of scale, a
wide geographic footprint with sites close to customers, a full
range of processing capabilities and close relationships with key
customers.

Strong Position in Non-Ferrous: Derichebourg holds around 25% of
the French recycling market for non-ferrous metals. The higher
value of metals, such as copper and aluminium, facilitates higher
gross margins per tonne and additional earnings contributions from
niche activities linked to processing/refining the metals. These
include blending stainless-steel waste or aluminium refining.
Forecast deficits for various metals will support demand for
recycled volumes over the long term.

Supportive Market Fundamentals: EU regulation is promoting the
circular economy with an increasing emphasis on recycling. As a
result, Fitch views Derichebourg's business model as robust. With
recycling rates increasing over time, higher capacity utilisation
of Derichebourg's assets will support earnings growth over the long
term.

DERIVATION SUMMARY

Derichebourg is the leading metal (ferrous and non-ferrous)
recycling business in France and Spain, with smaller operations in
Mexico, Belgium, Germany, Italy and the US. The group also provides
services linked to various waste streams, such as the end-of-life
vehicle and waste electrical and electronic equipment schemes,
cleaning and waste-collection services to municipalities, and
multi-service outsourcing solutions to a wide range of customers.
While the metals recycling business is cyclical, services are based
on medium-term contracts with earnings visibility and add some
diversification and stability to the overall business profile.

Among the wider recycling and waste sector, Befesa S.A. shares
common business characteristics with Derichebourg's
metals-recycling business. It is a services company specialising in
the recycling of steel dust, salt slag and aluminium residues.
Befesa has a higher concentration of customers linked to sourcing
of waste materials, but its metals waste is qualified as hazardous
waste with fewer companies in the market with the expertise and
licence to process the residues. Befesa has a global geographic
footprint (including two new plants that started ramping up in 2H21
in China), whereas Derichebourg is mostly focused on Europe.

Despite hedging a proportion of its annual zinc production,
Befesa's earnings are highly exposed to zinc prices over the medium
term. Derichebourg is committed to returning to a conservative
financial policy over the medium term, following the acquisition of
Lyrsa and Ecore, with a reported net debt / EBITDA of under 1x.
Befesa aims to reduce reported net debt / EBITDA to under 2x in the
near term on supportive market conditions.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for Ecore:

-- Total volumes of 3.45 million tonnes treated in FY21,
    increasing by a compound annual growth of 1.5% over the next
    three years;

-- EBITDA/tonne of around EUR31.5 in FY21, moderating to around
    EUR20 by FY23;

-- Negative working capital in mid-double-digit millions for
    FY21, linked to exceptionally high prices (after adjusting for
    movements in factoring), reversing to mid-single-digit inflows
    in the following years;

-- Cash capex of around EUR25 million per annum to FY23;

-- Bolt-on acquisitions of about EUR3 million per annum to FY23;

-- No dividend payments up to FY23.

RATING SENSITIVITIES

Not applicable as the rating is withdrawn

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Robust Liquidity: As of completion of the acquisition, Derichebourg
had in excess of EUR240 million of cash and cash equivalents as
well as a EUR100 million undrawn, committed revolving credit
facility with maturity in March 2025.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Ecore's ratings are equalised with Derichebourg's as per Fitch's
PSL Criteria.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This 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.

Following the rating withdrawal Fitch will no longer provide ESG
Relevance Scores of Ecore.



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G E R M A N Y
=============

MV WERFTEN: German Court to Rule on Funding Dispute Next Week
-------------------------------------------------------------
Kirsti Knolle at Reuters reports that a German court will rule next
week in a case brought by Genting Group against a German regional
government after a row over funding for cruise shipbuilder MV
Werften, which filed for insolvency on Jan. 10.

Genting, led by Malaysian tycoon Tan Sri Lim Kok Thay, bought MV
Werften in 2016, Reuters recounts.  The pandemic has hit the global
travel industry, including cruise operators and led to production
stops at shipyards that build cruise ships, Reuters discloses.

Genting's subsidiary Genting Hong Kong said on June 11 the German
government and the German federal state of Mecklenburg-Vorpommern
had withheld a total US$336 million in funding it was promised,
Reuters relates.

Included in that was an US$88 million backstop facility from
Mecklenburg-Vorpommern that the Hong Kong group said it was due to
draw down, but said that the German state imposed additional
pre-conditions in December, Reuters notes.

The German government has said Genting Hong Kong had turned down
aid that was offered to it, Reuters relays.

Genting's court case was heard by the regional court in the
northern German town of Schwerin on Jan. 11, Reuters discloses.  A
spokesman for the court said a ruling would be made on Monday, Jan.
17, at 2:00 p.m. local time (1300 GMT), Reuters relates.

According to Reuters, Genting Hong Kong also said in a Hong Kong
stock exchange filing on Tuesday that MV's insolvency led to
defaults under its "Global 1" credit facility, which would in turn
lead to further defaults on financing arrangements worth a total of
around US$2.8 billion.

Shares in Genting Hong Kong have been suspended from trade since
Friday, Jan. 7, Reuters notes.

MV Werften currently has around 2,000 workers in Germany's northern
state of Mecklenburg-Vorpommern.




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I R E L A N D
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CARLYLE GLOBAL 2016-1: Fitch Affirms B- Rating on E-R Notes
-----------------------------------------------------------
Fitch Ratings has affirmed 'AAAsf' rated notes issued by Carlyle
Global Market Strategies Euro CLO 2014-1 and 2016-1 DAC and class
E-R notes issued by Carlyle 2016-1 and upgraded the remaining notes
issued by both transactions. Fitch revised the Rating Outlooks to
Positive from Stable on all classes of rated notes and removed them
from Under Criteria Observation (UCO), with the exception of
'AAAsf' notes that remain on Outlook Stable.

      DEBT                  RATING            PRIOR
      ----                  ------            -----
Carlyle Global Market Strategies Euro CLO 2014-1 DAC

A-RR XS1839726426      LT AAAsf   Affirmed    AAAsf
B-1-RR XS1839725964    LT AA+sf   Upgrade     AAsf
B-2-RR XS1839726004    LT AA+sf   Upgrade     AAsf
B-3-RR XS1847616296    LT AA+sf   Upgrade     AAsf
C-1-RR XS1839726186    LT A+sf    Upgrade     Asf
C-2-RR XS1847611495    LT A+sf    Upgrade     Asf
D-RR XS1839726269      LT BBB+sf  Upgrade     BBBsf
E-RR XS1839726343      LT BB+sf   Upgrade     BBsf
F-RR XS1839725295      LT B+sf    Upgrade     B-sf

Carlyle Global Market Strategies Euro CLO 2016-1 DAC

A-1-R XS1813993091     LT AAAsf   Affirmed    AAAsf
A-2-A-R XS1813993760   LT AA+sf   Upgrade     AAsf
A-2-B-R XS1813994149   LT AA+sf   Upgrade     AAsf
A-2-C-R XS1815318867   LT AA+sf   Upgrade     AAsf
B-1-R XS1813994578     LT A+sf    Upgrade     Asf
B-2-R XS1815315418     LT A+sf    Upgrade     Asf
C-R XS1813994735       LT BBB+sf  Upgrade     BBBsf
D-R XS1813994909       LT BB+sf   Upgrade     BBsf
E-R XS1813992366       LT B-sf    Affirmed    B-sf

TRANSACTION SUMMARY

The transactions are cash flow collateralized loan obligations
backed by portfolios of mainly European leveraged loans and bonds.
The transactions are actively managed by CELF Advisors LLP and are
within their reinvestment periods.

KEY RATING DRIVERS

CLO Criteria Update and Cash Flow Modelling: The rating actions
mainly reflect the impact of Fitch's recently updated CLOs and
Corporate CDOs Rating Criteria, a shorter risk horizon incorporated
into Fitch's stressed portfolio analysis and stable performance of
the transactions. The analysis considered cash flow modelling
results for the current and stressed portfolios based on the
recently available 2021 investor reports. The stressed portfolios
are based on Fitch collateral quality matrices specified in the
transactions' documentation and underpins the model implied ratings
in this review.

While the transactions have multiple Fitch collateral quality
matrices, Fitch's analysis wasbased on the matrices that the agency
considered as most relevant based on the current and historical
portfolios for both CLOs. Fitch also applied a 1.5% haircut on the
weighted average recovery rate (WARR) as the calculation of the
WARR in transaction documentation is not in line with the latest
CLO criteria.

The Positive Outlooks reflect that the transaction will exit its
reinvestment period within a year and is expected to begin
deleveraging thereafter.

Diversified Portfolio: Both transactions' portfolio is
well-diversified across obligors, countries and industries. The
largest issuers represent 1.25% (Carlyle 2014-1) and 1.41% (Carlyle
2016-1) of the respective portfolios. The largest 10 issuers
represent 11.19% (Carlyle 2014-1) and 12.27% (Carlyle 2016-1), as
reported by the trustee.

Stable Asset Performance: Both transactions are passing all
collateral quality, portfolio profile and coverage tests. Exposure
to assets with a Fitch-derived rating of 'CCC+' and below
(excluding non-rated assets) is reported by the trustee as 4.34%
for Carlyle 2016-1 and 5.97% for Carlyle 2014-1 compared with the
7.5% limit.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors to be at the 'B'/'B-' rating level for both
transactions. The weighted average rating factor (WARF) calculated
by the trustee was 36.2 for Carlyle 2014-1 and 34.8 for Carlyle
2016-1, below the maximum covenant of 37.0. Fitch calculates the
WARF, under the updated criteria, as 26.3 and 25.8 for Carlyle
2014-1 and Carlyle 2016-1, respectively.

High Recovery Expectations: Senior secured obligations comprise
close to 100% of each transaction's portfolio. Fitch views the
recovery prospects for these assets as being more favorable than
for second-lien, unsecured and mezzanine assets. The Fitch WARR of
the current portfolios as reported by the trustee, is 65.5% for
Carlyle 2014-1 and 66.4% for Carlyle 2016-1.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase of the default rate (RDR) at all rating levels by
    25% of the mean RDR and a decrease of the recovery rate (RRR)
    by 25% at all rating levels in the stressed portfolio would
    result in downgrades of up to five notches for both CLO's,
    depending on the notes;

-- Downgrades may occur if the build-up of the notes' credit
    enhancement (CE) following amortization does not compensate
    for a higher loss expectation than initially assumed due to
    unexpected high level of default and portfolio deterioration.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels in
    the stressed portfolio would result in upgrades of up to three
    notches for Carlyle 2014-1 and up to five notches for Carlyle
    2016-1, depending on the notes;

-- Except for the tranches already at the highest 'AAAsf' rating,
    upgrades may occur in case of better-than-expected portfolio
    credit quality and deal performance, leading to higher CE
    available to cover for losses on the remaining portfolio.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Carlyle Global Market Strategies Euro CLO 2014-1 DAC and Carlyle
Global Market Strategies Euro CLO 2016-1 DAC

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.

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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.

OZLME IV: Fitch Raises Class F Notes to 'B+'
--------------------------------------------
Fitch Ratings has upgraded OZLME IV DAC's class B, C-1, C-2, D, E
and F notes and removed them from Under Criteria Observation (UCO).
Fitch has also affirmed the class A-1 and A-2 notes. The Rating
Outlook for the upgraded classes was revised to Positive from
Stable and the Rating Outlook on the 'AAAsf' rated classes remains
Stable.

     DEBT               RATING            PRIOR
     ----               ------            -----
OZLME IV DAC

A-1 XS1829320784   LT AAAsf   Affirmed    AAAsf
A-2 XS1829321592   LT AAAsf   Affirmed    AAAsf
B XS1829321089     LT AA+sf   Upgrade     AAsf
C-1 XS1829323291   LT A+sf    Upgrade     Asf
C-2 XS1834897040   LT A+sf    Upgrade     Asf
D XS1829322137     LT BBB+sf  Upgrade     BBB-sf
E XS1829322301     LT BB+sf   Upgrade     BBsf
F XS1829323705     LT B+sf    Upgrade     B-sf

TRANSACTION SUMMARY

The transaction is a cash flow collateralized loan obligation
backed by a portfolio of mainly European leveraged loans and bonds.
The transaction is actively managed by Sculptor Europe Loan
Management Limited and will exit its reinvestment period in October
2022.

KEY RATING DRIVERS

CLO Criteria Update and Cash Flow Modelling: The rating actions
mainly reflect the impact of Fitch's recently updated CLOs and
Corporate CDOs Rating Criteria, a shorter risk horizon incorporated
into Fitch's stressed portfolio analysis and stable performance of
the transaction. The analysis considered cash flow modelling
results for the current and stressed portfolios based on recently
available investor reports. The stressed portfolio is based on a
Fitch collateral quality matrix specified in the transaction
documentation and underpins model implied ratings in this review.

While the transaction has two Fitch collateral quality matrices,
Fitch's analysis was based on the matrix that the agency considered
as most relevant given the current and historical portfolios for
this CLO; specifically, the matrix with a top 10 obligors limit of
26.5%. Fitch also applied a 1.5% haircut on the weighted average
recovery rate (WARR) as the calculation of the WARR in transaction
documentation is not in line with the latest CLO criteria.

The Positive Outlook reflects that the transaction will exit its
reinvestment period within a year and is expected to begin
deleveraging thereafter.

Deviation from Model-Implied Rating: The rating for the class B
notes is one notch lower than the model implied rating; this
deviation reflects the small breakeven default rate cushion at the
model-implied rating, which could erode if the portfolio's
performance deteriorates. All other classes were assigned ratings
in line with their respective model implied ratings.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The largest issuer and largest
10 issuers in the portfolio represent 1.7% and 13.5% of the
portfolio, respectively.

Stable Asset Performance: The transaction is passing all collateral
quality, portfolio profile and coverage tests, as of December 2021.
Exposure to assets with a Fitch-derived rating of 'CCC+' and below
is reported by the trustee at 6.5%, compared with the 7.5% limit.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors to be at the 'B'/'B-' rating level. The trustee
calculated Fitch weighted-average rating factor (WARF) is at 33.81,
under the covenant maximum limit of 35.0. The Fitch calculated WARF
is at 24.8 after applying the recently updated Fitch CLOs and
Corporate CDOs Rating Criteria.

High Recovery Expectations: 96.3% of the portfolio comprises senior
secured obligations. Fitch views the recovery prospects for these
assets as being more favorable than for second-lien, unsecured and
mezzanine assets. The Fitch WARR of the current portfolio is
reported by the trustee at 68.0%, compared with the covenant
minimum of 63.85%.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase of the default rate (RDR) at all rating levels by
    25% of the mean RDR and a decrease of the recovery rate (RRR)
    by 25% at all rating levels in the stressed portfolio would
    result in downgrades of up to three notches, depending on the
    notes;

-- Downgrades may occur if the build-up of the notes' credit
    enhancement (CE) following amortization does not compensate
    for a higher loss expectation than initially assumed due to
    unexpected high level of default and portfolio deterioration.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels in
    the stressed portfolio would result in upgrades of up to three
    notches, depending on the notes;

-- Except for the tranches already at the highest 'AAAsf' rating,
    upgrades may occur in case of better-than-expected portfolio
    credit quality and deal performance, leading to higher CE
    available to cover for losses on the remaining portfolio.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

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.

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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.

TOP DRAWER: Examiner Fails to Secure Scheme of Arrangement
----------------------------------------------------------
John Mulligan at Independent.ie reports that an examiner appointed
to a construction firm that has been building a planned social
housing development in Limerick has so far failed to secure a
scheme of arrangement that would see lenders from an Estonia
crowdfunding platform repaid, according to a financial
intermediary.

According to Independent.ie, Dublin-based finance firm Property
Bridges, which originated loans via Estonia's Evoestate website for
Limerick's Top Drawer Developments, has told investors in the
Baltic country that it intends to oppose an extension to the Irish
company's examinership this week if no solution is found.

That could put a plan by housing charity Focus Ireland to buy the
homes for social housing in difficulty, Independent.ie states.

Top Drawer secured the finance via Property Bridges in order to buy
land at Pallaskenry in Limerick and develop 16 houses in Ireland,
Independent.ie discloses.

Limerick City and County signed a fixed-price contract in August
2020 to buy the homes at the more than EUR3.5 million development,
called The Orchard Estate, following approval from the Department
of Housing, Local Government and Heritage, Independent.ie
recounts.

But as it was a fixed-price contract, the Council had no mechanism
to seek additional funding for the planned acquisition from the
Department as inflation costs and supply chain issues hit the
overall price of the project, Independent.ie notes.

The Council then assigned the purchase contract to housing charity
Focus Ireland, which agreed to pay a materially higher price for
the 16 homes than had been agreed by the Council with the
developer, Independent.ie relates.

Property Bridges had told investors in Estonia last year that the
examiner of Top Drawer Developments had made significant progress
in securing alternative funding for the Co Limerick development,
Independent.ie discloses.

The examiner believed that a planned scheme of arrangement would
provide for the redemption of the loans sometime in December,
investors had been told, according to Independent.ie.




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

GAMMA BIDCO: S&P Assigns 'CCC+' Rating to Payment-In-Kind Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue rating to Italy-Based
Gamma Bidco SpA's EUR400 million senior secured payment-in-kind
(PIK) notes due 2026.

Gamma Bidco raised EUR400 million through the issuance of senior
secured PIK notes to finance a dividend distribution to its
shareholders.

The notes were issued by Gamma Bondco, a 100% owned holding
subsidiary of Gamma Bidco's parent entity, Gamma Topco. Hence, the
new PIK senior notes are outside of the senior secured restricted
group of the existing Gamma Bidco notes. The new notes benefit only
from a guarantee from Gamma Topco and are therefore structurally
subordinated to Gamma Bidco's outstanding senior secured notes in
the event of a payment default or restructuring. Management's
current expectation is to cash pay the PIK notes' coupons; however,
in our view the group may elect to instead pay the interest in
kind, allowing it to divert permitted payments or to increase
operating company cash liquidity and flexibility. If the group does
not ultimately pay cash, S&P would expect higher leverage, albeit
also supplemented by greater free operating cash flow (FOCF).

S&P said, "In our view, the transaction illustrates the financial
sponsor's aggressive financial policy. The new issuance comes less
than two years after Apollo acquired Gamma Bidco in February 2020
and a bit more than six months after the debt-funded acquisition of
IGT's business-to-consumer businesses (Lottomatica) in May 2021.
Gamma Bidco only recently emerged from nearly a year of
COVID-19-related restrictions severely affecting operations (with
all restrictions eased in June 2021). The dividend adds about 1.1x
leverage, based on 2022 forecast EBITDA. So we view the transaction
as aggressive because it delays deleveraging at a time when the
group has not completed its integration of Lottomatica and has
shown only a very short track record of improved performance since
reopening. In addition, this is in the context of deeply negative
FOCF in 2021, and while we expect FOCF will materially improve in
2022, DCF will remain neutral to slightly negative due to the
payment of the earnout obligation.

"Gamma Bidco has recently shown a rebound in performance. We
forecast Gamma Bidco's credit metrics in 2021 will be weaker than
we previously anticipated, given the prolonged shutdown of the
retail network in response to the pandemic this year. However,
since the retail network reopened in July, the restart has been
stronger than after the first lockdown and the online channel
continues to perform very well. In addition, the integration of
Lottomatica is progressing and the company has raised synergies
guidance. We note, however, that Gamma Bidco's track record of
performance since acquiring Lottomatica and reopening is very
short. The company reports it has identified EUR65 million of
synergies to be realized by 2023, of which approximately EUR35
million have already been secured and EUR19 million will be
recorded in 2021. Gamma Bidco ultimately plan to spend EUR48
million over the next two years to capture the synergies it
expects.

"Gamma Bidco's credit metrics should materially improve in 2022. We
forecast pro forma S&P Global Ratings-adjusted leverage and FFO to
debt should be about 12x and 4%, respectively, in 2021, before
deleveraging toward 4.4x–4.8x and around 12% in 2022, as the
company fully recovers from the pandemic and realizes further
synergies from Lottomatica's integration. We expect FOCF after
leases to be negative in 2021, at -EUR130 million, largely due to
an expected EUR145 million outflow mainly related to the payment of
gaming taxes levied by PREU (Prelievo Unico Erariale) that were
delayed in 2020 because of the pandemic. FOCF after leases should
recover to about positive EUR110 million-130 million in 2022,
before contractual earn-out obligations.

"DCF will remain neutral to slightly negative in 2022, limiting
headroom to absorb unexpected events in the next 12-24 months. The
group paid the first deferred consideration payment of EUR100
million for Lottomatica's acquisition in August 2021. The second
payment of EUR125 million is due before the end of September 2022.
We anticipate that cash flow after payment of the deferred
consideration will remain slightly negative in 2022. In our view,
there is limited rating headroom to absorb significant delays in
recovery, operational setbacks, or unforeseen events. In
particular, in our base case we assume that the concession tender
to renew the betting and gaming licenses expiring in 2022 will be
postponed by at least three years, in light of a recently announced
public proposal. The upfront renewal payment could be up to EUR400
million, but we assume that the licenses will be extended annually
for an additional fee. We note the regulation in Italy is difficult
to predict and any adverse development could result in material
cash burn, rapidly deteriorating the group's liquidity position or
delaying a path to its cash flow generation after operating and
contractual commitments.

"The stable outlook reflects our expectation that, in the next 12
months, Gamma Bidco will successfully integrate Lottomatica and
recover from the pandemic, with operating performance and credit
metrics at least in line with our base case. In our view, there is
limited rating headroom to absorb a sharper macroeconomic downturn,
material delays in recovery, operational setbacks, or adverse
regulatory developments."

S&P could lower the rating in the next 12 months if Gamma Bidco
were not able to improve credit metrics in line with its base case.
A downgrade could occur because of one or a combination of the
following:

-- Prolonged and significant weakness in operating earnings, for
example, from a new shutdown or restrictions in response to
COVID-19, such that adjusted leverage remains above 5.5x and FFO to
debt below 12% for a long period.

-- DCF after contracted earnouts deteriorated below S&P's-base
case scenario in 2021 or 2022, to an extent that the group was
likely to experience a larger cash burn for longer, which would
place pressure on the group's financial flexibility and liquidity.

-- Liquidity weakened materially, for example due to a delayed
recovery and adverse regulatory developments that could result in
material cash burn beyond 2021.

-- A more aggressive financial policy, reflected in prolonged
weaker credit metrics, debt-funded acquisitions, or shareholder
returns.

-- Heightened risk of a specific default event, such as a
distressed exchange or restructuring, debt purchase below par, or
covenant breach.

An upgrade is unlikely at this stage, given the financial sponsor
ownership. That said, S&P could consider an upgrade if Gamma
Bidco's business and financial standing strengthened significantly.
Ratings upside could follow successful integration of Lottomatica,
a track record of enlarged scale and growth in earnings, margins
anchored above 20% in the average range, and demonstrated product,
channel, and earnings diversity. An upgrade would also be
contingent on leverage declining well below 4x and FOCF to debt
increasing beyond 10% on a sustainable basis, with a clear
commitment from the financial sponsor to maintain conservative
credit metrics within these thresholds for the long term.




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

UNITED GROUP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on telecom provider United Group B.V. and assigned its 'B' issue
rating to the proposed senior secured notes.

The stable outlook reflects S&P's expectation that United Group
will maintain S&P Global Ratings-adjusted debt to EBITDA of
5.5x-6.0x and transition to positive free cash flow pro forma the
full-year contribution from Wind Hellas in 2022.

The Wind Hellas acquisition strengthens United Group's market
position in Greece, but it will remain a small challenger. In S&P's
view, the addition of Wind Hellas enhances the group's scale and
geographic exposure and adds an asset that benefits from an
improved challenger position in Greece, with some cross-selling
opportunities, as well as costs and capex synergies.

United Group improves its positioning within the Greek telecom
market, because Wind Hellas' integration with fixed broadband and
pay-TV provider Nova will create a convergent challenger operator
in Greece with 18% mobile market share, 24% fixed market share, and
33% pay-TV market share.

Wind Hellas also enhances United Group's scale and we expect the
group will generate pro forma revenue of more than EUR2.5 billion
and pro forma adjusted EBITDA of about EUR1.0 billion in 2022.
The transaction strengthens the group's geographic diversity with
no country accounting for more than a third of revenue.
Nevertheless, United Group's key markets are Greece (31% of
revenue), Bulgaria (28%), and other smaller Eastern European
countries.

The transaction rationale is also based on cross selling
opportunities, including selling mobile postpaid contracts to
Nova's fixed broadband or pay-TV subscribers and growth in pay-TV
subscribers, leveraging Wind Hellas' fixed base and Nova's
entertainment offering. This should have a positive impact on churn
as convergence increases. S&P also sees costs and capex synergies
through simplification of processes and organization, which could
support United Group's profitability and cash flow in the medium
term.

While S&P views the acquisition as positive for the group's scale
and position in Greece, strengthening United Group's position
within the fair category of business risk, Wind Hellas is a
relatively small challenger in the Greek market and competes with
both the dominant and well capitalized incumbent OTE, and with
Vodafone. In addition, Wind Hellas is trying to expand its
fixed-line position, so it has been and is expected to invest
heavily in capex and is yet to generate free cash flow.

Country-related risks, the focus on relatively small markets--where
United Group usually lacks leading position, especially in
mobile--and limited cash flow are key rating constraints. United
Group's business risk profile remains constrained by:

-- Its operations in relatively small markets, where country risks
are elevated, including higher price sensitivity than in wealthier
markets, exposure to piracy, and grey market activities.

-- Predominance of mobile operations in these markets--accounting
for 28% of total revenue--which tend to be more volatile than fixed
broadband, and lack of leading mobile position in markets where
United Group offers these services.

-- Positive free operating cash flow (FOCF) pro forma the
integration of Wind Hellas, depending on United Group's execution
of cross selling opportunities and delivering on planned
synergies.

S&P said, "We expect United Group's pro forma adjusted leverage
will improve, but remain above 5.5x. The acquisition of Wind Hellas
has a positive impact on the group's adjusted leverage given that
United Group acquired Wind Hellas at an approximately 6.0x multiple
(adjusted for leases), compared with United Group's stand-alone
adjusted leverage of 6.4x in 2021. We also expect synergies from
Wind Hellas' combination with Nova will further support margin
improvement and cash flow. Still, our rating factors in still-high
adjusted debt to EBITDA in the 5.5x-6.0x range and improving, but
still modest, cash flow with FOCF to debt at less than 5.0%.

"Any deviation from synergy plan or additional bolt-on acquisitions
could deteriorate United Group's credit metrics. We are mindful
that improvement in adjusted debt to EBITDA planned in 2022 relies
on the company's capacity to deliver on its plan for cross selling
opportunities, as well as cost and capex optimization. Any
deviation would result in a higher leverage. We also believe
ongoing network investment will continue to constrain FOCF at
modest levels. Finally, United Group has historically been
acquisitive, and we do not exclude further bolt-on or even
transformative acquisitions that could deteriorate the group's
leverage metric.

"The stable outlook reflects our view that United Group will
continue to benefit from strong organic revenue growth of more than
5% and successfully integrate Wind Hellas, helping it reduce
adjusted pro forma leverage to 5.5x-6.0x in 2022 and strengthen
FOCF at modest positive levels. We forecast funds from operations
(FFO) cash interest coverage will sustainably exceed 3.0x.

"We could lower our ratings if we expect adjusted leverage to
weaken above 7.5x, FFO cash interest declines to less than 2.5x, or
underperformance leads to sustained significant negative FOCF that
strong commercial success does not offset. We could also lower the
rating if we view liquidity as less than adequate, for example, if
the group draws a very significant amount from its revolving credit
facility (RCF).

"We could raise our ratings should adjusted debt to EBITDA
sustainably strengthen to less than 5.5x and FOCF to debt trend
toward 5%. This improvement would also be supported by market share
gains across United Group's footprint, coupled with stronger
profitability and cash flow generation that would align it more
with stronger peers. We believe an upside scenario is unlikely over
the next 12 months because the ratings remains constrained by the
group's modest FOCF prospects due to the integration of Wind
Hellas, the group's ambitious growth plans, and our view that
United Group might close additional bolt-on acquisitions."

ESG credit indicators: E-2 S-2 G-3

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of United, reflecting
the group's majority ownership by two private-equity companies. Our
assessment of the company's financial risk profile as highly
leveraged considers corporate decision-making that prioritizes the
interests of the controlling owners, as is the case for most rated
entities owned by private-equity sponsors. Our assessment also
reflects their generally finite holding periods and a focus on
maximizing shareholder returns. In addition, we incorporate the
company's aggressive merger and acquisition strategy, and the
challenging situation it faces at subsidiary Vivacom, where a
number of lawsuits are outstanding (though related to its previous
ownership)."

ESG credit factors are:

-- Governance structure
-- Risk management, culture, and oversight




===========
R U S S I A
===========

EXPOBANK JSC: Fitch Affirms 'BB-' LT IDRs, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed the Expobank JSC's (Expo) Long-Term
Issuer Default Ratings (IDRs) at 'BB-'. The Outlooks are Stable.

Fitch has withdrawn Expo's Support Rating of '5' and Support Rating
Floor of 'NF' as they are no longer relevant to the agency's
coverage following the publication of its updated Bank Rating
Criteria on 12 November 2021. In line with the updated criteria,
Fitch has assigned Expo a Government Support Rating (GSR) of 'No
Support' (ns).

KEY RATING DRIVERS

IDRs and Viability Rating (VR)

The IDRs of Expo are driven by its standalone credit profile, as
captured by its VR of 'bb-'. The VR reflects Expo's strong
performance through the cycle, healthy asset-quality metrics
despite the pandemic, reasonable capitalisation and stable funding
and liquidity profiles. The VR also captures the bank's limited
franchise - albeit more visible in the car financing segment - and
rapid credit growth.

Impaired loans (Stage 3 and purchased or originated credit-impaired
under IFRS 9) accounted for 5.4% of gross loans at end-3Q21, up
from 4.1% at end-2020. Coverage of impaired loans by total loan
loss allowances (LLAs) was adequate at 88%. The impact of the
pandemic on Expo's asset quality has been limited to date and most
borrowers who were granted credit holidays have returned to loan
repayment schedules. However, rapid lending growth (35% in 9M21,
mainly in the car-financing segment) implies that a share of the
loan book remains unseasoned.

Profitability is healthy with operating profit/regulatory
risk-weighted assets (RWA) of 2.7% in 9M21 (annualised, excluding
gains from a purchase of 15% stake in SDM Bank). Its net interest
margin was a strong 7% in 9M21, underpinned by the bank's focus on
retail lending (55% of gross loans at end-3Q21). Annualised cost of
risk remained moderate at 2.3% in 9M21.

Expo's capitalisation is reasonable, despite credit growth
exceeding internal capital generation in 9M21, and Fitch Core
Capital (FCC)/consolidated regulatory RWAs declined to 15.4% at
end-3Q21 from 16.7% at end-2020. Its prudential consolidated common
equity Tier 1 (CET1) ratio of 10.5% at end-3Q21 was comfortably
above the regulatory minimum of 7% (including buffers).

Customer deposits made up 84% of liabilities at end-3Q21, mostly
represented by granular retail accounts (57% of total). Issued
debt, direct repo and interbank funding made up a further 14% of
liabilities. Expo's liquidity cushion is healthy with highly liquid
assets (cash, equivalents and unpledged securities available for
repo) at 32% of assets at end-3Q21, covering 46% of customer
deposits.

GSR

Expo's GSR of 'ns' reflects Fitch's view that support from the
Russian authorities cannot be relied on, due to the bank's limited
systemic importance. Support from private shareholders cannot be
reliably assessed and is therefore not factored into the ratings.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- Fitch could downgrade Expo's ratings if rapid growth results
    in material weakening of asset quality, the bank's
    profitability significantly deteriorates or if regulatory
    capital ratios are eroded to an extent where they are only
    marginally above the regulatory requirements including
    buffers.

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- An upgrade would require strengthening of the bank's risk
    profile, as evident in lower growth, while maintaining decent
    performance and healthy capitalisation at around current
    levels.

VR ADJUSTMENTS

The operating environment score of 'bbb-' has been assigned above
the 'bb' category implied score, due the following adjustment
reason: 'macroeconomic stability' (positive).

The asset quality score of 'bb-' has been assigned below the 'bbb'
category implied score, due to the following adjustment reason:
'underwriting standards and growth' (negative).

The earnings and profitability score of 'bb' has been assigned
below the 'bbb' category implied score, due to the following
adjustment reason: 'revenue diversification' (negative).

The capitalisation score of 'bb-' has been assigned below the 'bbb'
category implied score, due to the following adjustment reasons:
'internal capital generation and growth' (negative) and 'size of
capital base' (negative).

The funding and liquidity score of 'bb' has been assigned below the
'bbb' category implied score, due to the following adjustment
reason: 'deposit structure' (negative).

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This 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.

SDM-BANK: Fitch Affirms 'BB' LT IDRs, Outlook Stable
----------------------------------------------------
Fitch Ratings has affirmed Russia-based SDM-Bank PJSC's (SDM)
Long-Term Issuer Default Ratings (IDRs) at 'BB' with a Stable
Outlook.

Fitch has withdrawn SDM's Support Rating and Support Rating Floor
as they are no longer relevant to the agency's coverage following
the publication of its updated Bank Rating Criteria on 12 November
2021. In line with the updated Criteria, Fitch has assigned SDM a
Government Support Rating (GSR) of 'ns'.

KEY RATING DRIVERS

IDRS AND VIABILITY RATING (VR)

The Long-Term IDRs of SDM are driven by its standalone credit
profile, as reflected by its VR of 'bb'. The VR captures the bank's
good asset quality stemming from low tolerance to risk,
conservative business model and asset structure, an extended record
of stable performance through the credit cycle, reasonable
capitalisation and a strong funding and liquidity profile. The VR
also reflects SDM's narrow franchise in the concentrated Russian
banking system and exposure to market risk, given the bank's large
securities book.

Impaired loans (Stage 3 loans under IFRS9) equalled 5% of gross
loans at end-3Q21, an improvement from 7% at end-2020, due to
recoveries on legacy problem exposures and lending growth. Impaired
exposures were 1.3x covered by total loan loss allowances (LLAs),
albeit some of these were backed by hard collateral with reasonable
loan-to-value ratios. Stage 2 loans were a small 2% of the loan
book.

The bank's asset quality is supported by a conservative asset
composition, with net loans making up only 27% of total assets
while the bulk of non-loan assets (two-thirds of total assets)
consisting of good-quality liquid assets (cash, balances with the
Central Bank of Russia (CBR) and investments in bonds). Almost 80%
of bond holdings were of investment-grade quality.

The bank's focus on lower-yielding securities book as the main
source of interest income results in modest net interest margins
(4% in 2020 and 9M21, annualised). However, owing to the low share
of loans in total assets, the bank's buffer of pre-impairment
profit is healthy (8% of average gross loans in 9M21). The cost of
risk decreased to near-zero in 9M21, after a modest increase in
2020 (1% of average loans), translating into a reasonable return on
average equity of 12% in 9M21 (annualised).

SDM's capitalisation is good, supported by modest growth of
risk-weighted assets (RWAs) in recent years and a conservative
dividend policy. The Fitch Core Capital ratio was 14% at end-3Q21,
decreasing from 17% at end-2020, due to higher loan growth.
Regulatory capitalisation is also good, with Tier 1 and Total
capital ratios at 12.7% and 13.6% at end-3Q21, respectively, well
above the statutory minimums (with buffers) of 8.5% and 10.5%.

Given the low share of loans in total assets, the loans/deposits
ratio was a low 37% at end-3Q21. The bank is predominantly funded
by customer accounts (90% of total liabilities at end-3Q21), while
wholesale debt (interbank funding) was limited (8% of liabilities).
Focus on deposits from affluent retail customers results in high
single-name concentration, with the 20-largest customers making up
36% of total deposits at end-3Q21. The bank's ample liquidity
buffer (mainly investment-grade securities and balances with the
CBR) covered almost 70% of customer deposits at end-3Q21.

GSR

The GSR of 'ns' reflects Fitch's view that support from the Russian
authorities cannot be relied upon, due to the bank's limited
systemic importance. Support from SDM's private shareholders cannot
be reliably assessed and is therefore not factored into the
ratings.

RATING SENSITIVITIES

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- SDM's ratings could be downgraded in case of a significant
    weakening of capitalisation (with buffer over the statutory
    capital minimums falling below 100bp), due to either material
    deterioration of asset quality or large revaluation losses on
    the securities book. Negative rating action could also stem
    from high outflows of customer funding. However, none of these
    scenarios is currently expected by Fitch.

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Upside to SDM's ratings is currently limited and would require
    a material strengthening of the bank's currently limited
    franchise while also maintaining a robust risk-management
    framework and stable asset quality together with improving
    operating profitability.

VR ADJUSTMENTS

The operating environment score of 'bbb-' has been assigned above
the 'bb' category implied score, due the following adjustment
reason: 'macroeconomic stability' (positive).

The business profile score of 'bb-' has been assigned above the 'b'
category implied score, due the following adjustment reasons:
'business model' (positive), 'management and governance'
(positive).

The earnings and profitability score of 'bb-' has been assigned
below the 'bbb' category implied score, due to the following
adjustment reason: 'revenue diversification' (negative).

The capitalisation score of 'bb' has been assigned below the 'bbb'
category implied score, due to the following adjustment reason:
'size of capital base' (negative).

The funding and liquidity score of 'bb+' has been assigned below
the 'a' category implied score, due to the following adjustment
reason: 'deposit structure' (negative).

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This 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.



=========
S P A I N
=========

ACI AIRPORT: S&P Ups Debt Ratings to 'BB', Then Withdraws Rating
----------------------------------------------------------------
S&P Global Ratings raised its rating on ACI Airport Sudamericana
S.A.'s (ACI or the project) Series 2015 and Series 2020 notes to
'BB' from 'CCC'. S&P doesn't rate the new Series 2021 notes.
Immediately after this rating action, S&P withdrew all ratings on
the project's debt upon the issuer's request.

ACI launched a debt exchange in connection with the renegotiation
of its Carrasco International Airport concession that extended it
to 2053 from 2033; the enlargement of the asset portfolio to
incorporate six additional, small domestic airports; and related
capex. With an acceptance of 93%, the amendments and new features
improved the project's credit strength by repaying fully Puerta del
Sur's (PdS's) senior bond (removing the previously existing
subordination), extending the term of ACI's debt by two years, and
providing cash flow relief due to the three-year grace period for
the new Series 2021 notes, which will better accommodate capex for
the enlarged portfolio, while air traffic gradually recovers to
pre-pandemic levels. (PdS is ACI's operating subsidiary and
operates the Carrasco International Airport in Montevideo,
Uruguay.) In addition, ACI's liquidity improved, particularly in
the upcoming two years, due to the funding of the interest payment
account that services Series 2021 notes in 2022 and most of 2023.
Despite not achieving a 100% acceptance, debt service for Series
2015 and Series 2020 notes will be minimal in 2022 and 2023 (about
$2 million only per year), which should be comfortably met with
cash flows, according to S&P's base-case scenario. Finally, the
incorporation of PdS as guarantor of ACI's senior debt enhanced the
lenders' structural position.

S&P's base-case scenario assumed the minimum debt service coverage
ratio (DSCR) of about 1.1x in 2024 and the average DSCR of 1.46x.




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

ARCADIA: Green to Get Up to GBP2.5MM in Payouts on Topshop Store
----------------------------------------------------------------
Sarah Butler at The Guardian reports that Philip Green and his
family are poised to receive up to GBP2.5 million more in payouts
from their former Topshop retail empire on top of GBP50 million
paid out last year.

According to The Guardian, the Greens, who owned Arcadia Group
until it fell into administration in 2020, are in line for the
payment based on an GBP11 million loan secured by their Aldsworth
Equity group against a former Topshop store in Norwich.

The collapse of the group resulted in the loss of thousands of jobs
as 162 sites closed down, and in a GBP500 million-plus pension
scheme deficit, The Guardian discloses.

The Norwich loan arrangement, which is buried in administrators'
documents, prioritises the Greens' debt above most other creditors,
The Guardian notes.

The payout comes on top of the repayment of a GBP50 million loan
issued by Aldsworth against Topshop's Daventry warehouse which was
settled in May after the building was sold by administrators, The
Guardian states.

According to The Guardian, in a new report sent to creditors of
Topshop, seen by the Guardian, administrators say the 39,000 sq ft
Norwich store, which Arcadia bought for GBP12 million in 2016, has
been sold for GBP2.5 million, and the Aldsworth fund will receive
the proceeds, after costs.

The latest administrators' report on the Greens' retail empire
showed that unsecured creditors to Topshop alone are owed almost
GBP140 million, The Guardian discloses.  At least GBP36 million of
that money is expected to be repaid after the sale of the group's
assets including the Topshop brand and stock to online specialist
Asos, but most creditors will not be paid in full, according to The
Guardian.

It previously emerged that more than 1,000 suppliers to the group
are likely to get less than 1% of the money owed to them, The
Guardian states.

In all, Arcadia Group Ltd, the parent company of Topshop, Dorothy
Perkins, Burton and Miss Selfridge, owed creditors GBP800 million
when it called in administrators, The Guardian relays, citing a
statement of the group's financial affairs prepared by Arcadia's
board in 2021.

The Guardian revealed last year that Arcadia Group had a pension
deficit of GBP510 million when it collapsed.  Trustees of the
scheme have so far received GBP185 million from the sale of Arcadia
assets as part of GBP210 million in secured funds agreed under a
2019 deal between the pensions regulator and the Green family.

The family, who benefited from a GBP1.2 billion dividend from
Arcadia in 2005, as well as more than GBP300 million in interest
payments on loans and rents on properties that they owned, put in
GBP100 million of extra funding into the group's pension under the
deal, The Guardian discloses.

The pension scheme is expected to receive more funds following the
completion of the sale of Topshop's long leasehold of its former
flagship store on London's Oxford Street to the parent group of
furniture retailer Ikea, according to The Guardian.


ARENA TELEVISION: Owes GBP1.3 Million in Unpaid Wages
-----------------------------------------------------
Sabah Meddings and Sam Chambers at The Times report that staff at
Arena Television are owed almost GBP1.3 million in unpaid wages
after the firm collapsed into administration amid fraud
allegations.

According to The Times, more than 70 employees are among the
creditors owed millions of pounds after the outside broadcaster was
discovered to have taken out almost GBP300 million in loans.
Administrators to Arena said it had secured more than GBP280
million against assets that did not exist.

They are investigating alleged fraud and have launched a legal
claim against the company's two former directors, Richard Yeowart
and Robert Hopkinson, who are being sued for breach of fiduciary
duty, The Times discloses.  The two men have not been seen at
Arena's premises since December 2020 and have left the country, The
Times notes.



HOTTER SHOES: To Sell Third-Party Brands After Relisting
--------------------------------------------------------
Isabella Fish at Drapers reports that the parent company of Hotter
Shoes will introduce clothing and third-party brands after
relisting on London Stock Exchange's junior Aim market at the end
of January.

As previously reported by Drapers, Electra Private Equity will
delist from the main London Stock Exchange and be admitted to Aim
on Jan. 31, when it will be renamed Unbound Group.  Shareholders
approved the relisting at a general meeting on December 30, 2021,
Drapers relates.  

According to Drapers, Hotter Shoes chief executive Ian Watson will
become CEO of Unbound Group.  He explained that, with core brand
Hotter Shoes' market capitalisation of less than GBP100 million (it
currently stands at GBP30.3 million), the business is better suited
to the smaller Aim market, Drapers relays.

Under the new listing, Unbound Group plans to become a multi-brand
retail platform aimed at the 55-plus demographic, Drapers
discloses.

Hotter's revenues were up 9% year on year during November and
December 2021, with a gross margin of 65.5%, despite supply chain
cost and availability issues, and the rapid spread of the Omicron
variant of Covid-19, which suppressed high street demand, Drapers
states.

It comes after the brand's company voluntary arrangement (CVA) was
given the green light by creditors in July 2020, allowing the
business to cull its store portfolio from 61 shops to 15 and change
the terms of rental payments, Drapers notes.


IAIN POTTER: Cash Flow Woes Prompt Liquidation
----------------------------------------------
Business Sale reports that South Lanarkshire-based construction
firm Iain Potter Construction (IPC) has entered liquidation after
falling into a "severely constrained cash flow position".

According to Business Sale, the company's cash flow was impacted by
rising costs for labour and raw materials, as well as increasing
overheads and contractual difficulties.

The company's sole director had undertaken efforts to improve IPC's
position, however, sufficient funds could not be secured and costs
could not be sufficiently reduced, Business Sale notes.  As a
result, the director placed the business into administration on
Jan. 7, with joint liquidators Blair Nimmo and Alistair McAlinden
on Interpath Advisory saying the absence of funding meant they had
no option but to cease trading upon their appointment, Business
Sale discloses.

Interpath CEO Blair Nimmo said that the collapse of the company was
indicative of broader issues facing the Scottish construction
sector and warned that further liquidations were likely, Business
Sale relates.

"The collapse of IPC is another worrying sign of the challenges
presently facing the Scottish construction sector and,
particularly, subcontractors," Business Sale quotes Mr. Nimmo as
saying.

He added: "IPC was a well-known contractor and its insolvency will,
unfortunately, not be the last we will see in the early months of
2022."


JAMIE OLIVER: To Get GBP1.75MM While Suppliers are Owed Millions
----------------------------------------------------------------
Richard Eden at Daily Mail reports that TV chef Jamie Oliver has
recouped GBP1.75 million after his restaurant company went bust.

Mr. Oliver faced a spectacular downfall when his restaurant empire
collapsed in 2018, owing millions of pounds to his suppliers, Daily
Mail recounts.

This may, however, cause his suppliers to boil over, Daily Mail
notes.

The celebrity chef, 46, closed 22 of his Jamie's Italian
restaurants with the loss of 1,000 jobs in May 2019 after profits
plunged as customers stayed away, Daily Mail discloses.

The business, Jamie's Italian, owed around GBP83 million when it
went bust, Daily Mail states.  Mr. Oliver ploughed in about GBP15
million of his own money, and now GBP1.75 million will be paid to
his holding company, Jamie Oliver Holdings Ltd., Daily Mail
relays.

In January last year, the company's administrator KPMG revealed
that the majority of the GBP83 million owed to secured and
unsecured creditors such as food suppliers, councils and landlords
would not be recovered, Daily Mail recounts.  

According to Daily Mail, auditors said that while three Jamie's
Italian restaurants and delis at Gatwick Airport remain open, the
people owed money for the past eight months are likely to be
significantly out of pocket.

Now it has emerged that unsecured creditors, such as the suppliers
owed millions, will have to share GBP600,000 that has been set
aside for their claims, Daily Mail notes.

One of the largest debts to a supplier is the GBP221,494 run up by
the chain with Direct Meats, based in Essex, according to Daily
Mail.


ROCHESTER FINANCING 3: Fitch Raises Class X Notes to 'B'
--------------------------------------------------------
Fitch Ratings has upgraded Rochester Financing No. 3's class X
notes and affirmed the rest. The class E and X notes have been
removed from Rating Watch Positive (RWP).

    DEBT              RATING           PRIOR
    ----              ------           -----
Rochester Financing No.3

A XS2348602835   LT AAAsf  Affirmed    AAAsf
B XS2348603643   LT AAsf   Affirmed    AAsf
C XS2348603999   LT A-sf   Affirmed    A-sf
D XS2348604021   LT BBBsf  Affirmed    BBBsf
E XS2348604377   LT BB+sf  Affirmed    BB+sf
F XS2348604534   LT BB+sf  Affirmed    BB+sf
X XS2348604963   LT Bsf    Upgrade     B-sf

TRANSACTION SUMMARY

Rochester 3 is a securitisation of non-prime owner-occupied (OO)
and buy-to-let (BTL) mortgages previously securitised in Rochester
Financing No.2 and backed by properties in the UK. The mortgages
were originated by DB Bank UK Ltd (68.9%), Money Partners Ltd
(29.4%) and Edeus Mortgage Creators Ltd (1.7%).

KEY RATING DRIVERS

Off RWP: The class E and X notes have been removed from the RWP
assigned in July 2021, following the retirement of Fitch's
coronavirus-related additional stress scenario analysis for BTL
assets.

The retirement of the additional stress analysis is the result of
improved macroeconomic forecasts, the limited performance
deterioration observed so far, and Fitch's expectation that the
stress included in Fitch's asset assumptions is sufficient to
account for the remaining uncertainty related to the Covid-19
pandemic. As the proportion of BTL loans is material at 17%, the
retirement of these assumptions has contributed to the upgrade of
the class X note. The class E notes would have been upgraded as a
result of the retirement of the additional stress analysis, but the
rating has been capped at 'BB+' by the deferral of material
interest.

Increasing Credit Enhancement: The transaction has begun to
amortise sequentially, allowing credit enhancement (CE) to build
up. As a result of the short period between this review and
closing, CE has not yet built up sufficiently to support upgrades
of the remaining notes, leading to affirmations for the majority of
notes.

Stable Asset Performance: Asset performance has remained stable
since closing in June 2021. One-month plus arrears were 16.5% as of
October 2021, versus 15.5% as of August 2021 while three-month plus
arrears have decreased to 8.6% from 8.8% across the same period.
Hence, excess spread continues to be robust and can be used to
repay the class X notes, resulting in today's upgrade.

Foreclosure Frequency Macroeconomic Adjustments: Fitch applied
foreclosure frequency (FF) macroeconomic adjustments to the OO
non-conforming sub-pool, because of Fitch's expectation of
temporary mortgage under-performance. The end of the government's
repossession ban has resulted in renewed uncertainty over
borrowers' performance in the UK non-conforming sector, where many
borrowers have already rolled into late arrears over recent months.
Borrowers' payment ability may also be challenged, with the end of
the coronavirus job-retention scheme and self-employed income
support scheme. The adjustment is 1.59x at 'Bsf' while no
adjustment is applied at 'AAAsf' as assumptions are deemed
sufficiently remote at this level.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- The transaction's performance may be affected by adverse
    changes in market conditions and economic environment.
    Weakening economic performance is strongly correlated to
    increasing levels of delinquencies and defaults that could
    reduce CE available to the notes.

-- Additionally, unanticipated declines in recoveries could also
    result in lower net proceeds, which may make certain notes
    susceptible to negative rating action, depending on the extent
    of the decline in recoveries.

-- Fitch conducts sensitivity analyses by stressing both a
    transaction's base-case FF and recovery rate (RR) assumptions,
    and examining the rating implications on all issued notes. We
    tested a 15% increase in the weighted average (WA) FF and a
    15% decrease in the WARR. The ratings on the subordinated
    notes could be downgraded by up to five notches as a result.

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Stable to improved asset performance driven by stable
    delinquencies and defaults would lead to increasing CE levels
    and, potentially, upgrades. Fitch tested an additional rating
    sensitivity scenario by applying a decrease in the WAFF of 15%
    and an increase in the WARR of 15%. The ratings on the
    subordinated notes could be upgraded by up to six notches as a
    result.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

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.

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

Rochester Financing No.3 has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security, due to
the high proportion of interest-only OO mortgages, which could
contribute to tail risk at the end of the transaction as a result
of material bullet payments. This has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

Rochester Financing No.3 has an ESG Relevance Score of '4' for
Human Rights, Community Relations, Access & Affordability, due to
the presence of legacy OO mortgages with limited affordability
checks and self-certified income. This has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This 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.


                           *********


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-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2022.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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