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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

          Tuesday, February 20, 2024, Vol. 25, No. 37

                           Headlines



F R A N C E

POSEIDON BIDCO: Moody's Rates New EUR1.1BB Secured Term Loan 'B2'


G E R M A N Y

BODY SHOP: German Stores Put Into Administration


G R E E C E

INTRALOT SA: Fitch Affirms 'CCC+' LongTerm IDR, Off Watch Positive


I R E L A N D

BAIN CAPITAL 2022-2: Fitch Assigns 'B-sf' Final Rating on F-R Notes
BLUEMOUNTAIN FUJI III: Moody's Affirms B2 Rating on Class F Notes
DILOSK RMBS 8: Moody's Assigns Caa3 Rating to EUR4.1MM X Notes


L U X E M B O U R G

ARENA LUXEMBOURG: Moody's Hikes CFR to Ba3, Outlook Remains Stable


N O R W A Y

ADEVINTA ASA: S&P Places 'BB-' ICR on CreditWatch Negative


R O M A N I A

CEC BANK: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable


U N I T E D   K I N G D O M

AFE SA: S&P Lowers ICR to 'SD' on Completed Debt Restructuring
ARDONAGH MIDCO 2: Fitch Assigns 'B-' LongTerm IDR, Outlook Positive
BCM SCAFFOLDING: Goes Into Administration
CORINTHIAN PENSION: Placed in Administration
FARFETCH LIMITED: Fitch Lowers IDR to 'D' & Then Withdraws It

GO-AHEAD GROUP: Fitch Lowers LongTerm IDR to 'BB+', Outlook Stable
KIER GROUP: Fitch Gives 'BB+' LongTerm IDR, Outlook Stable
LONDON CAPITAL: Ran "Ponzi Scheme", High Court Hears
REKOM UK: Owed More Than GBP120 Million at Time of Collapse
T.G. HOWELL: Bought Out of Administration by Robert Price

WOODWARDS LAW: Blames Collapse on Change in Creditors' Approach

                           - - - - -


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F R A N C E
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POSEIDON BIDCO: Moody's Rates New EUR1.1BB Secured Term Loan 'B2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 instrument rating to
the proposed EUR1.1 billion senior secured term loan B2 (term loan
B) due 2030 to be issued by Poseidon BidCo S.A.S (Ingenico or the
company). The outlook on the rating is stable.

Proceeds of the issuance of the proposed senior secured term loan
B, together with EUR100 million of cash from the company's balance
sheet, are expected to be used to refinance the company's existing
EUR1.05 billion senior secured term loan B due 2028, pay
approximately EUR100 million of cash dividends to shareholders and
cover transaction costs.

RATINGS RATIONALE

The new senior secured term loan B due 2030 is rated at the same
level as Ingenico's B2 Corporate Family Rating (CFR), reflecting
the size of Ingenico's other liabilities, including its trade
payables, pensions and operating leases; its pari passu ranking
with Ingenico's existing EUR250 million senior secured revolving
credit facility (RCF), which the company intends to upsize by up to
EUR50 million as part of the proposed refinancing; and the
existence of upstream guarantees on the senior secured term loan
and senior secured RCF.

Moody's views the refinancing and dividend distribution as having a
broadly neutral impact on Ingenico's credit profile. This is
because the new term loan B only represents a modest increase in
debt quantum of EUR50 million. Additionally, although the company
plans to use a significant amount of its cash balance in order to
fund the planned dividend to shareholders, Moody's estimates that
Ingenico's liquidity will remain adequate, supported by around
EUR100 million of proforma cash on balance sheet at closing of the
refinancing, access to the fully undrawn RCF and expectations of
positive Moody's-adjusted FCF generation going forward. Overall,
Moody's considers the dividend distribution to remain consistent
with a financial policy which favours shareholders over creditors.
Finally, Moody's views the extension of debt maturity by around
one-and-a-half years to 2030 to be favourable but on the whole
modest.

Ingenico's financial performance since the closing of the leveraged
buyout by funds managed by affiliates of Apollo Global Management,
LLC (Apollo) in 2022 has been solid. Year-to-date trading through
September 30, 2023 demonstrated year-over-year revenue growth of
around 9% leading to a 38% increase in company-adjusted EBITDA,
driven by both revenue growth and cost control, and an improvement
in Moody's-adjusted leverage to 3.9x as of September 30, 2023
(proforma for the refinancing). Going forward, Moody's considers
that Ingenico's Moody's-adjusted leverage will remain broadly
unchanged over the next 12-18 months, though this is dependent on
whether the company elects to pursue an aggressive financial policy
through additional debt-funded dividend payments.

Ingenico's B2 CFR is supported by the company's 1) leading market
positions in the global POS terminal market, underpinned by a large
installed base; 2) significant geographic revenue diversification
and large customer base; and 3) technological know-how and solid
R&D capabilities.

Concurrently, the rating is constrained by 1) Ingenico's narrow
business focus and exposure to the cyclical, very competitive, and
low-growth point of sale (POS) terminal market; 2) execution risk
related to the company's ability to deliver cost savings; 3) the
risk that an increasing share of online payment transactions may
hamper its POS installed base growth; and 4) moderately high
leverage as well as the potential for debt-financed acquisitions or
dividend payments.

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 EBITDA
(determined in accordance with the agreement) generated in France,
USA and UK, and will include all companies representing 5% or more
of total consolidated EBITDA. Only companies incorporated in those
countries are required to provide guarantees and security. Security
will be granted over key shares, bank accounts and receivables, and
all assets security will be granted in UK and USA.

Unlimited pari passu debt is permitted up to the opening senior
secured net leverage ratio, and unlimited unsecured debt is
permitted up to the opening total net leverage ratio. Any
restricted payments is permitted if total leverage is below a level
0.5x below opening, and any investment is permitted below a level
0.25x below opening. Repayment of asset sale proceeds is not
subject to a leverage condition.

Adjustments to consolidated EBITDA include the full run rate of
cost savings and synergies, capped at 25% of consolidated EBITDA
and believed to be realisable within 24 months of the relevant
event.

The proposed terms, and the final terms may be materially
different.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that
Moody's-adjusted debt/EBITDA and EBITA/interest will remain
positioned within the thresholds for a B2 CFR. The outlook also
assumes no material releveraging from any future debt-funded
acquisitions or shareholder distributions, as well as the company
maintaining an adequate liquidity profile supported by good FCF
generation such that Moody's-adjusted FCF/debt remains at least in
the mid single-digit levels.

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

Positive pressure on the ratings could develop if Ingenico records
growth in revenue and Moody's-adjusted EBITDA such that
Moody's-adjusted leverage is maintained below 4.0x; and
Moody's-adjusted FCF/debt rises sustainably towards high
single-digit levels. Any positive rating action would also require
the company to maintain adequate liquidity and would depend on the
company's financial policy. For example, positive rating action
would be less likely in the event of material debt-funded
acquisitions or shareholder distributions.

Conversely, negative rating pressure could occur if the company
loses market share or expected organic revenue and EBITDA growth
does not materialize; or Moody's-adjusted leverage is materially
above 5.0x on a sustained basis, especially if Moody's-adjusted
FCF/debt is not sustained at mid-single digit levels; or the
company's liquidity deteriorates so that it is no longer adequate.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Business and
Consumer Services published in November 2021.

COMPANY PROFILE

Ingenico is the leading authentication and payment initiation
provider globally. It provides POS terminals and embedded software,
which permit the authentication of cardholders and initiation of
payments, as well as POS-related services. In 2023, the company
generated revenue of EUR1.4 billion and EUR390 million of
company-adjusted EBITDA.




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G E R M A N Y
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BODY SHOP: German Stores Put Into Administration
------------------------------------------------
Sarah Butler at The Guardian reports that The Body Shop's mainland
European businesses have begun shutting down, with the German
stores put into administration and its Belgian staff told they will
be next, placing more than 460 jobs at risk across the two
countries.

The closures come after Aurelius, the German restructuring
specialist that bought The Body Shop last year, put the ethical
beauty chain's main UK business into administration last week, The
Guardian notes.

Most of the European operations were sold last month to a buyer
whose identity was not initially disclosed by Aurelius, The
Guardian recounts.  Staff were told the buyer was a "family office"
-- a term that typically refers to the management of personal
wealth, The Guardian notes.

It is understood the buyer is Alma24, a company controlled by
Friedrich Trautwein, an executive who has close links to Aurelius,
The Guardian discloses.  Alma24 is also understood to have taken
control of The Body Shop in Japan and Ireland, The Guardian
states.

According to The Guardian, staff said they had been told that all
60-plus stores and the head office in Germany, where the business
employs almost 400 people, were likely to close.  An insolvency
specialist, Dr Biner Baehr at the law firm White & Case, has been
appointed to handle the German business, The Guardian relates.

Workers in Belgium, where the chain has about 16 stores and 50
employees, are also understood to have been told on Feb. 16 that
administrators were to be appointed, The Guardian notes.

Sources said The Body Shop's operations in Ireland, Austria and
Luxembourg, which together have about 20 stores and more than 100
staff, were also expected to be put into administration shortly,
The Guardian relays.  The Austrian and French websites were not
operating on Feb. 16.

Aurelius agreed to pay GBP207 million for The Body Shop in November
last year and took control in January, The Guardian recounts. It
only paid GBP117 million upfront, with a further GBP90 million
"earn-out" that would only be paid if The Body Shop reached certain
financial goals, The Guardian states.  With large parts of the
business now sold off and expected to close, it is not clear if
those goals will be reached, according to The Guardian.

Aurelius, The Guardian says, is the main creditor to the UK arm of
The Body Shop and so is expected to buy back a downsized version of
the business -- with as few as 100 stores -- from administrators.

Shortly after buying the business, Aurelius made loans to the group
that were secured against intellectual property assets and shares
in its Canadian arm, as first reported by the Financial Times, The
Guardian notes.  This arrangement effectively gives the group
control over key assets, making rival bids unlikely, according to
The Guardian.




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G R E E C E
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INTRALOT SA: Fitch Affirms 'CCC+' LongTerm IDR, Off Watch Positive
------------------------------------------------------------------
Fitch Ratings has affirmed Intralot S.A.'s Long-Term Issuer Default
Rating (IDR) at 'CCC+' and removed it from Rating Watch Positive
(RWP). Fitch has also affirmed Intralot Capital Luxembourg S.A.'s
2024 senior unsecured notes' rating at 'CCC' with a Recovery Rating
'RR5', and removed it from RWP.

The rating action reflects residual refinancing risks relating to
the company's remaining EUR230 million September 2024 senior
unsecured notes, with Intralot's ability to refinance the debt in a
timely manner being contingent on an imminent successful placement
of EUR130 million of bonds. The looming refinancing risk is
partially offset by Intralot's slightly reduced leverage at
end-2023 after an equity placement allowed the company to redeem
EUR126 million of the outstanding 2024 notes. The 'CCC+' rating
also takes into account the maturity of a USD230 bank loan million
due in July 2025.

KEY RATING DRIVERS

Equity Placement Reduces Leverage: Intralot's EUR135 million equity
placement in 2H23 allowed it to improve its capital structure
through a EUR126 million cancellation of its 2024 notes. Fitch
estimates Intralot to have further improved its leverage metrics as
of 2023 to 3.7x from 4.9x in 2022 as a result of both EBITDAR
growth and partial debt prepayment.

Looming Refinancing Risk: Uncertainty around the refinancing risk
in its rating case to 2026 constrains the rating, with the majority
of Intralot's debt maturing in 2024 and 2025. Fitch acknowledges
the progress made on the 2024 debt refinancing, but see residual
risks after process delays, with its refinancing being contingent
on an imminent successful placement of a EUR130 million bond.

In addition, the rating is affected by the USD230 million bank loan
maturity in July 2025. A refinancing of the 2025 debt well in
advance of its maturity is instrumental to returning Intralot to a
performing credit profile under its current rating case, assuming
continuation of its positive operational momentum and prudent
capital allocation.

US Operations Driving Performance: As of end-2022, over 60% of
Intralot's EBITDAR was generated in the US and Canada through
Intralot Inc., its wholly-owned US subsidiary. Fitch forecasts that
the new contracts signed in 2023 will additionally support
low-to-mid single-digit revenue growth in the region over the
medium term. Fitch expects Intralot's US operations to continue
exhibiting strong profitability, with EBITDAR margins maintained at
above 40%.

Change in Financial Strategy: Fitch acknowledges the shift in
Intralot's financial strategy towards greater conservatism and
disciplined capital allocation. In 2022, Intralot used equity
placement to streamline its capital structure and refinanced its US
subsidiary debt with less restrictive terms and gradual principal
repayment. However, this US subsidiary debt remains structurally
senior to Intralot's 2024 notes. Fitch expects the company to
proactively address its refinancing well ahead of next year's July
maturities.

Low Leverage for Rating: EBITDAR growth and net debt reduction in
2022 allowed Intralot to improve its EBITDAR leverage to 4.9x in
2022 from 5.7x in 2021. Fitch estimates 2023 EBITDAR to have grown
further to EUR130 million, despite anticipated modest year-on-year
decline in revenues from its non-renewal of license in Malta.
Continued organic deleveraging should support refinancing
prospects, with 2023 credit metrics estimated to be strong for
Intralot's rating.

Contract Portfolio Expiration Risks: Fitch views Intralot's
contracted revenues as more visible and predictable, albeit subject
to license/contract renewal risks, and the company is not always
able to compete for renewals with local or international peers. The
current portfolio has a moderate license/contract expiration
profile, with no large renewals in the medium term, except for a
license in Morocco in 2025 that Fitch assumes will not be renewed
in its rating case. In 2027, contracts in Argentina and Australia,
collectively generating 27% of EBITDAR as of 2022, will expire.
Intralot's ability to maintain a balanced license expiration
profile remains important for the rating trajectory.

Exposure to Emerging-Market Currencies: Its ratings reflect that
most of Intralot's revenues are not generated in its reporting
currency, increasing its exposure to foreign-exchange (FX) market
volatility. In 2022, Turkey and Argentina accounted for around 25%
of Intralot's revenues (up from around 20% in 2021). Fitch believes
the high inflationary environment makes it difficult for Intralot
to fully pass on cost increases, and hence expect it to continue to
undermine revenue growth and profitability.

Intralot does not employ financial derivatives to hedge its
currency risk. Hence currency volatility, especially in emerging
markets, could materially affect its performance.

DERIVATION SUMMARY

Intralot's current financial profile is not comparable with that of
other more business-to-consumer EMEA gaming companies, such as
Flutter Entertainment plc (BBB-/Stable), Entain plc (BB/Stable),
Allwyn International a.s. (BB-/Stable), or its B2B peers
International Game Technology plc (BB+/Stable) and Light & Wonder,
Inc. (BB/Stable).

After the completion of its 2021 restructuring, Intralot has
similar scale and a comparable financial profile to Inspired
Entertainment, Inc. (B/Stable). Inspired exhibits slightly lower
leverage with longer maturities and a more intact, albeit higher
geographically concentrated, business model, resulting in a
two-notch difference between the ratings.

KEY ASSUMPTIONS

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

- Revenue declining by low-to-mid single digits in 2023 and 2024,
driven by FX volatility in Argentina (as assumed by Fitch)

- Average 2025-2026 annual revenue growth at low single digits,
mainly driven by Intralot's operations in the US (EUR160
million-EUR180 million contribution per year)

- Improved profitability for operations in the US and Croatia,
resulting in EBITDA margin stabilising at around 33% by 2026

- Average annual capex at 12% of revenue to 2026, primarily for the
suite of contract renewals and new projects in the US as well as
ongoing maintenance for the lottery segment and growth initiatives
within US operations

- Net working capital at around 10%-13% of revenue to 2026

RECOVERY ANALYSIS

The recovery analysis assumes that Intralot would be considered a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated. Fitch has assumed a 10% administrative
claim.

Fitch applied a distressed enterprise value (EV)/ EBITDA multiple
of 5.0x to Intralot's wholly-owned operations.

The GC EBITDA of Intralot (now including Intralot Inc.) of EUR65
million reflects its view of a sustainable, post-reorganisation
EBITDA level, on which Fitch bases the valuation of the group
excluding JVs. JVs in Turkey and Argentina are assumed to provide
an additional around EUR20 million to the GC EV.

After deducting 10% for administrative claims, its principal
waterfall analysis would generate a ranked recovery in the 'RR5'
band, leading to a notching-down of the senior unsecured debt from
the IDR. In the debt waterfall Fitch treats Intralot Inc.'s term
loan and revolving credit facility (RCF) - assumed fully drawn in
distress - as ranking senior to the 2024 senior unsecured notes.
This results in a waterfall- generated recovery calculation of 24%
based on current assumptions.

RATING SENSITIVITIES

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

- Successful completion of refinancing leading to absence of debt
maturities within a 12-18 month period

- Healthy liquidity, as underlined by positive free cash flow (FCF)
and a lack of permanent RCF drawdowns

- EBITDAR leverage below 5.5x

- EBITDAR coverage above 1.8x on a sustained basis

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

- Failure to refinance upcoming debt maturities six to 12 months in
advance

- EBITDAR leverage above 7.0x

- EBITDAR coverage below 1.5x

- Sustained negative or volatile FCF and lack of sufficient
operational liquidity to support operations within the next 12-18
months

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity for Operations: Virtually all of Intralot's debt
mature in 2024 and 2025. Fitch expects the company to proactively
address 2024 and 2025 refinancing given its equity placement and
FCF would not be sufficient.

Refinancing risk aside, Fitch expects Intralot to have sufficient
liquidity to fund its operations, with forecast positive FCF and a
USD50 million RCF providing additional flexibility for its growing
US operations.

ISSUER PROFILE

Intralot is a supplier of integrated gaming systems and services.
It develops, operates and supports customised software and hardware
for the gaming industry and provides innovative technology and
services to state and state-licensed lottery and gaming
organisations worldwide.

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
   -----------              ------          --------   -----
Intralot S.A.         LT IDR CCC+  Affirmed            CCC+

Intralot Capital
Luxembourg SA

   senior unsecured   LT     CCC   Affirmed   RR5      CCC




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I R E L A N D
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BAIN CAPITAL 2022-2: Fitch Assigns 'B-sf' Final Rating on F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Bain Capital Euro CLO 2022-2 DAC Reset
notes final ratings.

   Entity/Debt              Rating               Prior
   -----------              ------               -----
Bain Capital Euro
CLO 2022-2 DAC

   A XS2502880003       LT PIFsf  Paid In Full   AAAsf

   A-R XS2747195241     LT AAAsf  New Rating

   B-1 R XS2747195597   LT AAsf   New Rating

   B-1 XS2502880268     LT PIFsf  Paid In Full   AAsf  

   B-2 R XS2747195753   LT AAsf   New Rating

   B-2 XS2502880425     LT PIFsf  Paid In Full   AAsf

   C XS2502880771       LT PIFsf  Paid In Full   Asf

   C-R XS2747195910     LT Asf    New Rating

   D XS2502880938       LT PIFsf  Paid In Full   BBB-sf

   D-R XS2747196132     LT BBB-sf New Rating

   E XS2502881159       LT PIFsf  Paid In Ful    BB-sf

   E-R XS2747196306     LT BB-sf  New Rating

   F XS2511842168       LT PIFsf  Paid In Full   B-sf

   F-R XS2747196561     LT B-sf   New Rating

   Subordinated Notes
   - R XS2511842598     LT NRsf   New Rating

TRANSACTION SUMMARY

Bain Capital Euro CLO 2022-2 DAC is a securitisation of mainly
senior secured loans and secured senior bonds (at least 90%) with a
component of senior unsecured, mezzanine, and second-lien loans.
Note proceeds have been used to redeem the existing notes except
the subordinated notes and to fund the existing portfolio and
top-up the portfolio using excess cash to reach a target par of
EUR400 million.

The portfolio is actively managed by Bain Capital Credit U.S. CLO
Manager II, LP. The collateralised loan obligation (CLO) has an
approximately 4.5-year reinvestment period and an 8.5-year weighted
average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 25.6.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.0%.

Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including the maximum
exposure to the three-largest Fitch-defined industries at 40%.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Neutral): The transaction has two Fitch
matrices, one effective at closing and corresponding to an 8.5-year
WAL, a top 10 obligor concentration limit at 26.5%, and a
fixed-rate limit at 10%. It has also one forward matrix
corresponding to the same top 10 obligor and fixed-rate asset
limits, which will be effective one-year post closing, provided
that the collateral principal amount (defaults at Fitch-calculated
collateral value) will be at least the target par amount.

The transaction has an approximately 4.5-year reinvestment period
and includes reinvestment criteria similar to those of other
European transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
matrix and the Fitch-stressed portfolio analysis is 12 months less
than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include, among others, passing both the
coverage tests and the Fitch 'CCC' maximum limit post reinvestment
as well a WAL covenant that progressively steps down over time,
both before and after the end of the reinvestment period. This
ultimately reduces the maximum risk horizon of the portfolio when
combined with loan pre-payment expectations.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A-R
notes, and would result in a downgrade of no more than one notch on
the remaining notes.

Downgrades based on the identified portfolio may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B-R to F-R notes have a
two-notch cushion against downgrade.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the rated notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
rated notes, except the 'AAAsf' rated notes.

During the reinvestment period, upgrades based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, leading
to the ability of the notes to withstand larger-than-expected
losses for the remaining life of the transaction. After the end of
the reinvestment period, upgrades, except for the 'AAAsf' notes,
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.

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
recognised statistical rating organisations 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.


BLUEMOUNTAIN FUJI III: Moody's Affirms B2 Rating on Class F Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by BlueMountain Fuji EUR CLO III DAC:

EUR23,100,000 Class C Deferrable Mezzanine Floating Rate Notes due
2031, Upgraded to Aa3 (sf); previously on Oct 14, 2022 Upgraded to
A1 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR207,000,000 (Current outstanding amount EUR205,528,319) Class
A-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Oct 14, 2022 Affirmed Aaa (sf)

EUR10,000,000 (Current outstanding amount EUR9,928,904) Class A-2
Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf);
previously on Oct 14, 2022 Affirmed Aaa (sf)

EUR32,900,000 Class B Senior Secured Floating Rate Notes due 2031,
Affirmed Aaa (sf); previously on Oct 14, 2022 Upgraded to Aaa (sf)

EUR17,500,000 Class D Deferrable Mezzanine Floating Rate Notes due
2031, Affirmed Baa1 (sf); previously on Oct 14, 2022 Upgraded to
Baa1 (sf)

EUR24,500,000 Class E Deferrable Junior Floating Rate Notes due
2031, Affirmed Ba2 (sf); previously on Oct 14, 2022 Affirmed Ba2
(sf)

EUR10,500,000 Class F Deferrable Junior Floating Rate Notes due
2031, Affirmed B2 (sf); previously on Oct 14, 2022 Affirmed B2
(sf)

BlueMountain Fuji EUR CLO III DAC, issued in September 2018, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Sound Point Capital Management, LP. The transaction's
reinvestment period ended in July 2022.

RATINGS RATIONALE

The rating upgrade on the Class C notes is primarily a result of
the deleveraging of the senior notes, the transaction having
reached the end of the reinvestment period in July 2022 and a
shorter weighted average life of the portfolio which reduces the
time the rated notes are exposed to the credit risk of the
underlying portfolio.

The affirmations on the ratings on the Class A-1, A-2, B, D, E and
F notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.

According to the trustee report dated January 2024 [1] the Class
A/B and Class C, Class D, Class E and Class F OC ratios are
reported at 139.88%, 127.98%, 120.23%, 110.84% and 107.24% compared
to January 2023 [2] levels of 139.59%, 127.78%, 120.08%, 110.73%
and 107.16%, respectively. Moody's notes that the January 2024
principal payments are not yet reflected in the last reported OC
ratios.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed at closing.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR347m

Defaulted Securities: EUR1m

Diversity Score: 64

Weighted Average Rating Factor (WARF): 2887

Weighted Average Life (WAL): 3.93 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.77%

Weighted Average Coupon (WAC): 3.83%

Weighted Average Recovery Rate (WARR): 44.48%

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.

Factors that would lead to an upgrade or downgrade of the ratings:

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: the main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


DILOSK RMBS 8: Moody's Assigns Caa3 Rating to EUR4.1MM X Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to Notes
issued by Dilosk RMBS No.8 (STS) DAC:

EUR382,454,000 Class A Residential Mortgage Backed Floating Rate
Notes due May 2062, Definitive Rating Assigned Aaa (sf)

EUR10,393,000 Class B Residential Mortgage Backed Floating Rate
Notes due May 2062, Definitive Rating Assigned Aa2 (sf)

EUR8,314,000 Class C Residential Mortgage Backed Floating Rate
Notes due May 2062, Definitive Rating Assigned Aa3 (sf)

EUR5,196,000 Class D Residential Mortgage Backed Floating Rate
Notes due May 2062, Definitive Rating Assigned A2 (sf)

EUR2,079,000 Class E Residential Mortgage Backed Floating Rate
Notes due May 2062, Definitive Rating Assigned Baa1 (sf)

EU2,079,000 Class F Residential Mortgage Backed Floating Rate
Notes due May 2062, Definitive Rating Assigned Baa2 (sf)

EUR4,157,000 Class X Residential Mortgage Backed Floating Rate
Notes due May 2062, Definitive Rating Assigned Caa3 (sf)

Moody's has not assigned a rating to the subordinated EUR5,196,000
Class Z1 Residential Mortgage Backed Fixed Rate Notes due May 2062
and EUR3,118,000 Class Z2 Residential Mortgage Backed Fixed Rate
Notes due May 2062.

RATINGS RATIONALE

The Notes are backed by a static pool of Irish owner-occupied
residential mortgage loans originated by Dilosk DAC. This
represents the 8th issuance from Dilosk.

Compared to the provisional structure, the final structure has a
higher level of excess spread driven primarily by lower final
coupons. This is a credit positive change at closing versus that
assessed for the provisional ratings. Most notably for the Class F
notes with the definitive rating assigned several notches higher
than the provisional rating.

The portfolio of assets amount to approximately EUR411.1 million as
of January 2024 pool cutoff date.  The Liquidity Reserve Fund will
be funded to 0.75% of the Class A Note balance at closing. The
General Reserve Fund will be funded to 0.75% of Class A to F and Z1
Notes balance minus the Liquidity Reserve Fund balance at closing
and the total credit enhancement for the Class A Notes will be
8.75%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a granular portfolio and an amortising liquidity
reserve sized at 0.75% of Class A Notes balance. However, Moody's
notes that the transaction features some credit weaknesses such as
an unrated servicer. Various mitigants have been included in the
transaction structure such as a back-up servicer facilitator which
is obliged to appoint a back-up servicer if certain triggers are
breached, an independent cash manager, as well as an estimation
language.

Moody's determined the portfolio lifetime expected loss of 0.70%
and Aaa MILAN Stressed Loss of 7.4% related to borrower
receivables. The expected loss captures Moody's expectations of
performance considering the current economic outlook, while the
MILAN Stressed Loss captures the loss Moody's expect the portfolio
to suffer in the event of a severe recession scenario. Expected
defaults and MILAN Stressed Loss are parameters used by Moody's to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
the ABSROM cash flow model to rate RMBS.

Portfolio expected loss of 0.70%: This is lower than the Irish
owner occupied RMBS sector and is based on Moody's assessment of
the lifetime loss expectation for the pool taking into account: (i)
the collateral performance of Dilosk DAC originated loans to date,
as provided by the originator; (ii) the current macroeconomic
environment in Ireland; (iii) benchmarking within the Irish RMBS
sector; (iv) 35.9% of the pool is composed of public workers; and
(v) the weighted average current loan-to-value of 65.8% which is in
line with the sector average.

MILAN Stressed Loss of 7.4%: This is in line with the Irish RMBS
sector average and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers: (i) the
collateral performance of Dilosk DAC originated loans to date; (ii)
the weighted average current loan-to-value of 65.8% which is in
line with the sector average; and (iii) the current macroeconomic
environment in Ireland.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations Methodology" published in October
2023.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of a currency swap
counterparty ratings; and (ii) economic conditions being worse than
forecast resulting in higher arrears and losses.

Factors that may cause an upgrade of the ratings of the notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.




===================
L U X E M B O U R G
===================

ARENA LUXEMBOURG: Moody's Hikes CFR to Ba3, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family Rating
of Arena Luxembourg Investments S.a r.l. (Arena) to Ba3 from B1.
Concurrently, Moody's has upgraded Arena's probability of default
rating to Ba3-PD from B1-PD. In addition, the ratings of Arena
Luxembourg Finance S.a r.l. (Arena Finance)'s backed senior secured
notes were upgraded to Ba3 from B1. The outlook on Arena and Arena
Finance remains stable.

Arena is indirectly owned by Macquarie European Infrastructure Fund
5 and other minority investors and the ratings primarily reflect
the credit quality of its main operating subsidiary Empark
Aparcamientos y Servicios S.A. (Empark).      

RATINGS RATIONALE

The rating upgrade with a stable outlook reflects Arena's
successful deleveraging and Moody's expectation that Arena will be
able to maintain credit metrics in line with the Ba3 rating, namely
a Funds from operations (FFO)/Debt ratio of over 10% and a Moody's
adjusted Debt / EBITDA ratio of less than 7.5x, over the
foreseeable future.

Arena / Empark's business has fully recovered from the stresses
caused by the COVID crisis, and car parking volumes have returned
to levels seen pre-COVID. Furthermore, the inflationary environment
has helped to achieve higher tariffs which results in strong EBITDA
growth given the relatively high profit margins seen in concession
based businesses. The rating upgrade recognizes these strengths but
also recognizes the requirement to replace maturing concessions /
contracts with renewals or new business opportunities which will
inevitably result in capital expenditure or investment outlay.
Embedded within the rating positioning and outlook is the
assumption that Arena will manage its investment and shareholder
distribution profile such that it is able to maintain a financial
profile in line with what Moody's would expect for a Ba3 rating.

Arena's like-for-like revenues increased by 11% YOY to reach
EUR145.9m in the 9 months of 2023, and total like-for-like revenues
stood at around 13.5% above the 2019 levels. The improvement was
driven by a strong recovery in traffic, Arena's ability to
pass-through inflation on the vast majority of its portfolio, and
successful implementation of its business strategy focused on
digital penetration and product segmentation amid challenging
market conditions. The company's strategic plan is to focus on the
consolidation of the company's position in the off-street segment
in the Iberian peninsula and the continued transition of its
operating model from a traditional parking business into a more
digitalized retailer. Digital penetration has seen an increase in
app users and additional services provided through the app,
enabling the company to provide flexible products improving the car
parks' yield.

Moody's estimate that the company's reported 2023 performance will
be such that they achieved the financial profile required for a Ba3
rating based on year end 2023 data. This is expected to be
maintained over at least the next 12- 18 months with an FFO/debt
ratio remaining around 10-11%, while Moody's adjusted debt/EBITDA
will likely fall between 6.5x-7.5x.

More generally, the Ba3 rating reflects (1) Empark's long track
record of operations and well-established position as a leading car
park operator in Spain and Portugal; (2) the strategic location of
Empark's assets, which somewhat mitigates competitive threats and
demand risk; (3) a significant number of long-term off-street
concessions which accounted for around 90% of the group's
consolidated EBITDA in 2022, which provides a degree of medium-term
visibility for the group's future cash flow generation; (4) a track
record of strict cost controls implemented by the management, which
have historically enabled the company to maintain a relatively
stable recurring EBITDA; and (5) the continued recovery of volumes
in off-street car parks on the back of improvements in the
macroeconomic environment in Iberia.

The rating is, however, constrained by (1) the still relatively
high financial leverage of the consolidated Arena group, with a
pro-forma Moody's-adjusted debt/EBITDA expected to be around
6.8x-7.2x over the next two years; (2) the execution risks inherent
in the delivery of the company's multiyear business plan; (3) the
renewal risk associated with Empark's maturing concessions and
contracts; (4) the competitive and fragmented nature of the car
parking sector in Iberia; and (5) Empark's relatively small size
and limited geographic diversification.

LIQUIDITY AND DEBT COVENANTS

Arena's liquidity position is good. As of September 31, 2023, Arena
had around EUR38.8 million of available cash. In addition, the
company can also draw a EUR100 million Revolving Credit Facility
(RCF) that is due in 2026. Arena's major debt maturities relate to
the EUR100 million floating rate notes due in 2027 and the EUR475
million fixed rate notes due in 2028. Hence, Arena does not face
any substantial debt maturity over at least the next eighteen
months and Moody's expects that the company will be able to cover
upcoming interest expense and other obligations with its available
resources.

The company is subject to one springing financial covenant, a net
consolidated debt/EBITDA ratio, tested quarterly if the RCF is 40%
drawn. Arena shall ensure that the ratio is no more than 12x at
each calculation date. The financial covenant only acts as a
draw-stop to new drawings under the RCF and, if breached, does not
trigger an event of default under the RCF. Given Arena repaid all
outstandings under the RCF in full in December 2021, the draw-stop
condition only applies to future drawdowns.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Arena group
will see modest growth in its like-for-like business, which
together with a managed investment profile, will see Arena maintain
a leverage profile in line with the current rating.

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

Upward rating pressure could arise over time if the group
deleverages so that the FFO/debt ratio was likely to remain in the
low teens in percentage terms on a sustainable basis and Moody's
adjusted debt/EBITDA were to remain below 6.5x on a sustained
basis. Deleveraging would need to be coupled with a strong
liquidity position and a successful delivery of the business plan,
in the context of successful renewal rates and steady demand for
parking services.

Conversely, downward rating pressure could develop, if (1) Arena
group's FFO/debt were to decline below 10%; or (2) its Moody's
adjusted debt/EBITDA were to remain above 7.5x or (3) significant
liquidity concerns were to arise.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Privately
Managed Toll Roads published in December 2022.

COMPANY PROFILE

Arena is the parent company of Empark, which is the largest car
parking operator in the Iberian Peninsula by number of parking
spaces. The group's major geographic focus is Spain and Portugal,
where it generated some 71% and 27% of Gross Margin respectively,
over the first nine months of 2023. Empark operates through two
main divisions: off-street and on-street concessions. In the 12
months that ended December 2022, Empark reported around EUR182
million of adjusted revenue and EUR82.5 million of adjusted
EBITDA.




===========
N O R W A Y
===========

ADEVINTA ASA: S&P Places 'BB-' ICR on CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings placed its 'BB-' issuer credit rating on
Norway-based classifieds operator Adevinta ASA and its 'BB-' issue
rating on the company's debt on CreditWatch with negative
implications, from CreditWatch developing previously.

S&P said, "We expect to resolve the CreditWatch after the
transaction closes in the second quarter of 2024 and we reassess
Adevinta's new capital structure and financial policy. We will
likely lower the ratings if the private equity sponsors gain
control of the company and impose a more aggressive financial
policy and debt capital structure, leading Adevinta's adjusted debt
to exceed 5x.

"The negative CreditWatch reflects our view that the private equity
consortium will likely take Adevinta private, leading to materially
higher leverage. Adevinta announced on Feb. 12, 2024, that 95% of
its shareholders have accepted the offer from the consortium of
private equity firms led by Blackstone and Permira and their
co-investors General Atlantic and TCV to acquire Adevinta which
valued the company's equity at NOK141 billion (about EUR12.4
billion equivalent). Given that minimum acceptance level of 90%
approval for the deal has been reached, in our view it is now
likely that the consortium will take Adevinta private.

"We expect the acquisition will close in the second quarter of
2024, subject to regulatory approvals, and that the private
equity-led consortium will control Adevinta with a more than 60%
equity stake. Adevinta's current shareholders, eBay and Schibsted,
will reduce their holdings in the company. We expect that,
initially, Schibsted will hold about 11% indirectly and eBay about
16%. In the six months following the transaction's close, eBay
could sell an additional stake to Permira, Blackstone, and the
co-investors and its share could reduce to about 10%. We don't have
visibility on the consortium's funding of the acquisition and
Adevinta's future capital structure, but we assume that its
financial policy will likely become more aggressive, given that
sponsor ownership can lead to corporate decision-making that
prioritizes the interests of the controlling owners. This also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns. This will likely result in
Adevinta's leverage being materially higher following the
transaction compared with our base case (please see Adevinta ASA
Placed On CreditWatch Developing On Uncertainty Of Shareholder
Structure; 'BB-' Ratings Affirmed published on Sept. 28, 2023).

"The change of control will trigger Adevinta's existing debt to be
repaid upon the completion of the transaction. We anticipate that
Adevinta's current debt will be repaid upon the completion of the
acquisition, and we expect to withdraw our issue ratings on the
existing debt following that repayment.

"We expect to resolve the CreditWatch after the transaction closes
in the second quarter of 2024 and we reassess Adevinta's new
capital structure and financial policy. We will likely lower our
rating on Adevinta if the private equity sponsors gain control of
the company and impose a more aggressive financial policy and debt
capital structure, leading Adevinta's adjusted debt to exceed 5x."




=============
R O M A N I A
=============

CEC BANK: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Romania-based CEC Bank S.A.'s (CEC)
Long-Term Issuer Default Rating (IDR) at 'BB' with Stable Outlook,
its Viability Rating (VR) at 'bb' and Government Support Rating
(GSR) at 'b'.

KEY RATING DRIVERS

VR Drives IDRs: CEC's IDRs are driven by its VR, which in turn
reflects the bank's moderate, albeit strengthening, business
profile, adequate capitalisation and reasonable funding and
liquidity. These offset asset quality and profitability that are
weaker than the sector's. The bank's risk profile is commensurate
with its fairly simple business model, with underwriting standards
broadly in line with domestic industry standards, but with somewhat
decentralised lending approval and fairly unsophisticated risk
controls.

Moderate Business Prospects: The strength of the Romanian economic
environment is converging toward central and eastern European (CEE)
levels, improving Romanian banks' moderate opportunities to
consistently do profitable business. The sector's reasonable
financial metrics and growth prospects are balanced against
potential volatility in Romania's macroeconomic variables. Banks'
high exposure to the Romanian sovereign (BBB-/Stable), meaningful
sector fragmentation, low financial inclusion and
higher-than-peers' euroisation of the economy are key structural
weaknesses.

Medium Sized, State-Owned Bank: CEC is a medium-sized commercial
bank, fully owned by the Romanian state. It operates a traditional
universal bank business model with lending skewed towards the
non-retail segment, including sizeable, but declining, exposure to
public-sector entities. The bank is funded predominantly by
granular retail customer deposits.

Reasonable Risk Profile: CEC's risk profile assessment is
commensurate with its business model and balances its quite
conservative risk appetite for retail lending, dominated by
mortgage loans, against a moderately concentrated and fast-growing
corporate loans portfolio.

Loan Quality Weaker Than Peers: CEC's key asset-quality metrics are
weaker than peers', largely reflecting problem loans in its
corporate and SME portfolio. The Stage 3 loans ratio of around 7%
at end-1H23 compared with the peer and sector average of around 3%.
Coverage of problem loans (85%) is also materially lower than at
peers, but is still reasonable considering a high share of secured
lending. Loans accounted for a low 44% of total assets at end-1H23
and other financial assets mainly represent lower-risk Romanian and
eurozone sovereign risk, which supports its assessment.

Profitability Stabilising: CEC's operating profit improved to 2.9%
of risk-weighted assets (RWAs) in 1H23 due to modest improvement in
pre-impairment profit and reduced impairment charges, while RWA
growth lagged earning assets growth. CEC's profitability metrics
remain weaker than peers', driven by its loan book structure,
higher funding costs, and less diversified revenues. Fitch expects
operating profit to stabilise at around 2.4% of RWAs in the next
two years, as a modest recovery in the bank's net interest margin
is offset by an increase in impairment charges and the moderately
negative impact of the turnover tax.

Capitalisation to Recover and Stabilise: CEC's capitalisation is
broadly in line with peers' and adequate for its business and risk
profile. The common equity Tier 1 (CET1) ratio fell to around 17%
in 1H23 from around 18.6% at end-2022, but Fitch estimates a
recovery at end-2023 towards the prior year level before it
stabilises at around 18% for the next two years. Its assessment of
the bank's solvency is underpinned by the willingness of the state
to provide ordinary support as underlined by its plans for further
capital injections.

Stable Funding and Strong Liquidity: CEC's funding and liquidity
profile reflects its strong liquidity buffer, and funding
predominantly from a diversified customer deposit base. Liquidity
buffers are comfortably above their regulatory minimum
requirements. The bank has a stable and granular deposit base,
which underpins its healthy gross loans/customer deposit ratio
(about 54% at end-1H23). However, in its view, its deposit
franchise is moderately weaker than higher-rated domestic peers'.
Fitch estimates that CEC met its minimum requirement for own funds
and eligible liabilities (MREL) with a solid buffer at end-2023.

RATING SENSITIVITIES

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

The bank's VR and IDRs would likely be downgraded if its CET1 ratio
weakens to below 15% on a sustained basis and impairment charges
increase to an extent that would significantly erode the bank's
operating profitability.

The bank's VR and IDRs could also be downgraded if the bank's risk
profile deteriorates due to increased risk appetite, in particular
if the bank's rapid business expansion and lending growth
materially weaken its asset quality.

CEC's VR and IDR could also be downgraded on a sharp deterioration
of the operating environment in Romania.

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

An upgrade of the bank's VR and IDRs is unlikely in the near term
without an upward revision of its assessment of the Romanian
operating environment. A record of sustained improvements in
profitability, underpinned by a structural improvement of its
business profile, while its asset-quality metrics converge to
domestic peers' would be positive for the bank's credit profile.

SUPPORT: KEY RATING DRIVERS

CEC's GSR reflects Fitch's view of a limited probability of
extraordinary support being provided to CEC by the Romanian state,
its 100% owner. Fitch judges that the likelihood of support is
reduced by the Bank Recovery and Resolution Directive and the
Single Resolution Mechanism, which limits the ability for banks to
be supported without the bail-in of senior creditors. Its view of
the state's incentive to support CEC is based on direct, full and
willing state ownership and the bank's significant presence in
underbanked regions of Romania.

SUPPORT: RATING SENSITIVITIES

The GSR could be downgraded if the state reduces its ownership of
CEC, due to partial or full privatisation of the bank, or if
sovereign support to the bank is not provided in a timely manner
when required.

An upgrade of the bank's GSR is highly unlikely, given existing
resolution legislation.

VR ADJUSTMENTS

The operating environment score of 'bb+' is below the implied
category score of 'bbb', due to the following adjustment:
macroeconomic stability (negative).

The asset quality score of 'bb-' is above the implied category
score of 'b' due to the following adjustment: non-loan exposures
(positive).

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

CEC's GSR is based on Fitch's assessment of support from the
Romanian sovereign.

ESG CONSIDERATIONS

Unless stated otherwise in this section the highest level of ESG
credit relevance for CEC is a score of '3'. This means ESG issues
are credit neutral or have only a minimal credit impact on the
bank, 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 of the materiality
and relevance of ESG factors in the rating decision.

   Entity/Debt                      Rating          Prior
   -----------                      ------          -----
CEC Bank S.A.     LT IDR             BB  Affirmed   BB
                  ST IDR             B   Affirmed   B
                  Viability          bb  Affirmed   bb
                  Government Support b   Affirmed   b




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

AFE SA: S&P Lowers ICR to 'SD' on Completed Debt Restructuring
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on AFE S.A. to
'SD' (selective default) from 'CC'. At the same time, S&P lowered
its issue-level rating on the company's senior secured notes (SSNs)
to 'D'.

S&P will likely raise the ratings on AFE and the SSNs shortly after
it records the default based on a material improvement of its
liquidity and debt maturity profile.

The downgrade follows AFE's completion of the restructuring and
recapitalization of its SSN, implemented according to the company's
proposal to its bondholders announced in December 2023. Under the
restructuring, AFE amended some terms and conditions of its SSNs,
extending the notes' maturity by six years to July 15, 2030, and
increasing the interest rate to three-month Euro Interbank Offered
Rate (EURIBOR) plus 750 basis points (bps) from three-month EURIBOR
plus 500 bps. Noteholders of approximately 95.6% in aggregate
principal supported the proposed restructuring and the majority of
noteholders received a 1% consent fee. AFE's equity has been
transferred to the new holding structure, where AGG's funds and
some other noteholders received ownership.

S&P said, "We view the finalized restructuring as tantamount to a
default. First, we view the completed transaction as a distressed
restructuring, because AFE could not refinance its debt on market
conditions and had very weak liquidity. Second, we think that
bondholders did not receive sufficient compensation for the
proposed six-year maturity extension of the notes. We do not assign
value to equity of a distressed entity and note that not all
noteholders received it. We also do not think that AFE would be
able to issue new bonds on the market with six-year maturity and
the coupon rate of three-months EURIBOR + 750 bps. Finally, in our
view, the consent fee of 1.0% does not reimburse creditors enough.
We note that after the completed restructuring, the SSNs prices
remain at a significant discount to par value.

"The completed restructuring significantly improved AFE's liquidity
and debt maturity profile, supporting the potential upgrade of AFE
and its SSNs shortly after we record the default. As a result of
restructuring, AFE has received around EUR56 million of free
liquidity coming from issuing additional notes and a new term
facility backstopped by AGG's funds. AFE's debt maturity was
extended by six years, although, as expected, the company now has
much higher leverage. We will review AFE's creditworthiness and
will likely raise our issuer credit rating on AFE in the coming
days, given its new financial situation and expected performance."


ARDONAGH MIDCO 2: Fitch Assigns 'B-' LongTerm IDR, Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has affirmed Ardonagh Midco 2 plc's Long-Term Issuer
Default Rating (IDR) of 'B-' with a Positive Outlook.

At the same time, Fitch has assigned an expected rating of 'B(EXP)'
with a Recovery Rating of 'RR3' to the company's seven-year EUR500
million and USD500 million senior secured notes to be issued by
Ardonagh Finco Limited, which is owned by Ardonagh Midco 3 plc - an
intermediate holding company within the group. Fitch has also
assigned an expected rating of 'CCC(EXP)' with a Recovery Rating of
'RR6' to the planned senior unsecured notes to be issued by
Ardonagh Group Finance Limited, a wholly owned entity of Ardonagh
Midco 2 plc.

The assignment of final ratings is contingent on the receipt of
final documentation that conforms with the drafts previously
received.

The affirmation and Positive Outlook are based on the company's
organic deleveraging capacity, supported by solid free cash flow
(FCF) generation, a diversified revenue base and its expectation
that EBITDA will continue to improve. Evidence that Fitch-defined
EBITDA leverage will trend down to below 7.5x, facilitated by gross
debt prepayments that reduce interest costs, and that EBITDA
interest coverage will remain at above 2x could see a one-notch
upgrade of the IDR.

KEY RATING DRIVERS

Refinancing Lengthens Maturity Profile: Ardonagh plans to use its
debt issuance proceeds, together with new US dollar, euro and
Australian dollar term loan Bs, to refinance all of its senior
unsecured PIK toggle notes and unitranche term loan B facilities
and existing local facility in Australia. This should push out its
debt maturities to 2031 and 2032 and improve the group's financial
flexibility and capacity for organic deleveraging, further boosted
by its expectation of positive FCF from 2025.

Acquisitions Support Wider Margin: Ardonagh completed over 150
acquisitions since 2017, with a total enterprise value of GBP3.2
billion, in the fragmented insurance broking market. There is a
strong industrial logic for bolt-on M&A, as they are EBITDA
accretive. Reported adjusted EBITDA was expected to be GBP417
million in 2023 excluding Retail, from GBP80 million in 2017, with
the reported adjusted EBITDA margin increasing to 32%, from 19%.
This demonstrates a record of extracting deal-related synergies.

High Leverage: Fitch expects the company to use equity proceeds and
available cash to fund bolt-on acquisitions, which should support
organic deleveraging. Ardonagh's pro forma Fitch-defined EBITDA
leverage has remained at above 7x over the past few years, even
though shareholders have demonstrated a commitment to supporting
deleveraging, injecting GBP665 million of equity between 2021 and
2023. However, continued drawdowns on term loan facilities to fund
acquisitions have kept gross leverage high.

Improving Interest Coverage: Interest is payable on Ardonagh's term
loans on a floating-rate basis, although will be fixed on the new
senior secured and unsecured notes. Fitch expects declining
interest costs from 2024 to gradually improve the company's
interest cover metrics and Ardonagh has the option to further
reduce debt from the proceeds of its UK retail business sale to
Markerstudy Insurance Services Limited. EBITDA interest cover above
2.0x on a sustained basis, along with improving profitability -
mainly through positive FCF - would drive further positive rating
momentum.

Diversified Portfolio: Ardonagh's acquisitions over the last five
years have significantly increased EBITDA scale and diversified its
revenue base. Pricing intervention in 2022 by the UK's Financial
Conduct Authority created tougher market conditions for policy
renewals, which saw the retail business underperform its
expectations during the year. However, by disposing of its retail
assets, Ardonagh will decrease exposure to a business unit which
has shown weaker organic growth relative to the rest of the group.

Organic EBITDA Growth: Fitch expects Ardonagh's M&As, new team
hires and cost-saving programmes to improve organic EBITDA growth
in 2024 before the sale of UK Retail. It completed two
transformational deals in the last year in MDS Group and Envest.
Businesses like these allow Ardonagh to further expand in new
markets, realise synergies and create opportunities for small
bolt-on acquisitions. Ardonagh has identified several cost-saving
areas in its existing business, such as IT transformation, which
should also deliver EBITDA growth in 2024, while new speciality
team hires should boost organic growth over the next two years.

Execution Risk in M&A: Ardonagh's M&A integration and cost-saving
programmes may take longer than Fitch expects, as they could demand
higher business-transformation spending and investment. Ardonagh
has demonstrated a strong record of integrating new businesses over
the last five years and has extracted sound EBITDA growth from
acquisitions and cost-saving measures. However, acquisitions of
larger businesses, such as Envest and MDS Group, carry higher
integration risk.

DERIVATION SUMMARY

Ardonagh has greater scale and a more diverse product offering than
independent European brokers, like DIOT - SIACI TopCo SAS
(B/Stable), but it does not benefit from as much exposure to the US
market as NFP Corp. (B/Rating Watch Positive) - NFP is on Rating
Watch Positive following its acquisition announcement by Aon Public
Limited Company (BBB+/Negative), scheduled for completion between
mid-2024 and mid-2025.

Ardonagh's expertise in niche, high-margin products and leading
position among UK insurance brokers underpins its sustainable
business model, but higher financial risk stemming from elevated
leverage, low interest coverage metrics and the execution risk of
integrating acquisitions constrain its IDR to be relatively close
to that of sector peers.

KEY ASSUMPTIONS

- Organic revenue growth of between 6%-8% between 2024 and 2026
excluding the impact of the disposal of the retail business which
is subject to regulatory approval

- Fitch-defined EBITDA margin to increase to 31.5% by 2026

- Capex at 1%-2% of revenue per year during 2024-2026

- Bolt-on M&A funded through a mixture of debt, 2023 equity
proceeds and disposal proceeds

- No dividend or shareholder remuneration between 2024 and 2026

RECOVERY ANALYSIS

Fitch uses a going-concern approach for Ardonagh in its recovery
analysis, assuming that it would be restructured as a going concern
in the event of a bankruptcy rather than liquidated. Its analysis
assumes a post-restructuring going concern EBITDA of around GBP425
million under the current consolidation perimeter.

Fitch uses an enterprise value multiple of 5.5x to calculate a
post-restructuring valuation and assume a 10% administrative
claim.

Based on current metrics and assumptions, the waterfall analysis
generates a ranked recovery of 52% in the 'RR3' band, indicating a
'B' rating for the planned senior secured instruments, one notch
above Ardonagh's IDR, albeit with limited headroom under the 'RR3'
category (51%-70%). As a result, Fitch assumes zero recovery
expectations for the planned senior unsecured notes, in the 'RR6'
band, indicating a 'CCC' instrument rating, two notches below
Ardonagh's IDR.

RATING SENSITIVITIES

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

- Unchanged operating and regulatory conditions with sustained
EBITDA margin stability. Positive FCF generation and a financial
policy demonstrating a commitment to reducing Fitch-defined EBITDA
leverage to below 7.5x, which may be facilitated by the use of
disposal proceeds to reduce gross debt

- Successful execution of cost-saving programmes and realisation of
deal-related synergies

- EBITDA interest coverage at above 2x on a sustained basis

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

- Fitch would revise the Outlook to Stable upon further debt-funded
acquisitions or failure to improve EBITDA, keeping Fitch-defined
EBITDA leverage at above 7.5x. The Outlook would also be revised to
Stable should EBITDA interest coverage remain below 2x for a
sustained period or upon neutral to moderately negative FCF

- A downgrade could stem from consistently negative FCF and
sustained use of revolving credit facilities or other facilities to
support liquidity

- Increasing competitive pressure or operational challenges that
result in lower EBITDA margins and lead to Fitch-defined EBITDA
leverage of above 9.0x for a sustained basis

- EBITDA interest coverage of below 1.5x for a sustained period

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch expects Ardonagh to have had over GBP300
million of available cash at end-2023 and slightly negative FCF in
2023. Fitch expects FCF to remain negative in 2024 but to turn
positive from 2025. Pro forma for the proposed refinancing,
Ardonagh's liquidity would be further supported by its access to an
undrawn super senior secured revolving credit facility of between
GBP240 million and GBP300 million maturing in 2029.

ISSUER PROFILE

Ardonagh is one of the largest diversified independent insurance
intermediaries in the UK and one the largest 20 insurance brokers
globally. Its strategy is to operate across global property and
casualty insurance and specialty broking markets.

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
   -----------          ------                   --------   -----
Ardonagh Finco Limited

senior secured        LT     B(EXP)   Expected Rating   RR3

Ardonagh Group
Finance Ltd

senior secured        LT     CCC(EXP) Expected Rating   RR6

Ardonagh Midco 2 plc   LT IDR B-       Affirmed              B-

subordinated          LT     CCC      Affirmed          RR6 CCC


BCM SCAFFOLDING: Goes Into Administration
-----------------------------------------
Scaffmag reports that in a significant blow to the scaffolding
industry, both London-based BCM Scaffolding Services Ltd and
Bristol's Scaffteq West Ltd have fallen into administration.

These companies, collectively employing over 100 people, were part
of the Saferise Scaffolding Group, an umbrella brand that had
acquired high-performing scaffolding firms across the United
Kingdom.

The news came to light through an internal memo obtained by
Scaffmag, which was circulated among staff on Sunday at BCM by the
Managing Director, Adele McLay.

In the memo, Ms. McLay attributed the companies' financial
difficulties to the withdrawal of support from their finance
company, Scaffmag relates.

According to Scaffmag, the memo revealed that despite anticipated
substantial new projects on the horizon and recent investments, the
finance company's decision to pull out has left BCM and Scaffteq
West in a precarious position.

Ms. McLay also informed employees that the administrators would
decide on the fate of existing projects and would reach out to key
managers at client sites, Scaffmag notes.

One of the most distressing aspects of the memo was Ms. McLay's
acknowledgement of the uncertainty surrounding employees' salaries,
with the possibility that they may not receive payment on the
scheduled date of Feb. 23, Scaffmag states.  This, Ms. McLay noted,
was beyond her control and was now in the hands of the
administrators, Scaffmag relays.


CORINTHIAN PENSION: Placed in Administration
--------------------------------------------
GBC News reports that two Gibraltar pension trustee companies,
Corinthian Pension Trustees Limited and Pantheon Pension Trust
Limited, have been placed in administration at the Supreme Court.

They held some GBP3 million in various accounts belonging to UK
pensioners, GBC News discloses.  The move comes after the firms'
parent company, Brite Australia, collapsed with a USD$69 million
discrepancy in their books, GBC News notes.

Corinthian Pension Trustees Limited and Pantheon Pension Trust
Limited are part of the Brite Group of companies -- a global
manager with pension companies all over the world.

According to GBC News, the two Gibraltar firms have had their
assets placed on hold after the group's Australian arm, Brite
Advisors Pty Limited, was placed into liquidation following an
investigation by the Australian regulator.

Brite Australia collapsed with approximately AUD$1 billion now
under management, GBC News relays.  These comprise mainly of
worldwide pension schemes from the Brite Group, of which GBP58
million were held for the two Gibraltar pension companies, GBC News
states.

It's believed the Corinthian and Pantheon's pensioners will not be
able to recover their full pensions, but are likely to recover the
majority of their funds, according to GBC News.


FARFETCH LIMITED: Fitch Lowers IDR to 'D' & Then Withdraws It
-------------------------------------------------------------
Fitch Ratings has downgraded Farfetch Limited's Long-Term Issuer
Default Rating (IDR) to 'D' from 'CC' and withdrawn it. The
downgrade reflects the sale of its business through a pre-pack
administration process and its plan for liquidation.

Fitch has simultaneously assigned Surpique Acquisition Limited, an
entity ultimately owned by South-Korean ecommerce group Coupang,
Inc. and funds managed and/or advised by Greenoaks Capital Partners
LLC, which acquired Farfetch's business, a 'CCC-' IDR. Fitch has
also affirmed its senior secured term loan (TLB) rating at 'CCC-'
but revised the Recovery Rating to 'RR4' from 'RR3'.

Surpique's 'CCC-' rating reflects its weak liquidity position as
Fitch believes the business it acquired is de-facto insolvent but
assumes a one-notch uplift for its new strategic investor Coupang.
Fitch assumes that Surpique's available liquidity may not be
sufficient to cover business needs in the next 12 months. However,
the uplift reflects its assumption of moderate strategic importance
of the acquired assets for Coupang, committed equity support and
potential further cash support to turn the business around once a
new business plan has been developed.

Fitch is withdrawing the ratings of Farfetch as it expects to be
liquidated after its operations were sold through a pre-pack
administration. Accordingly, Fitch will no longer provide ratings
or analytical coverage for Farfetch.

KEY RATING DRIVERS

Strategic Investor Credit-Positive: The presence of a strategic
investor in Coupang is overall positive for Surpique's credit
profile. Fitch sees strategic value to Coupang in Surpique's assets
and business proposition, based on the investor's total equity
commitment of USD500 million, of which USD200 million remains
available over the next 12 months. At the same time, Fitch lacks at
this stage details of Coupang's turnaround strategy and asset
development plan for Surpique, and how much support would be needed
and would be made available to the company. Fitch believes Coupang
lacks expertise in the luxury sector and Surpique's main markets
but the latter can benefit from Coupang's operational expertise and
efficiency.

Uncertain Parent-Subsidiary Linkage: The 'CCC-' IDR is based on its
parent-subsidiary linkage assessment of a stronger parent Coupang
and weaker subsidiary Surpique. Despite uncertainty around
Surpique's legal, strategic and operational ties with Coupang at
present, Fitch sees moderate strategic importance for Coupang but
weak operational and legal ties between the two entities. This
leads to a bottom-up approach with a single-notch uplift from
Surpique's Standalone Credit Profile (SCP) of 'cc'.

Although Fitch does not currently anticipate tighter legal links,
the provision of guarantees for Surpique's TLB, fully integrated
management and treasury functions, may lead to an equalisation of
credit profiles and a rating upgrade. Conversely, Fitch may
considers rating Surpique on a standalone basis if no further cash
support is provided and Fitch receives evidence of limited
strategic incentives to support the business.

Limited Funds to Shore up Liquidity: Surpique's short-term
liquidity is supported by the USD300 million of equity already
provided by the new shareholder, with another USD200 million
remaining available as cash equity injection. Nevertheless, Fitch
believes Surpique may need additional cash support to avoid a
liquidity crisis in the next 12 months as free cash flow (FCF) is
negative.

Business Plan to be Devised: Surpique has not shared any updated
business plan and Fitch assumes its medium-term strategy could take
time to be devised under Coupang's ownership. Fitch believes that
under the current business set-up, Surpique will continue to make
losses and burn cash and a turnaround strategy is necessary to
build a path to profitability.

ESG - Absence of Turnaround Plan: The rating is negatively affected
by the absence of a new turnaround plan. Fitch also sees material
execution risks in view of still uncertain prospects for Surpique
to regain a commercially viable business model.

ESG - Financial Transparency and Disclosure: The rating is
negatively affected by its assessment of Surpique's quality and
timing of financial disclosure, which does not allow investors to
assess on a timely basis the company's financial position.
Transparent disclosure of Surpique's current economic and financial
position in combination with a credible business plan are
instrumental to its assessment of its medium-term credit quality.

DERIVATION SUMMARY

Surpique is the leading global platform for the luxury fashion
industry and shares some traits with consumer goods and non-food
retail companies as it sells products online and through directly
operated retail stores. Fitch does not rate direct competitors of
Surpique.

However, Fitch has considered companies such as Golden Goose S.p.A.
(B+/Stable) and Birkenstock Financing S.a.r.l (BB/Stable) in the
luxury shoes/sneakers space, Levi Strauss & Co. (BB+/Stable) and
Capri Holdings Limited (BBB-/RWN) in the branded apparel space and
Amazon.com, Inc (AA-/Stable) in the e-commerce space for its
analysis. All these are more mature businesses with proven EBITDA
and cash flow generation.

KEY ASSUMPTIONS

Fitch will update its key assumptions after an updated strategy is
provided.

RECOVERY ANALYSIS

The recovery analysis continues to assume that Surpique would be
reorganised as a going-concern (GC) in bankruptcy rather than
liquidated. Fitch estimates Surpique's post-restructuring GC EBITDA
at USD100 million, assuming a credible turnaround plan is devised,
which would allow the business to regain commercial viability.
Fitch has used a 3.0x enterprise value/ EBITDA multiple, which is
low and reflects significant uncertainty around the achievement of
the GC EBITDA.

After deducting 10% for administrative claims from an estimated GC
enterprise value of USD300 million, its principal waterfall
analysis generates a ranked recovery for the senior secured USD633
million TLB (together with capitalised fees), issued by Farfetch US
Holdings, Inc. in the 'RR4' category, leading to a 'CCC-' rating
for the TLB, in line with its IDR. The waterfall analysis output
percentage based on metrics and assumptions is 43%.

RATING SENSITIVITIES

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

Evidence of stronger strategic, operational and legal links with
Coupang confirming its commitment to support the business

Provision of an updated business plan, showing a clear path to
profitability

Sufficient liquidity to cover medium-term business needs and debt
service

Factors that Could, Individually or Collectively, Lead to
Downgrade

Near-term liquidity crisis, leading to inevitable TLB payment
default, or evidence of a debt restructuring, which Fitch may view
as a distressed debt exchange

LIQUIDITY AND DEBT STRUCTURE

Liquidity Reliant on Strategic Investor: Fitch believes that
medium-term liquidity is reliant on support from Coupang, while
Surpique's path to profitability and internal cash flow generation
is uncertain and subject to a yet-to-be completed turnaround plan.

ISSUER PROFILE

Surpique is the global leading marketplace for personal luxury
fashion, including clothes and accessories, with an annual gross
market value of USD4.1 billion in 2022.

ESG CONSIDERATIONS

Surpique has an ESG Relevance Score of '5' for 'Management
Strategy' due to an ineffective and poorly executed corporate
strategy and the absence of a turnaround plan. This has a negative
impact on the credit profile and is highly relevant to the rating.

Surpique has an ESG Relevance score of '5' for 'Financial
Transparency' due to Surpique's quality and timing of financial
disclosure, which does not allow investors to assess on a timely
basis the company's financial position. This has a negative impact
on the credit profile and is highly relevant to the rating.

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
   -----------                ------           --------   -----
Surpique Acquisition
Limited                 LT IDR CCC- New Rating

Farfetch Limited        LT IDR D    Downgrade             CC

                        LT IDR WD   Withdrawn             D

Farfetch US
Holdings, Inc.

   senior secured       LT     CCC- Affirmed     RR4      CCC-


GO-AHEAD GROUP: Fitch Lowers LongTerm IDR to 'BB+', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has downgraded The Go-Ahead Group Limited's (GOG)
Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BBB-' and
simultaneously withdrawn the rating. The Outlook was Stable prior
to withdrawal.

The downgrade mainly reflects its view of 'open' links between
operating subsidiary GOG and parent BidCo (Gerrard International
BidCo Limited) post-refinancing, resulting in an analytical
approach of a consolidated credit profile under Fitch's Parent and
Subsidiary Linkage (PSL) Criteria. This results in GBP815 million
of BidCo's gross debt being currently considered to determine GOG's
credit profile, while in its prior rating case, the links between
GOG and BidCo were deemed 'porous', allowing GOG to be rated two
notches above BidCo's consolidated profile.

The Stable Outlook is supported by GOG's expected stable leverage
and resilient business profile for its bus and rail operations,
which span UK regional buses, the London bus franchise network, UK
rail and a smaller portfolio of bus and rail businesses outside the
UK.

The rating has been withdrawn for commercial reasons. Fitch will no
longer provide rating or analytical coverage of GOG.

KEY RATING DRIVERS

Consolidated Credit View: In August 2023 debt previously placed at
both GOG and at BidCo was refinanced with a new facility entirely
placed at BidCo. As a result of the refinancing Fitch has taken a
consolidated view in line with Fitch's Parent and Subsidiary
Linkage Criteria, with both 'legal ring-fencing' and 'access and
control' deemed 'open.'

Before the refinancing, GOG's Standalone Credit Profile (SCP) was
'bbb-', while the consolidated profile of BidCo was 'bb'. Fitch had
previously assessed the links between the two companies as
'porous', hence GOG was rated two notches above the consolidated
profile at 'BBB-'.

Downgrade Reflects Higher Leverage: Following the refinancing,
GOG's consolidated debt (including BidCo) increased to GBP815
million (including drawn revolving facilities). Fitch now views
GOG's credit profile, which consolidates BidCo's debt, as
commensurate with a 'BB+' rating. Fitch forecasts EBITDAR net
leverage of around 4.0x by financial year ending 2 July 2025, up
from about 2.3x at GOG level under its previous assessment
(consistent with the previous 'bbb-' SCP) and well above the
previous negative rating sensitivity of 2.8x for 'BBB-'.

Recovery in UK Regional Bus: Passenger volumes have been recovering
well, translating into revenue growth of almost 17% in FY23 and an
improvement in EBITDA margins to 16% in FY23 versus 13% in the
previous year. In addition, the UK bus business has been a
beneficiary of government funding support to maintain essential
routes and services. Fitch envisages this support will continue to
mitigate risks embedded in the UK regional bus business as the
government recognises public transport as an essential service.

Sale of German Rail: While contributing around 11% of total
revenues, GOG's German rail company has been historically
loss-making, primarily due to cost overruns. In FY23, the business
segment made an operating loss of GBP15 million (-11% operating
profit margin) and had been assessed as an onerous contract. As a
result its disposal will improve GOG's leverage profile through
sale proceeds and removing a source of losses. The sale to
Austria's national railway company, ÖBB-Personenverkehr AG, is
expected to be finalised in early 2024.

DERIVATION SUMMARY

FirstGroup plc (FG, BBB/Stable) is the closest peer whose business
is of a similar scale and also concentrated in the UK following the
disposal of its north American businesses. However, FG has a
stronger financial structure with lower leverage than GOG.

GOG is smaller and less diversified than Mobico Group PLC
(BBB/Stable) in geography and business segments and also has higher
business risk than the latter. Mobico operates across the US, the
UK and Spain.

KEY ASSUMPTIONS

Key assumptions are not applicable as the rating has been
withdrawn.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given the rating
withdrawal.

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: As of 2 July 2023, GOG held an unrestricted cash
position of GBP32 million and an available revolving credit
facility (RCF) of GBP60 million. Following its refinancing, the
company now has undrawn RCF of GBP70 million and no debt maturities
before 2028, in which the majority of maturities are concentrated.
Fitch expects slightly negative free cash flow for FY24 and FY25.

ISSUER PROFILE

GOG is an international transport group and one of the UK's leading
public transport providers.

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            Prior
   -----------          ------            -----
The Go-Ahead
Group Limited     LT IDR BB+  Downgrade   BBB-
                  LT IDR WD   Withdrawn   BB+


KIER GROUP: Fitch Gives 'BB+' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has published Kier Group Plc's (Kier) Long-Term
Issuer Default Rating (IDR) of 'BB+'. The Outlook is Stable. Fitch
has also published the group's proposed GBP250 million senior
unsecured notes an instrument rating of 'BB+' with a Recovery
Rating of 'RR4'.

Kier's Long-Term IDR reflects the group's strong domestic market
position driven by its ability to deliver across a broad range of
construction segments. The business profile is further supported by
strong project diversification across government and local
authority construction and infrastructure projects, thus benefiting
from a timely payment structure. Fitch expects the group to
maintain its prudent financial discipline to sustain positive free
cash flow (FCF) generation and to deleverage its balance sheet
driven by improved profitability.

Kier's rating is mainly constrained by the lack of geographical
diversification with its operations almost exclusively focused in
the UK, limited diversification of dividend streams and its
moderate leverage.

The Stable Outlook reflects strong revenue visibility and stable
operating profitability, driven by Kier's position in the UK
construction segment. Fitch assumes Kier's leverage profile to
improve across the rating horizon due to solid FCF generation with
lack of major acquisitions and dividends in line with the
management's guidance.

KEY RATING DRIVERS

Domestic Market Position: Kier's strong and improving order backlog
reflects its strong domestic UK market position with a leading
market share in its respective segments throughout the UK. The
company is well positioned across a range of end-markets, from
large infrastructure projects such as highways and utilities to
smaller projects for local delivery (eg health, education and
justice departments).

Counterparty Strength: The group is a key partner for the delivery
of construction projects for a broad range of UK government
projects, as well as local authorities and regulated utilities.
This customer profile provides further support to Kier's business,
given the counterparty strength. This is enhanced through the
group's established presence on numerous national and local
framework agreements, further entrenching key client
relationships.

Deleveraging Expected: Fitch forecasts the company's EBITDA
leverage (Fitch-defined) to gradually decline to below 2.0x in 2025
from historically high levels in 2019-2020. Also, Fitch forecasts
further gross deleveraging to below 1.5x in 2026-2027, assuming the
group's continued prudent balance sheet management. Fitch expects
Kier to maintain a strong available cash balance and low net
leverage levels over the medium term.

Geographical Concentration Risk: Kier's rating is constrained by
its single geography concentration, operating almost exclusively in
the UK, following its withdrawal and scaling down in various
overseas markets. This risk is slightly mitigated by order book
size and diversification, where the top 10 customers account for
less than 40% of the overall order value (temporarily higher given
the scale of HS2), and where each project has a limited scale.
Typically, investment-grade engineering & construction (E&C) peers
have well-diversified geographical profiles, mitigating the risk of
concentrated cash flow from a single region.

Strong Revenue Visibility: Kier has strong revenue visibility
supported by its increased orderbook and healthy pipeline of
opportunities. The group's orderbook increased by 27% to about
GBP9.8 billion at end-FY22 (financial year ending June) from GBP7.7
billion at end-FY21. The order inflow continued in 2023 as well,
thus increasing the overall orderbook to GBP10.1 billion at
end-FY23, and up to GBP10.7 billion by December 2023. Fitch
believes Kier is well positioned to benefit from increasing
government investments, especially driven by new infrastructure and
construction programmes.

Stable Profitability: Fitch forecasts Kier's EBITDA margin to
remain relatively stable at 3.6%-3.8% in FY24-FY27, slightly higher
than historical levels. Kier's solid bidding strategy, where about
60% of its overall order book is cost-plus or target-cost and has
pass-through clauses embedded within the contract terms, supports
margin stability. Most of the remaining contracts employ a
two-stage negotiation process, providing an opportunity to
adequately share project risk and to correctly price contracts
during inflationary environments.

Kier successfully managed its profitability during the supply chain
and inflationary impacts in 2021-2022, where many Fitch-rated E&C
peers experienced greater margin volatility.

Positive FCF: Fitch expects Kier to generate positive FCF through
the cycle. This is driven by stable profitability, coupled with
healthy cash conversion, due to effective working capital
management. Fitch forecasts limited recurring dividends from Kier's
real estate entities across FY24-FY27, thus limiting the
diversification of cash flow streams (often a feature of
investment-grade-rated entities).

Fitch forecasts Kier will increase its capex intensity to 0.4% from
0.2% starting FY24 due to an increasing orderbook and the presence
of HS2 along with its other orders, which requires additional
infrastructure capabilities. However, Kier's forecast capex
intensity is still at the lower end of Fitch-rated E&C peers.

DERIVATION SUMMARY

Fitch views Kier's business profile as weaker than E&C companies
like Ferrovial SE (BBB/Stable) and Balfour Beatty, but similar to
Webuild S.p.A. (BB/Stable), albeit with more limited geographical
diversification. Kier has an established strong domestic market
position across its different business segments, coupled with
healthy revenue visibility and solid contract risk management in
line with other investment-grade E&C players.

Kier's scale is smaller than that of Ferrovial, Balfour Beatty and
Webuild, but larger than KAEFER SE & Co. KG (BB+/Stable). Balfour
Beatty has a slightly stronger end-market diversification due to
its exposure to the support services segment and benefits from
stable concessionary assets. Ferrovial has a higher contribution of
recurring dividends from infrastructure assets and a relatively
attractive concession portfolio, including toll roads with longer
average duration than most peers and a healthy tariff growth
outlook.

Kier shows a sound financial profile for its 'BB+' rating supported
by improving and less volatile profitability, coupled with expected
positive FCF generation. The group's committed financial discipline
provides good liquidity and an adequate financial structure,
although higher-rated peers typically have lower gross leverage and
consistent net cash positions.

KEY ASSUMPTIONS

- Revenue of about GBP3.6 billion in FY24, growth of 4.5%-5.5% in
FY25-FY26 and 3% in FY27

- Stable EBITDA margin of 3.6%-3.8% in FY24-FY27

- Working capital inflow for FY24 and slight working capital
outflow in FY25-FY27

- Capex at 0.4% of revenue in FY24-FY27

- Cumulative investments in joint ventures at GBP90 million across
FY24-FY27

- Minor dividend outflows across the rating horizon

RATING SENSITIVITIES

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

- Increase in scale above GBP4 billion, combined with improving
profitability, with EBITDA margins above 3.5% on sustained basis

- Improvement of quality/diversification of dividend income
streams

- Low single digit FCF

- EBITDA leverage below 1.5x on a sustained basis

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

- Significant decrease in order backlog or loss of cash flow
visibility

- Negative FCF on a sustained basis

- EBITDA leverage above 2.5x on a sustained basis

- Significant restructuring/one-off costs

LIQUIDITY AND DEBT STRUCTURE

Ample Liquidity: In FY24, Kier's liquidity is supported by about
GBP292 million of readily available cash (after Fitch's adjustment
to cash of 2.5% of turnover that is treated as restricted cash for
working capital adjustments) and GBP251 million undrawn committed
revolving credit facility (RCF) maturing in January 2025. Kier is
also forecast to generate positive FCF across 2024-FY27.

Debt Structure: At FY23 (ie pre-transaction), Kier's capital
structure comprised RCF (GBP495 withdrawn to about GBP230 million)
and US Private Placement notes (about GBP74 million outstanding),
both maturing in January 2025. The new transaction will result in
Kier refinancing the existing facilities with a senior unsecured
bond of GBP250 million (2028 maturity) and to resize the RCF with a
March 2027 maturity (initially to about GBP260 million
post-refinancing, and then reducing further to GBP150 million as of
January 2025).

ISSUER PROFILE

Kier Group plc provides specialist design and build capabilities in
E&C. It caters across various business divisions including
highways, power, telecoms, buildings, rail and water.

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   
   -----------              ------        --------   
Kier Group Plc        LT IDR BB+  Publish

   senior unsecured   LT     BB+  Publish   RR4


LONDON CAPITAL: Ran "Ponzi Scheme", High Court Hears
----------------------------------------------------
Alistair Gray at The Financial Times reports that London Capital &
Finance ran a "Ponzi scheme" where money raised from UK retail
investors was spent on diamond earrings, horses, shotguns and
membership of Annabel's nightclub, a court has been told.

The now-insolvent investment firm funnelled funds raised from
11,600 investors to individuals connected with the "minibond"
company before its failure, the High Court heard, according to the
FT.

Proceedings began on Feb. 19 in a case brought by LCF
administrators against the firm's former chief executive Michael
Thomson, known as Andy, and others linked to one of the UK's
biggest retail savings scandals of recent years, the FT relates.

LCF raised about GBP237 million, promising returns of as much as 8%
through so-called minibonds, the FT discloses.  But it went into
administration in 2019, triggering criminal and regulatory probes,
as well as an inquiry into the Financial Conduct Authority's
supervision of the company, the FT recounts.

Stephen Robins KC, representing the claimants, argued in written
submissions that LCF had been "a Ponzi scheme from the outset" as
it used "new investors' monies to pay returns to existing
investors", the FT relays.

While LCF purported to use the funds to provide much-needed finance
to small and medium-sized enterprises, "in reality most of the
borrowers couldn't really be said to be carrying on any business at
all", he said, the FT notes.

The entities lent to were not independent but were connected with
people behind LCF, he claimed, the FT states.  Proceeds were
allegedly spent on items including gold bullion, land in Jamaica,
bronze statues, quad bikes and Porsches, as well as used to cover
private school fees and donations to the Conservative party, the FT
discloses.

According to the claimants, about GBP58 million has been paid to
bondholders by the Financial Services Compensation Scheme, the FT
notes.  An additional GBP114 million was also paid as part of a
scheme funded by HM Treasury, the FT says.


REKOM UK: Owed More Than GBP120 Million at Time of Collapse
-----------------------------------------------------------
Jon Robinson at City A.M. reports that the UK's largest nightclub
operator owed more than GBP120 million as it collapsed into
administration and cut almost 500 jobs before a rescue deal was
agreed, it has been revealed.

Rekom UK, which owned the Atik and Pryzm brands, called in Grant
Thornton UK LLP in January after blaming higher energy prices and
the impact of the cost-of-living crisis on students for its issues,
City A.M. relates.

Approximately 471 jobs were lost while 17 sites were closed as a
pre-pack deal was agreed earlier this month, City A.M. notes.

The deal was agreed for GBP19.5 million by a newly-incorporated
company controlled by Rekom co-founder Adam Falbert and fellow
directors Vilhelm Hahn-Petersen and Russell Quelch, City A.M.
relays, citing new document filed by Grant Thornton UK LLP.

The report has also revealed exactly how much the company owed to
its creditors as it entered administration and the circumstances
surrounding its decline, City A.M. states.

Following its acquisition in December 2020, all of its venues
remained closed because of the Covid-19 pandemic until July 2021,
City A.M. recounts.

According to Grant Thornton UK LLP's report, the company was
incurring costs of around GBP900,000 a month during this period,
City A.M. notes.

Despite trading conditions remaining strong for the rest of 2021
once restrictions were lifted, trade began to slow during the
summer of 2022, City A.M. relates.

According to Grant Thornton UK LLP's report, Rekom UK owed secured
creditor Axiom around GBP19.6 million when it entered
administration, City A.M. discloses.

However, following the pre-pack deal, Axiom has received GBP19
million but the remaining GBP600,000 is unlikely to be repaid, City
A.M. states.

HSBC, which was also a secured creditor was owed GBP18,654 and it
is expected that it will be repaid in full, City A.M. discloses.

According to City A.M., Grant Thornton UK LLP said that claims from
the employees who were made redundant are expected to be made but
that there it is currently anticipated that there will not be
enough funds to enable a distribution to them.

The firm added that it is also expected that HMRC is not expected
to be repaid, City A.M. discloses.

According to Grant Thornton UK LLP's report, Rekom UK had racked up
debts with unsecured creditors of more than GBP100.5 million, who
are also not expected to receive a distribution of funds, City A.M.
notes.


T.G. HOWELL: Bought Out of Administration by Robert Price
---------------------------------------------------------
Business Sale reports that administrators have secured the sale of
the majority of the business and assets of a timber and builders'
merchants based in South Wales.

T.G. Howell & Sons Limited, trading as Terry Howell Timber &
Builders' Merchants, fell into administration earlier this month
after suffering from mounting financial difficulties over recent
years, Business Sale relates.

Huw Powell and Katrina Orum of Begbies Traynor in Cardiff were
appointed as joint administrators and secured a pre-packaged sale
of the majority of the business and its assets to Robert Price
(Builders' Merchants) Limited in a deal supported by Gavel
Auctioneers, Business Sale discloses.

Terry Howell Timber and Builders' Merchants has been a family-owned
business since it was founded in 1953.  The company, which has
branches in Newport and Pontypool, initially manufactured ladders
before establishing itself as one of South Wales' leading
independent timber and builders' merchants.  The firm also operated
a five-acre wholesale distribution yard that specialised in timber
treatment.

The company began to suffer from increasingly unpredictable trading
conditions in the timber market during the COVID-19 pandemic, which
was then exacerbated by a shift in the market, leading to falling
margins, Business Sale relays.  Despite efforts to cut costs, the
company began incurring unsustainable losses, largely attributed to
its wholesale business, ultimately leading to it being placed into
administration, Business Sale notes.

The rescue deal will see the company's two builders' merchant
stores continuing to trade, but the wholesale operation will close,
Business Sale states.  Despite the closure of the wholesale side of
the business, no redundancies have been made, with the pre-pack
acquisition securing all 53 jobs at the company, according to
Business Sale.


WOODWARDS LAW: Blames Collapse on Change in Creditors' Approach
---------------------------------------------------------------
John Hyde at The Law Society Gazette reports that a personal injury
firm spiralled into insolvency when creditors changed their
approach and started calling in debts, according to an
administrators' report suggesting that suppliers to the sector are
becoming less willing to grant credit.

Inquesta Corporate Recovery was appointed in December to handle the
affairs of Wigan firm Woodwards Law Ltd after it could no longer
withstand changes to the PI market.

According to The Law Society Gazette, a notice of administrator's
proposals revealed that the attitude of creditors had recently
changed, placing the business under strain.

"Creditors like doctors and barristers started to pursue Woodwards
for any unrecovered fees even though for many years they had just
written off the fees on unsuccessful cases," The Law Society
Gazette quotes the report as saying.  "An out of court settlement
with doctors in the sum of GBP325,000 . . . increased the financial
burden of the company and more claims were expected from the same
creditor on other types of claims."

The note suggests that personal injury firms are not only facing
dwindling income streams but also that cash-strapped medical
reporting companies and chambers are being more pro-active about
recouping outstanding debts, The Law Society Gazette discloses.

Woodwards, which was incorporated in 2012, had largely worked on
RTA claims but had tried to branch out to other types of claims
such as holiday sickness, starting to invest in this line from
around 2015.  

Administrators reported that most of the invested money was lost
due to a "significant change" in the burden of proof of such cases,
The Law Society Gazette notes.

As recently as the year to June 2021, the firm was reporting a
profit of GBP169,000 based on almost GBP2 million turnover, with 40
staff employed.  But despite income remaining steady in the last
six months of 2023, administrative expenses increased and the firm
posted a loss of almost GBP50,000 for the period, The Law Society
Gazette discloses.

By the end of last year, Woodwards was not able to meet payment
obligations and was mindful of possible legal action from
creditors, so it sought advice from Inquesta, The Law Society
Gazette relays.

According to The Law Society Gazette, in an effort to improve cash
flow, the company had applied for a coronavirus business loan from
Natwest Bank.  Funding was secured to ensure the firm could trade
for a few months, but it became clear that there was not scope to
repay any further loans or to finance facilities, The Law Society
Gazette recounts.

Administrators said the firm sought to contact major creditors, but
no agreement was made and the management pursued insolvency
proceedings, The Law Society Gazette notes.  The directors agreed
the best option was to enter administration and transfer all cases
to different specialists, The Law Society Gazette relays.  Richmond
Legal took over PI work, ABH Law was transferred conveyancing cases
and KJD Law is handling all other live claims.

Unsecured creditors are owed around GBP352,000 and are unlikely to
receive any repayment, The Law Society Gazette discloses.  A
similar amount is owed to HM Revenue & Customs, The Law Society
Gazette notes.



                           *********


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