/raid1/www/Hosts/bankrupt/TCREUR_Public/210121.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, January 21, 2021, Vol. 22, No. 10

                           Headlines



F R A N C E

CAB SOCIETE: Fitch Affirms 'B' IDR & Alters Outlook to Stable
LABORATOIRE EIMER: Moody's Assigns New B2 CFR, Outlook Negative


I R E L A N D

CAIRN CLO III: Moody's Affirms B1 Rating on Class F Notes
SALUS DAC 33: S&P Lowers Rating on Class D Notes to 'BB+'
SHAMROCK RESIDENTIAL 2021-1: S&P Gives (P)B- Rating on Cl. G Notes


I T A L Y

MOBY SPA: S&P Withdraws 'SD' LongTerm Issuer Credit Rating
MONTE DEI PASCHI: DBRS Assigns B Rating to Sr. Non-Preferred Debt


L U X E M B O U R G

PALLADIUM SECURITIES: DBRS Confirms BB(high) on Series 147 Notes


N E T H E R L A N D S

BNPP AM CLO 2017: Fitch Affirms B- Rating on Class F Notes
PRIME FOCUS: Fitch Withdraws Ratings for Commercial Purposes


S P A I N

CAIXA PENEDES 1: Moody's Upgrades Class C Notes From B1


U N I T E D   K I N G D O M

AA BOND: S&P Assigns Prelim. 'B+' Rating on Class B3-Dfrd Notes
ARCADIA GROUP: Next Among Potential Buyers of Business
ARCADIA GROUP: Set to Close 31 Shops Following Administration
LONDON CAPITAL: Judicial Review Begins on Behalf of Bondholders
MOTOR FINANCE: Enters Administration, Halts Trading

ONEWEB: Softbank Group, Hughes Network Invest in Business
PEMBROKESHIRE MORTGAGE: Placed in Default, Faces 35 Claims
TECHNIPFMC PLC: Moody's Rates New $850MM Guaranteed Notes 'Ba1'
TECHNIPFMC PLC: S&P Gives (P)BB+ Rating on New $850MM Unsec. Notes

                           - - - - -


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F R A N C E
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CAB SOCIETE: Fitch Affirms 'B' IDR & Alters Outlook to Stable
-------------------------------------------------------------
Fitch Ratings has revised the Outlook on CAB Societe d'excercice
liberal par actions simplifiee's (CAB, also known as Biogroup)
Long-Term Issuer Default Rating (IDR) to Stable from Negative and
affirmed the IDR at 'B' and senior secured debt at 'B+'/'RR3' ahead
of a planned refinancing.

Fitch has also assigned an expected IDR of 'B(EXP)' to Laboratoire
Eimer Selas, which will become the new top entity of the group
after refinancing, and a security provider and guarantor of the new
senior secured debt. A full list of rating actions is below.

The revision of the Outlook to Stable reflects our expectation that
the company's leverage profile will stabilise with funds from
operations (FFO) gross leverage projected at around 8.0x through
2024 amid a more consistent financial policy after a period of
dynamic acquisitive growth.

CAB's 'B' IDR balances aggressive leverage with a predominantly
debt-funded opportunistic, albeit well-executed, acquisitive
business strategy and rapidly scaling up operations with superior
operating and free cash flow (FCF) margins, which are among the
highest in the sector.

KEY RATING DRIVERS

Refinancing Rating Neutral: Fitch views the announced refinancing
overall as rating neutral. Fitch views the intention to increase
total debt by around EUR180 million as credit dilutive, as the new
senior secured and other senior debt will be used to partly
refinance the term loan B (TLB), redeem the second lien tranche and
a PIK note, which was issued outside the rating perimeter.

However, the higher indebtedness will be mitigated by Biogroup's
stable organic performance, boosted by the contribution from the
first full-year consolidation of the transformational acquisition
of CMA-Medina completed in 2020 and Covid-19 testing, which will
remain a material contributor to sales and EBITDA in 2021.
Excluding the one-time higher projected cash tax from the
coronavirus-related extra business activity, Fitch estimates FFO
adjusted leverage at below 8.0x in 2021 immediately after the
refinancing.

Financial Policy Drives IDR: The IDR is mainly driven by our
perception of Biogroup's improved financial discipline and funding
mix to support the company's highly acquisitive growth strategy.
The revision of the Outlook to Stable reflects our assumptions of
more balanced funding for future acquisitions, depending on their
scale, with a stronger contribution from FCF (given FCF margin
estimated in the low double digits post-2021). This will help
alleviate the previous overstretched use of debt financing, which
contributed to high leverage in 2019-2020.

M&A Still Poses Event Risks: M&A will remain a critical element of
Biogroup's business strategy, and uncertainty over its magnitude
and funding poses event risks. Our rating case assumes around
EUR800 million of M&A a year. Smaller or bolt-on M&A could be
accommodated by FCF, while mid-scale and larger acquisitions would
be funded by a combination of new debt and equity. Departure from
the established asset selection and integration practices, or more
aggressive financial policies would pressure the ratings.

Stabilising Leverage, Deleveraging Potential: Based on our M&A (and
funding) assumptions and steady organic performance, Fitch projects
stabilisation of FFO adjusted leverage at around 8.0x, supporting
the Stable Outlook. Strong internal cash generation provides scope
for deleveraging capacity, although the growing cash reserves will
likely be reinvested into M&A instead of debt reduction.

Adequate Financial Flexibility: Despite higher debt cash service
requirements due to contemplated incremental debt, the FFO fixed
charge cover ratio will remain adequate at marginally above 2.0x.
The proposed refinancing will diversify Biogroup's funding mix,
extending debt maturities from 2026 to 2027-2029.

Defensive Business Model: Biogroup's business model is defensive
with stable, non-cyclical revenues and high and resilient operating
margins. As one of the largest players in the French sector, the
company benefits from scale-driven operating efficiencies, in
addition to high barriers to entry as it operates in a highly
regulated market.

Given its growing coverage in France and Belgium, and a focused
approach to M&A, Biogroup is well-placed to continue capitalising
on favourable sector fundamentals and deriving value from its
buy-and-build strategy, which should allow it to grow faster than
the market. Concentration risks due to narrow product
diversification, and still large exposure to France, are
counter-balanced by high operating profitability and strong cash
flow generation.

Healthy Cash Flow Generation: The acquisition of CMA-Medina and
Covid-19 related testing boosted EBITDA and FCF in 2020 to all-time
highs. The pandemic-induced service volumes will gradually subside
from 2021 onward, but the business will continue generating
superior operating margins. Given contained trade working capital
and low capital intensity, this translates into sustained sizeable
FCF and high FCF margins estimated in the low double digits, which
is solid for the rating. Strong cash flow profitability remains a
key factor, mitigating periods of high leverage.

Medium-Term Boost from Pandemic: Fitch expects Covid-19 testing
accounted for a substantial share of 2020 sales and earnings. This
should continue to materially support sales and EBITDA, albeit at a
slower pace from 2021 onwards. Fitch believes demand for this
testing service will continue after 2021, despite the recent launch
of mass vaccination in the EU, given the uncertainties over the
ability to reach herd immunity estimated at 60%-70% before the
start of the fall/winter season, as well as the current lack of
clinical studies over the ability of vaccinated persons to continue
spreading the coronavirus, and the need to refresh immunisation
every two to three years.

Fitch therefore projects the contribution from this business
service to remain through 2024, albeit with declining volumes and
prices from what appears to be the peak 2020 levels. Even if demand
declines to negligible levels by 2023-2024, Biogroup's operating
profile will remain defensive and resilient.

Regulation Impacts Profits: Biogroup operates in a regulated
medical market, which is subject to pricing and reimbursement
pressures, particularly in France, where sector constituents
operate under a tight price and volume agreement between the
national healthcare authorities, lab-testing groups and trade
unions. High social relevance of the lab testing sector exposes
lab-testing companies to increased risks of tightening regulations
constraining the companies' ability to maintain operating
profitability and cash flows. Fitch captures this risk in the ESG
Relevance Score of 4 for Exposure to Social Impact. This may have a
negative impact on Biogroup's credit profile and is relevant to the
rating in conjunction with other factors.

DERIVATION SUMMARY

Similar to other sector peers, such as Synlab Bondco plc
(B+/Stable) and Inovie Group ('B(EXP)'/Stable), Biogroup benefits
from a defensive, non-cyclical business model with stable demand
given the infrastructure-like nature of lab-testing services. This
has been reinforced by strongly improved trading during the
pandemic. Biogroup's high and stable operating and cash flow
margins are considered the highest in peer comparison, which Fitch
largely attributes to the particularities of the French regulatory
regime.

The lab-testing market in Europe has attracted significant private
equity investment, leading to highly leveraged financial profiles.
The one-notch difference between Biogroup and Inovie Group against
Synlab is due to the latter's lower FFO adjusted leverage following
recent debt repayment, leading to approximately 2x lower leverage
than its 'B' rated peers.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

-- Organic sales growth at 0.6% p.a. for 2021-2023, reflecting
    the triennial agreement renewal in France;

-- 2020 completed acquisition contributing to 20% of growth in
    2020 and 2021;

-- M&A of EUR800 million per year in 2021-2023, using a mix of
    additional debt, FCF and new equity;

-- EUR10 million of recurring expenses (above FFO) and general
    expenses and EUR10 million of M&A-driven trade working capital
    outflows a year until 2023; Fitch projects a larger trade
working
    capital outflow and recurring expenses in 2020 following
    investments in new Covid-19 tests; large 2020 trade working
    capital outflow mainly driven by one-off delay of social
    health insurance payments and expected to reverse in 2021;

-- EBITDA margin improvement following planned business additions
    and as low-risk synergies materialise on earlier acquisitions;

-- Capex at around 2% per year on average until 2023; and

-- No dividend payments throughout the life of CAB's debt
    facilities.

KEY RECOVERY ASSUMPTIONS.

Fitch follows a going-concern approach over balance-sheet
liquidation given the quality of CAB's network and strong national
market position:

-- Going-concern EBITDA reflects breakeven FCF, implying a 30%
    discount to projected 2020 EBITDA, adjusted for a 12-month
    contribution of all 2020 acquisitions, as well as the
    additional Covid-19 testing activity at a normalised medium
    term level anticipated to remain by 2023.

-- Distressed enterprise value (EV)/EBITDA multiple of 5.5x,
    which reflects CAB's strong market position albeit with
    exposure to only two geographies, including dominant exposure
    to France. This implies a discount of 0.5x against Synlab's
    distressed EV/EBITDA multiple of 6.0x;

-- Revolving credit facility (RCF) of EUR120 million assumed to
    be fully drawn prior to distress, in line with Fitch's
    criteria;

-- Structurally higher-ranking super senior debt of around EUR20
    million at operating companies to rank on enforcement ahead of
    RCF and TLB;

-- TLB of around EUR2 billion and RCF rank pari passu; other
    senior debt ranks third in priority;

-- After deducting 10% for administrative claims from the
    estimated post-distress EV, our waterfall analysis generates a
    ranked recovery for the senior secured debt in the 'RR3' band,
    indicating a 'B+' instrument rating. The waterfall analysis
    output percentage on current metrics and assumptions is 64%
    compared with 57% previously; the uplift mainly reflects the
    Covid-19 testing activity that Fitch anticipate to remain at a
    normalised level, creating an additional line of testing;

Upon completion of the refinancing, Fitch anticipates the senior
secured debt to remain in the 'RR3' band keeping the 'B+' rating
unchanged, albeit with a lower output percentage of 54% from 64%.
The expected decline in recoveries reflects a higher prospective
amount of senior secured debt estimated at EUR2.25 billion from
EUR2.01 billion, and the enlarged RCF of EUR270 million versus
EUR120 million currently.

RATING SENSITIVITIES

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

-- A larger scale, increased product/geographical
    diversification, full realisation of contractual savings and
    synergies associated with acquisitions and/or voluntary
    prepayment of debt from excess cash flow, followed by:

-- FFO adjusted gross leverage (pro forma for acquisitions) below
    6.5x on a sustained basis;

-- FFO fixed charge cover (pro forma for acquisitions) trending
    above 2.5x on a sustained basis.

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

-- Weak operating performance with neutral to negative like-for
    like sales growth and declining EBITDA margins due to a delay
    in M&A integration, competitive pressures or adverse
    regulatory changes;

-- Failure to show significant deleveraging towards 8.0x at least
    two years before major contractual debt maturities (2019:
    9.5x, pro-forma: 9.0x) on an FFO adjusted gross basis due to
    lost discipline in M&A;

-- FCF margin reducing towards mid-single digits such that
    FCF/total debt declines to low single digits; and

-- FFO fixed charge cover below 2.0x (pro forma for acquisitions)
    (2019: 2.1x, pro-forma: 2.2x) on a sustained basis.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch views Biogroup's liquidity as
comfortable. This is based on a high starting year-end cash balance
estimated at around EUR230 million in December 2020. Fitch also
notes an improved projected internal liquidity generation boosted
by the integration of the credit accretive transformation
acquisition of CMA-Medina and incremental Covid-19 related testing
activity, which the company can use at its discretion for bolt-on
M&A.

The proposed refinancing will widen Biogroup's funding mix and
improve its debt maturity profile extending its debt maturities
from 2026 to 2027/2028. An upsized RCF to EUR270 million from
EUR120 million at present will also enhance the company's liquidity
headroom and financial flexibility.

ESG CONSIDERATIONS

CAB societe d exercice liberal par actions simplifiee: Exposure to
Social Impacts: 4

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


LABORATOIRE EIMER: Moody's Assigns New B2 CFR, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has assigned a new B2 Corporate Family
Rating and a new B2-PD Probability of Default to Laboratoire Eimer,
the new top entity of Biogroup's restricted group. As a result, the
CFR and Probability of Default of CAB, previously rated B2 and
B2-PD respectively, have been withdrawn. Concurrently, Moody's has
assigned a B2 instrument rating to the new proposed 7 years senior
secured term loan B and the new proposed 6.5 years senior secured
revolving credit facility, to be issued by CAB, a subsidiary of
Laboratoire Eimer. The outlook on CAB remains negative, and a
negative outlook has been assigned to Laboratoire Eimer.

The proceeds along with other secured, and unsecured, debt will be
used to refinance the existing PIK notes issued by Laboratoire
Eimer, the 2nd lien term loan issued by CAB and a portion of the
existing term loan also issued by CAB.

RATINGS RATIONALE

The rating action is driven by the following interrelated drivers:

- A strong operating performance for the year to date September
2020 period in terms of revenue growth, EBITDA margin and free cash
flow generation on the back of the strong uptick in COVID testing
and the recovery of core (non-COVID) tests from the trough in
April/May 2020

- A good liquidity

- A Moody's adjusted gross leverage which increases by around 0.5x
to 6.5x (pro forma LTM Sept-2020) from the contemplated refinancing
transaction as the company will refinance the PIK notes which were
previously outside the restricted group with senior debt inside the
restricted group;

- An M&A strategy that has been more aggressive than the peer
group notably in terms of size and pace with around EUR1.5 billion
spent in acquisitions in 2020, limiting the ability to track the
organic performance and the integration of past acquisitions

Moody's expects the strong uptick in COVID testing performed by the
sector, including Biogroup, to continue through the end of 2020 and
into 2021. Moody's forecasts that COVID testing activities will
continue to more than offset any potential declines in the sector's
core testing business. In the past months and especially during the
mid-March to mid-May 2020 period, decreased patients' visits to
doctors' offices, the postponement of non-urgent surgeries and
staffing constraints led to a sharp decline in core (i.e. non
COVID) tests volume with drops more severe in countries with
stricter lockdowns. Volume for routine tests were more impacted
than specialty and hospital outsourcing services. Moody's
positively notes that core volumes for the sector have strongly
recovered from the trough in April/May 2020 and are now back at
pre-pandemic level.

Moody's believes that uncertainty remains high especially regarding
the future volume and price of PCR tests which are highly dependent
on national health authorities' policies as well as potential
future disruptions on core volumes as long as the pandemic
persists.

Moody's views this additional boost from COVID tests as temporary
since needs for PCR tests will likely decline as vaccines become
widely available, by mid-2021 according to Moody's current
forecast. The volume of anti-body/serology tests has been
relatively limited so far, this might change during the course of
2021 as the need to test the presence of antibodies might increase
when the vaccines get rolled out.

Financial policy will be a key rating driver in the next 12-18
months. Biogroup's M&A strategy will be a key driver of the ratings
with a specific attention to be given to the assessment of business
rationale, acquisition multiples, funding mix and pro forma
leverage impact. Since 2017, the company spent a total of around
EUR3 billion on acquisitions, of which around 70% was funded by
debt, 25% by equity and 5% by cash. As a result, group revenue has
increased from EUR215 million in 2017 to above EUR1 billion pro
forma. Active debt-funded M&A activity drove leverage increases in
the past and the current high leverage level is a key rating
constraint. In order to maintain its ratings within the B2
category, Biogroup should demonstrate an ability and willingness to
maintain its Moody's adjusted debt/EBITDA below 6.5x and Moody's
adjusted FCF/debt to around 5%, which are the triggers Moody's set
for the B2 rating.

Price pressure has been a credit constrain for the sector in the
past. European public authorities have put tariff cuts on hold so
far as the sector is seen as instrumental in the day to day fight
against the virus. In France for example, the planned 2020 tariff
cut has been cancelled and the triennial agreement provides some
visibility in terms of tariff movement for the 2021-22 period.

Over the next 12-18 months, Moody's does not expect any significant
fundamental changes for the sector. The pandemic has highlighted
the vital importance of testing for public health, certainly a
positive for the sector in the medium term. Potential structural
changes for the sector -- positive or negative -- post COVID are
uncertain at this stage. In case of any change, Moody's assume it
will be gradual and companies Moody's rate, including Biogroup,
because of their size and market positioning are certainly
relatively better positioned than small players to digest any
change.

RATING OUTLOOK

The negative outlook reflects Biogroup's elevated leverage pro
forma of the proposed refinancing but also the integration risk
related to the significant amount of acquisitions completed in 2020
which drove the material difference between reported and pro forma
credit metrics. The negative outlook further reflects the risks
associated with the expected deleveraging path in light of
Biogroup's history of debt-funded acquisitions.

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

A stabilization of the outlook at B2 would require the company to
establish a track record, within the audited annual and quarterly
financial statements, of good operating performance for the pro
forma perimeter (i.e. including 2020 acquisitions) and to
sustainably reduce the gap between pro forma and reported credit
metrics. Moody's would position the ratings on an operating
performance excluding the positive impact from COVID tests since
this effect is viewed as temporary. Given the current high
leverage, any transaction translating into further leverage
increase would be seen as credit negative.

Positive pressure could arise over time if:

- The Moody's-adjusted debt/EBITDA falls below 5.25x on a
sustained basis;

- The Moody's-adjusted free cash flow (FCF)/debt improves to
around 10% on a sustained basis;

Negative pressure could arise if:

- Leverage, as measured by Moody's-adjusted debt/EBITDA, exceeds
6.5x on a sustained basis;

- The Moody's-adjusted FCF/debt does not remains around 5% on a
sustained basis;

- The company's liquidity deteriorates.

LIQUIDITY

Biogroup's liquidity is good supported by EUR200 million of cash on
balance sheet end of September 2020, a new upsized EUR270 million
senior secured revolving credit facility undrawn at closing of the
contemplated transaction, positive free cash flow expected for the
next quarters and long dated debt maturities.

ESG CONSIDERATIONS

Moody's considers that Biogroup has an inherent exposure to social
risks given the highly regulated nature of the healthcare industry
and the sensitivity to social pressure related to affordability of
and access to health services. Biogroup is exposed to regulation
and reimbursement schemes which are important drivers of its credit
profile. The ageing population supports long-term demand for
diagnostic testing services, supporting Biogroup's credit profile.
At the same time, rising demand for healthcare services puts
pressure on public sector budgets, which could result in cuts to
reimbursement levels for Biogroup's services. Moody's regards the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.

Moody's considers that governance risks for Biogroup would be any
potential failure in internal control which would result in a loss
of accreditation, failure to comply with applicable laws and
regulations or reputational damage and as a result could harm its
credit profile, although there is no evidence of weak internal
control to date. Biogroup has an aggressive financial strategy
characterized by high financial leverage and the pursuit of
debt-financed acquisitions. The pace of the M&A strategy has been
higher for Biogroup than for the rest of the peer group. Moreover,
Moody's believes that the strong growth of Biogroup has been led
mainly by Stéphane Eimer, the company's founder and CEO, which
exposes the company to a key man risk.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

PROFILE

Biogroup, headquartered in Wissembourg, France, is one of the
largest clinical laboratory testing network in France and Belgium.
The company, with more than 700 laboratories (pro forma for 2020
acquisitions), offers mainly routine and to a smaller extent
specialty tests which are either performed internally or outsourced
to other private laboratories.

Biogroup is owned by its founder, Stephane Eimer, who controls the
company. Minority shareholders include Caisse de depot et placement
du Quebec (CDPQ), ICG, Straco, EMZ Partners, members of the
management team and partner biologists. Mr Stephane Eimer is the
founder, the majority owner and the Chief Executive Officer
(CEO)/Chairman of the company and has been managing the company
since its creation in 1998.




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I R E L A N D
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CAIRN CLO III: Moody's Affirms B1 Rating on Class F Notes
---------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Cairn CLO III B.V.:

EUR28,000,000 Refinancing Class B Senior Secured Floating Rate
Notes due 2028, Upgraded to Aaa (sf); previously on Dec 8, 2020 Aa1
(sf) Placed Under Review for Possible Upgrade

EUR20,000,000 Refinancing Class C Senior Secured Deferrable
Floating Rate Notes due 2028, Upgraded to Aa2 (sf); previously on
Dec 8, 2020 A1 (sf) Placed Under Review for Possible Upgrade

EUR16,500,000 Refinancing Class D Senior Secured Deferrable
Floating Rate Notes due 2028, Upgraded to A2 (sf); previously on
Oct 20, 2017 Upgraded to Baa1 (sf)

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

EUR181,500,000 (Current Outstanding Amount EUR 152,770,685)
Refinancing Class A Senior Secured Floating Rate Notes due 2028,
Affirmed Aaa (sf); previously on Oct 20, 2017 Definitive Rating
Assigned Aaa (sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2028, Affirmed Ba1 (sf); previously on Oct 20, 2017 Upgraded to
Ba1 (sf)

EUR8,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2028, Affirmed B1 (sf); previously on Oct 20, 2017 Upgraded to
B1 (sf)

Cairn CLO III B.V., originally issued in March 2013, restructured
in October 2015 and refinanced in October 2017, is a collateralised
loan obligation backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by Cairn Loan
Investments LLP. The transaction's reinvestment period ended in
October 2019.

The action concludes the rating review on the Class B and C notes
initiated on December 8, 2020, "Moody's upgrades 23 securities from
11 European CLOs and places ratings of 117 securities from 44
European CLOs on review for possible upgrade.",
https://bit.ly/38UTyVB.

RATINGS RATIONALE

The rating upgrades on the Class B, C and D notes are primarily due
to the update of Moody's methodology used in rating CLOs, which
resulted in a change in overall assessment of obligor default risk
and calculation of weighted average rating factor (WARF). Based on
Moody's calculation, the WARF is currently 2938 after applying the
revised assumptions as compared to the trustee reported WARF of
3259 as of December 21, 2020.

The actions also reflect the deleveraging of the Class A notes
following amortisation of the underlying portfolio since the end of
the reinvestment period.

The Class A notes have paid down by approximately EUR 28.7 million
(15.8%) in the last 12 months, following the expiry of the
reinvestment period in October 2019. As a result of the
deleveraging, over-collateralisation for the senior notes has
increased. According to the trustee report dated December 2020, the
Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 148.8%, 134.0%, 123.8%, 112.4% and 108.8% compared to
January 2020 of 143.8%, 131.3%, 122.5%, 112.4% and 109.2%
respectively.

The rating affirmations on the Class A, E and F notes reflects the
expected losses of the notes continuing to remain consistent with
their current ratings after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralization levels as well as applying Moody's revised
CLO assumptions.

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: EUR 256,912,301 and
EUR 10,677,470

Defaulted Securities: EUR 3,880,090

Diversity Score: 37

Weighted Average Rating Factor (WARF): 2938

Weighted Average Life (WAL): 4.42 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.5276%

Weighted Average Coupon (WAC): NA

Weighted Average Recovery Rate (WARR): 45.9471%

Par haircut in OC tests and interest diversion test: None

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.

Moody's notes that the credit quality of the CLO portfolio has
deteriorated over the last year as a result of economic shocks
stemming from the coronavirus outbreak. Corporate credit risk
remains elevated, and Moody's projects that default rates will
continue to rise through the first quarter of 2021. Although
recovery is underway in the US and Europe, it is a fragile one
beset by unevenness and uncertainty. As a result, Moody's analyses
continue to take into account a forward-looking assessment of other
credit impacts attributed to the different trajectories that the US
and European economic recoveries may follow as a function of
vaccine development and availability, effective pandemic
management, and supportive government policy responses.

The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
corporate assets from the current weak global economic activity and
a gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around our forecasts is unusually high.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.

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 2020.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in June 2020. 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:

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
notes, in light of uncertainty about credit conditions in the
general economy. In particular, the length and severity of the
economic and credit shock precipitated by the global coronavirus
pandemic will have a significant impact on the performance of the
securities. CLO notes' performance may also be impacted either
positively or negatively by: the manager's investment strategy and
behaviour; and divergence in the legal interpretation of CDO
documentation by different transactional parties because of
embedded ambiguities.

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 CLO's reinvestment criteria after the end of the
reinvestment period, both of which can 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.

Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.

Long-dated assets: The presence of assets that mature beyond the
CLO's legal maturity date exposes the deal to liquidation risk on
those assets. Moody's assumes that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of the
asset as well as the extent to which the asset's maturity lags that
of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.

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.

SALUS DAC 33: S&P Lowers Rating on Class D Notes to 'BB+'
---------------------------------------------------------
S&P Global Ratings lowered its credit ratings on all classes of
notes in Salus (European Loan Conduit No. 33) DAC.

Rating rationale

S&P said, "The downgrades follow our review of the transaction's
credit and cash flow characteristics. We believe that the increased
vacancy and decline in cash flows from the property, combined with
our view of an increasingly uncertain environment for occupational
demand from office tenants, has weakened the notes' credit
metrics."

Transaction overview

The transaction is backed by one senior loan, which Morgan Stanley
Bank N.A. (Morgan Stanley) originated in November 2018 to
facilitate Brookfield Asset Management Inc.'s refinancing of the
CityPoint property in Central London.

The senior loan securing this transaction totals GBP367.5 million
split into a GBP354.0 million term loan facility and a GBP13.5
million capital expenditures (capex) facility. There is also
GBP91.9 million in mezzanine debt, which is fully subordinated to
the senior loan.

Since closing, the property has experienced an increase in vacancy
(by area) from 3.7% to 19.4% (as of the October 2020 interest
payment date [IPD]). However, this was not completely unexpected.
The sponsor's business plan at closing was to use the capex
facility to refurbish floors 6, 7, and 8, which had short remaining
leases and were at below market rents. As a result, the property
vacancy increased to 18.0% at the January 2020 IPD following the
departure of the three tenants on these floors in December 2019. An
additional 22,800 square feet of space also became vacant in May
2020 when the largest tenant in the building, Simmons & Simmons
LLP, gave up a portion of its space in exchange for a 10-year
extension on its lease with a break after five years.

The refurbishment of floors 6-8 started in January 2020 with works
continuing during the lockdown. Completion was scheduled for
November 2020 but has been delayed.

As of the October 2020 IPD, total contractual rent is reported as
GBP29.6 million, down from GBP30.6 million at closing. The total
projected net rental income is GBP26.0 million, down from GBP29.3
million at closing. The weighted-average lease term until break is
6.5 years, up from 5.5 years at closing, primarily due to the
extension of the Simmons & Simmons lease.

The tenant profile is 95% professional firms, with law firms
contributing 58% of the total contractual rent. Retail tenants
represent 5.4% of the total. Total rental arrears are reported to
be GBP1.4 million, most of which is from Regus IWG PLC (GBP1.2
million), a serviced office provider.

As the COVID-19 pandemic enters its 11th month, requiring employees
to work from home if possible, there are increasing signs that
flexible working will likely persists in some form even after the
pandemic is under control, leading to a reduction in office demand.
S&P has factored this into its revised rental levels, vacancy, and
expense assumptions.

Since closing in December 2018, its S&P Global Ratings value has
declined by 10% to GBP453.1 million from GBP504.3 million,
primarily due to a lower rental income and higher vacancy and
nonrecoverable expense assumptions for the property, which S&P
believes will be re-based over the medium to long term. Therefore,
it has reduced the S&P Global Ratings net cash flow (NCF) to
GBP28.9 million from GBP30.8 million.

S&P then applied a 6.0% capitalization (cap) rate against this S&P
Global Ratings NCF (which is an increase from the 5.8% previously
used) and deducted 1.5-year downtime, 15% reletting costs, and 5%
of purchase costs to arrive at its  S&P Global Ratings value.

  Table 1
  
  Loan And Collateral Summary
                                   Review as of    At issuance
                                   January 2021    December 2018

  Data as of                       October 2020    December 2018
  Senior loan balance (mil. GBP)          367.5            367.5
  Senior loan-to-value ratio (%)           57.9             61.3
  Contractual rental income
     per year (mil. GBP)                   29.6             30.6
  Net rental income per year (mil. GBP)    26.0             29.3
  Vacancy rate (%)                         19.4              3.7
  Market value (mil. GBP)                   635              600

  Table 2
  S&P Global Ratings' Key Assumptions
                                   Review as of    At issuance
                                   January 2021    December 2018
  S&P Global Ratings vacancy (%)             10                5
  S&P Global Ratings expenses (%)            10                5
  S&P Global Ratings net
          cash flow (mil. GBP)             28.9             30.8
  S&P Global ratings value (mil. GBP) 453.1            504.3
  S&P Global Ratings cap rate (%)           6.0              5.8
  Haircut-to-market value (%)                29               16
  S&P Global Ratings loan-to-value ratio
  (before recovery rate adjustments; %)    81.1             72.9

Other analytical considerations

S&P said, "We also analyzed the transaction's payment structure and
cash flow mechanics. We assessed whether the cash flow from the
securitized asset would be sufficient, at the applicable rating, to
make timely payments of interest and ultimate repayment of
principal by the legal maturity date of the floating-rate notes,
after considering available credit enhancement and allowing for
transaction expenses and external liquidity support."

As of the October 2020 IPD, the available liquidity facility is
GBP20 million. There have been no drawings.

S&P's analysis also included a full review of the legal and
regulatory risks, operational and administrative risks, and
counterparty risks. S&P's assessment of these risks remains
unchanged since closing and is commensurate with the ratings.

Rating actions

S&P's ratings in this transaction address the timely payment of
interest, payable quarterly, and the payment of principal no later
than the legal final maturity date in January 2029.

The transaction's credit quality has declined due to the
increasingly uncertain outlook for the office sector and the trend
toward flexible working as a result of COVID-19. S&P has factored
this into its analysis when S&P calculated its revised S&P Global
Ratings recovery value.

The S&P Global Ratings loan-to-value ratio has increased to 81.1%
(from 72.9%). S&P has therefore lowered its ratings on the class A,
B, C, and D notes to 'AA (sf)', 'A (sf)', 'BBB (sf)', and 'BB+
(sf)', respectively, from 'AAA (sf)', 'AA- (sf)', 'A- (sf)', and
'BBB (sf)'.

As vaccine rollouts in several countries continue, S&P Global
Ratings believes there remains a high degree of uncertainty about
the evolution of the coronavirus pandemic and its economic effects.
Widespread immunization, which certain countries might achieve by
midyear, will help pave the way for a return to more normal levels
of social and economic activity. S&P said, "We use this assumption
about vaccine timing in assessing the economic and credit
implications associated with the pandemic. As the situation
evolves, we will update our assumptions and estimates
accordingly."

Environmental, social, and governance (ESG) credit factors for this
credit rating change:

-- Health and safety.


SHAMROCK RESIDENTIAL 2021-1: S&P Gives (P)B- Rating on Cl. G Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary ratings to Shamrock
Residential 2021-1 DAC's class A to G-Dfrd Irish RMBS notes. At
closing, the transaction will also issue unrated class RFN, Z1, Z2,
and X notes.

Shamrock Residential 2021-1 is a static RMBS transaction that
securitizes a portfolio of EUR425.4 million loans (excluding EUR4.7
million of loans subject to potential future write-off), which
consist of owner-occupied and buy-to-let primarily reperforming
mortgage loans.

The securitization comprises two purchased portfolios, Monaco and
Nore, which aggregate assets from seven Irish originators. The
loans in the Monaco subpool were originated by Permanent TSB PLC,
Bank of Scotland (Ireland) Ltd., Start Mortgages DAC, and NUA
Mortgages Ltd., and the loans in the Nore subpool were originated
by Ulster Bank Ireland DAC, Danske Bank A/S, and Stepstone
Mortgages Funding DAC.

S&P said, "Our rating on the class A notes addresses the timely
payment of interest and the ultimate payment of principal. Our
ratings on the class B to G-Dfrd notes address the ultimate payment
of interest and principal." The timely payment of interest on the
class A notes is supported by the liquidity reserve fund, which was
fully funded at closing to its required level of 2.0% of the class
A notes' balance. Furthermore, the transaction benefits from
regular transfers of principal funds to the revenue item (yield
enhancement) and the ability to use principal to cover certain
senior items.

Start Mortgages DAC and Pepper Finance Corp. (Ireland) DAC, the
administrators, are responsible for the day-to-day servicing. In
addition, the issuer administration consultant, Hudson Advisors
Ireland DAC, helps devise the mandate for special servicing, which
is being implemented by Start.

There are no rating constraints in the transaction under S&P's
structured finance sovereign risk criteria its counterparty risk
criteria.

At closing, the issuer will use the issuance proceeds to purchase
the beneficial interest in the mortgage loans from the seller. The
issuer grants security over all its assets in favor of the security
trustee. S&P considers the issuer to be bankruptcy remote under our
legal criteria.

S&P said, "Under our operational risk criteria, we have considered
the administrators and issuer administration consultant as
performance key transaction parties. There are no constrains
arising from our operational analysis.

"The documented replacement triggers and collateral posting
framework under the cap agreement support a maximum rating of 'AAA'
under our counterparty risk criteria."

  Ratings Assigned

  Class     Prelim. rating    Class size (%)*
  A         AAA (sf)          71.00
  B-Dfrd    AA (sf)            7.30
  C-Dfrd    A (sf)             6.00
  D-Dfrd    BBB (sf)           4.20
  E-Dfrd    BB (sf)            3.20
  F-Dfrd    B (sf)             1.40
  G-Dfrd    B- (sf)            2.50
  RFN       NR                 2.00
  Z1-Dfrd   NR                 1.20
  Z2-Dfrd   NR                 3.20
  X         NR                  N/A

  NR--Not rated.
  N/A--Not applicable.
  *Note sizes are based on 96.0% of the total secured balance,
which excludes 4.0% overcollateralization.




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

MOBY SPA: S&P Withdraws 'SD' LongTerm Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings had withdrawn its 'SD' (selective default)
long-term issuer credit rating on Italy-based ferry operator Moby
SpA at the company's request. S&P has also withdrawn the 'D'
(default) issue ratings on Moby's senior secured debt.

S&P's rating engagement with Moby has terminated.


MONTE DEI PASCHI: DBRS Assigns B Rating to Sr. Non-Preferred Debt
-----------------------------------------------------------------
DBRS Ratings GmbH has assigned a rating of "B", with a Stable
Trend, to Banca Monte dei Paschi di Siena SpA (BMPS or the Bank)'s
Senior Non-Preferred Debt. DBRS Morningstar expects that any future
issuance by BMPS of Senior Non-Preferred Debt, under the Bank's EUR
50 billion Euro Medium Term Note Programme would be rated at this
level. The "B" rating is one notch below BMPS's B (high) Long-Term
Issuer Rating and Long-Term Senior Debt rating, in line with the
Framework set out in DBRS Morningstar's "Global Methodology for
Rating Banks and Banking Organizations", dated June 8, 2020.

RATING DRIVERS

Any positive change in the Bank's Intrinsic Assessment (IA) would
have positive implications for the Senior Non-Preferred Debt
rating. An upgrade of BMPS's IA would require the Bank to resolve
the pending litigation issues, successfully dispose of NPEs,
restore its capital levels and improve earnings.

Similarly, any negative change in the Bank's IA would have negative
implications for the rating. A downgrade of the Bank's IA would
likely be driven by a significant deterioration in the Bank's
profitability as a result of the global COVID-19 pandemic or other
potential headwinds on capital. A downgrade could also occur should
the Bank experience severe delays in its restructuring plan.

ESG CONSIDERATIONS

DBRS Morningstar views the Business Ethics and the Corporate
Governance ESG subfactors as significant to the ratings of BMPS.
These are included in the Governance category. The Bank has
suffered reputational damage from legacy conduct issues, in
particular litigation risk linked to former capital increases, the
conviction of the former executives of market-rigging and
accounting fraud and the ongoing investigation regarding fraudulent
sale of diamonds by Italian banks. In addition, BMPS is 64% owned
by the Italian State because of a precautionary recapitalization
which is subject to an EU restructuring plan.

Notes: All figures are in EUR unless otherwise noted.




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

PALLADIUM SECURITIES: DBRS Confirms BB(high) on Series 147 Notes
----------------------------------------------------------------
DBRS Ratings GmbH confirmed its BB (high) (sf) rating on the Series
147 Fixed to Floating Rate Instruments due 2024 (the Notes) issued
by Palladium Securities 1 S.A. acting in relation to Compartment
147-2014-22 (the Issuer).

The confirmation follows an annual review of the transaction.

The Issuer is a public limited liability company (societe anonym)
incorporated under the laws of the Grand Duchy of Luxembourg. The
transaction is a credit-linked note of two corporate fixed-rate
bonds (the Collateral). The Collateral comprises EUR 28.3 million
euro-denominated bonds issued by Assicurazioni Generali S.p.A.
(5.125% bonds due 16 September 2024; ISIN: XS0452314536) and GBP
22.15 million British pound-denominated bonds issued by ENEL
Finance International NV (5.625% bonds due 14 August 2024; ISIN:
XS0452188054), which together represent the full issue amount of
the Palladium Series 147 Notes, i.e., EUR 56.6 million. The
noteholders and other transaction counterparties have recourse only
to the assets in Compartment 147-2014-22, in accordance with
Luxembourg law.

The transaction uses an asset swap to transform the payout profile
of the collateral security. The noteholders are effectively exposed
to the risk that either of the two bonds that constitute the
Collateral or the Hedging Counterparty defaults. The transaction
documents contain no downgrade provisions with respect to the
Hedging Counterparty. As such, DBRS Morningstar considers the Notes
to be also exposed to the risk of default of the Hedging
Counterparty. Deutsche Bank AG, London Branch acts as the Hedging
Counterparty.

Under the asset swap:

-- The Hedging Counterparty sold the par amount of EUR 56.6
million of the Collateral (EUR 28.3 million euro-denominated bonds
issued by Assicurazioni Generali S.p.A. and GBP 22.15 million
British pounds-denominated bonds issued by ENEL Finance
International NV) to the Issuer and received a payment on 10
February 2015 (the Trade Date).

-- The Issuer passes the interest payments received from the
Collateral to the Hedging Counterparty as and when they occur.

-- The Hedging Counterparty makes the interest payments as
specified in the asset swap agreement to the Issuer. The Notes pay
interest annually on 10 February, beginning in 2016 and ending in
2024.

-- The Hedging Counterparty pays a fixed rate of 2.3% per annum
for the first two years of the transaction.

The subsequent payments on the Notes are a fixed 0.5% of interest
plus a floating bonus interest subject to a bonus threshold. The
bonus interest is equal to the five-year EUR constant maturity swap
(CMS) less 0.5% as calculated each year, with a maximum rate of
3.75% and a minimum rate of 0.50% per annum. The bonus threshold,
in respect of each interest rate period, is determined by the
EUR-USD exchange rate being below or equal to EUR 1.40. The
fixed-rate and floating bonus interest rate in aggregate are equal
to an interest rate of five-year EUR CMS (subject to a minimum of
1.00% and a maximum of 4.25%).

-- At the scheduled maturity, the Hedging Counterparty will
receive the Collateral from the Issuer and will pay EUR 56.6
million.

The significant counterparties to the Issuer are various
subsidiaries and affiliates of Deutsche Bank AG as listed below.
DBRS Morningstar maintains private ratings on these counterparties,
which are not published.

-- Deutsche Bank AG, London Branch acts as the Hedging
Counterparty, initial purchaser of the Notes, calculation agent,
paying agent, selling agent, and arranger and pays the fees and
expenses of the Issuer.

-- Deutsche Bank Luxembourg S.A., a wholly owned subsidiary of
Deutsche Bank AG, acts as the Custodian, Luxembourg Paying Agent,
and Servicer.

-- Deutsche Trustee Company Limited acts as the Trustee.

DBRS Morningstar maintains internal assessments on the ratings of
the corporate fixed-rate bonds that make up the Collateral to
evaluate the credit risk of the Collateral and monitor its credit
risk on an ongoing basis. As per DBRS Morningstar criteria, an
internal assessment is an opinion regarding its creditworthiness
based primarily upon public ratings. Internal assessments are not
ratings and DBRS Morningstar does not publish them.

In addition to the credit profiles of the Collateral and the
Hedging Counterparty, the rating of the Notes is based on DBRS
Morningstar's review of the following items:

-- The transaction structure.
-- The transaction documents.
-- The legal opinions addressing, but not limited to, true sale of
the Collateral, bankruptcy remoteness of the Issuer, the asset
segregation of the compartment, enforceability of the contracts and
agreements, and no tax to be withheld at the Issuer level.

DBRS Morningstar did not address the following:

-- The pricing of the asset swap; that is, whether there will be
sufficient cash flows from the Collateral to fully compensate the
Hedging Counterparty for its obligations. As the Hedging
Counterparty is contractually obliged to make the payments as
specified under the asset swap agreement, the risk that it defaults
is addressed by the DBRS Morningstar private rating.

-- Cash flow analysis to assess the returns due to the
noteholders, as the returns are reliant on the swap counterparty.

The transaction can terminate early on the occurrence of an event
of default, mandatory cancellation, or cancellation for taxation
and other reasons.

Events of default occur under, but are not limited to, the
following scenarios:

-- Failure to pay any amount due on the Notes beyond the grace
period.

-- The Issuer fails to perform its obligations under the series
instrument.

-- Any competent court ordering the dissolution of the Issuer or
the company for whatever reason that includes, but is not limited
to, bankruptcy, fraudulent conveyance, and merger.

Mandatory cancellation includes:

-- The Collateral becomes repayable other than by the discretion
of the relevant Collateral obligor in accordance with the terms of
the Collateral.

-- The Collateral becomes, for whatever reason, capable of being
declared due and payable prior to its stated maturity.

-- The Collateral defaults.

Similarly, cancellation for taxation, etc., includes:

-- The Issuer becomes required to withhold tax on the next payment
date.

-- Termination of the Hedging Agreement.

Under the series instrument, the amount payable to the noteholders
is determined as the market value of the Collateral minus the early
termination unwind costs.

The early termination unwind costs are determined as the sum of:

(1) The amount of (a) all costs, taxes, fees, expenses (including
loss of funding), etc., incurred by the Hedging Counterparty
(positive amount) or (b) the gain realized by the Hedging
Counterparty (negative amount) as a result of the cancellation of
the asset swap; and

(2) Legal and other costs incurred by the Issuer, trustee,
custodian, and Hedging Counterparty.

It should be noted that the DBRS Morningstar rating assigned to
this security does not address changes in law or changes in the
interpretation of existing laws. Such changes in law or their
interpretation could result in the early termination of the
transaction and the noteholders could be subjected to a loss on the
Notes.

Notes: All figures are in Euros unless otherwise noted.




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

BNPP AM CLO 2017: Fitch Affirms B- Rating on Class F Notes
----------------------------------------------------------
Fitch Ratings has affirmed BNPP AM Euro CLO 2017 DAC and BNPP AM
Euro CLO 2018 DAC. The Outlooks on BNPP AM Euro CLO 2017's class D
and F notes and on BNPP AM Euro CLO 2018's class C and D notes have
been revised to Stable from Negative. A full list of rating actions
is below.

      DEBT                 RATING             PRIOR
      ----                 ------             -----
BNPP AM Euro CLO 2017 DAC

A-R XS2060921223     LT  AAAsf  Affirmed      AAAsf
B XS1646366663       LT  AAsf   Affirmed      AAsf
C XS1646367711       LT  Asf    Affirmed      Asf
D XS1646368016       LT  BBBsf  Affirmed      BBBsf
E XS1646368289       LT  BBsf   Affirmed      BBsf
F XS1646368362       LT  B-sf   Affirmed      B-sf

BNPP AM Euro CLO 2018 DAC

A XS1857677287       LT  AAAsf  Affirmed      AAAsf
B XS1857677790       LT  AAsf   Affirmed      AAsf
C XS1857678681       LT  Asf    Affirmed      Asf
D XS1857678848       LT  BBB-sf Affirmed      BBB-sf
E XS1857679499       LT  BB-sf  Affirmed      BB-sf
F XS1857679655       LT  B-sf   Affirmed      B-sf

TRANSACTION SUMMARY

The transactions are cash flow CLOs, mostly comprising senior
secured obligations. They are both within their reinvestment period
and are actively managed by BNP Paribas Asset Management France.

KEY RATING DRIVERS

Asset Performance Stable

Both transactions are still in their reinvestment periods and the
portfolios are actively managed by the collateral manager. Asset
performance has been stable in both CLOs since their last review in
October 2020. The transactions are below par by 0.4% and above par
by 0.1% for BNPP AM 2017 and 2018, respectively, as of the latest
investor report available. All coverage tests are passing in both
CLOs. Exposure to assets with a Fitch-derived rating of 'CCC+' and
below is below the 7.5% limit, at 6.1% for BNPP AM 2017 and 5.4%
(or 6.7% including the unrated names, which Fitch treats as 'CCC'
per its methodology, while the manager can classify as 'B-' for up
to 10% of the portfolio) for BNPP AM 2018. There is no exposure to
defaulted assets in either CLO.

Outlooks Based on Coronavirus Stress

The revision of the Outlooks on BNPP AM 2017's class D and F notes
for and on BNPP AM 2018's class C and D notes to Stable from
Negative reflects that their current rating is passing or
marginally failing the sensitivity analysis Fitch ran in light of
the coronavirus pandemic. For the sensitivity analysis Fitch
notched down the ratings for all assets with corporate issuers with
a Negative Outlook (33.7% of the portfolio of BNPP AM 2017 and
33.4% of the portfolio of BNPP AM 2018) regardless of sector and
ran the cash flow analysis based on the stable interest rate
scenario.

All tranches except for BNPP AM 2017's class E notes for and BNPP
AM 2018's class E and F notes show resilience under the coronavirus
baseline sensitivity analysis with a cushion or a marginal
shortfall, which is reflected in the Stable Outlooks. The ratings
on BNPP AM 2017's class E notes and of BNPP AM 2018's class E and F
notes are not passing with a substantial shortfall under this
scenario, which is reflected in their Negative Outlooks.

For more details on Fitch’s pandemic-related stresses see "CLO
Sensitivity Remains Focused on Portfolio Rating Migration over
Time."

'B'/'B-' Portfolio

Fitch assesses the average credit quality of the obligors to be in
the 'B'/'B-' category in both portfolios. The Fitch weighted
average rating factor (WARF) calculated by Fitch for the current
portfolios is 35.17 for BNPP AM 2017 and35.43 for BNPP AM 2018, and
by the trustee is 35.10 for BNPP AM 2017 and34.93 for BNPP AM 2018,
above the maximum covenant of 35.5 in both CLOs. The Fitch WARF
would increase to 39.00 for BNPP AM 2017 after applying the
coronavirus stress and to 39.07 for BNPP AM 2018.

High Recovery Expectations

Of the portfolios, at least 99.7% comprises 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
current portfolio is reported by the trustee as at 64.7% for BNPP
AM 2017 and 64.5% for BNPP AM 2018 of 30 November 2020.

Portfolio Well Diversified

Both portfolios are well diversified across obligors, countries and
industries. The top 10 obligor concentration is no more than 14.0%
in both CLOs, and no obligor represents more than 1.9% of the
portfolio balance in either CLOs.

RATING SENSITIVITIES

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

-- At closing, Fitch used a standardised stress portfolio
    (Fitch's Stressed Portfolio) that was customised to the
    portfolio limits as specified in the transaction documents.

-- Even if the actual portfolio shows lower defaults and smaller
    losses (at all rating levels) than Fitch's Stressed Portfolio
    assumed at closing, an upgrade of the notes during the
    reinvestment period is unlikely as the portfolio credit
    quality may still deteriorate, not only through natural credit
    migration, but also through reinvestments.

-- Upgrades may occur after the end of the reinvestment period on
    better-than-expected portfolio credit quality and deal
    performance, leading to higher credit enhancement and excess
    spread available to cover for losses in the remaining
    portfolio.

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

-- Downgrades may occur if the build-up of credit enhancement
    following amortisation does not compensate for a larger loss
    expectation than initially assumed due to unexpectedly high
    levels of default and portfolio deterioration.

-- As the disruptions to supply and demand due to the pandemic
    become apparent, loan ratings in those sectors will also come
    under pressure. Fitch will update the sensitivity scenarios in
    line with the view of its Leveraged Finance team.

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The downside sensitivity
incorporates the following stresses: applying a notch downgrade to
all Fitch-derived ratings in the 'B' rating category and applying a
0.85 recovery rate multiplier to all other assets in the portfolio.
For typical European CLOs this scenario results in a category
rating change for all ratings.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

BNPP AM Euro CLO 2017 DAC, BNPP AM Euro CLO 2018 DAC

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

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

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

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.


PRIME FOCUS: Fitch Withdraws Ratings for Commercial Purposes
------------------------------------------------------------
Fitch Ratings has affirmed Prime Focus World N.V.'s (DNEG)
Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable Outlook
and has subsequently withdrawn the rating. Fitch has also withdrawn
DNEG plc's expected senior secured rating of 'BB-(EXP)'/'RR3'/57%.

DNEG's planned USD375 million senior secured notes were not issued
and therefore the ratings have been withdrawn for commercial
purposes.

KEY RATING DRIVERS

There has been no material change in DNEG's credit profile since
the previous rating action on 29 September 2020.

The affirmation reflects DNEG's small scale, limited
diversification among clients and key projects, as well the
inherent delay and cancellation risk of its content production
segment, which limits revenue visibility. The ratings also take
into account DNEG's leading position as a tier-one visual-effect
service provider globally, whose work spreading across the
blockbuster and award-winning movies. State-of-the-art production
technology supports its competitive advantages in complex
visual-effect productions. Its global production model and an
efficient cost structure contribute to higher margins than peers'.

Funds from operations (FFO) gross leverage for the financial year
ending March 2020 (FYE20) was 3.8x. Deleveraging capacity is
supported by its strong operating margin and expected positive free
cash flow (FCF) generation over the next three years.

DNEG's business is less affected by COVID-19 than movie production
companies, given that its revenue and payment settlements are not
dependent on movie cinema releases or box office results, but on
work completed. Its infrastructure-based global production model
allows most employees to continue working remotely during lockdown.
However, filming activities were interrupted during lockdown, which
DNEG relies on to complete its post-production visual-effects work.
This may postpone certain revenue into the following year. It also
faces uncertainties around the pace of new movie-project launches
and possible pressure on production budgets, as studios recover
from the crisis.

DERIVATION SUMMARY

DNEG is a global tier-one independent visual-effect service
provider to major Hollywood studios and OTT operators. Its primary
competitors are Industrial Light & Magic (owned by Disney), MPC
(owned by Technicolor) and Weta Digital. In the broader scope of
Fitch-rated diversified media peers, Fitch considers the TV content
producer Banijay Group SAS (B/Negative) as the most comparable
peer. DNEG has a smaller scale and less diversified client and
project base than Banijay, which makes the company slightly weaker
than Banijay's operating profile. However, this is counterbalanced
by DNEG's strong growth prospects, higher Fitch-defined EBITDA
margin and less leveraged credit profile.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

-- Fitch conservatively assume revenue to decline about 12% in
    FY21 followed by a 15% growth in FY22. High single-digit
    revenue growth in FY23-FY24;

-- Fitch-defined EBITDA margin (pre-IFRS 16) to improve to about
    24% in FY21 due to staff cost reduction before stabilising at
    about 23% over the next three years;

-- Stabilising working capital at 4%-5% of total revenue over the
    next four years;

-- Stable capex at 6% of revenue in FY21-FY24; and

-- No dividend assumed in FY22-FY24.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given the rating
withdrawal.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: DNEG's business is cash-flow generating and
the company has USD8 million cash at hand as of end-August 2020.
The liquidity position is also supported by its existing revolving
credit facility, of which about USD41 million is undrawn.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.

Following the withdrawal of ratings for DNEG, Fitch will no longer
be providing the associated ESG Relevance Scores.




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

CAIXA PENEDES 1: Moody's Upgrades Class C Notes From B1
-------------------------------------------------------
Moody's Investors Service has upgraded the rating of Class C Notes
in CAIXA PENEDES PYMES 1 TDA, FTA. This rating action reflects the
correction of an error in the cash flow modelling together with the
increased level of credit enhancement for the affected Notes and
better than expected pool performance. Moody's also affirmed the
rating of the Notes that had sufficient credit enhancement to
maintain their respective current rating.

EUR44.6 million Class B (Current outstanding amount EUR 11.6M)
Notes, Affirmed Aa1 (sf); previously on May 28, 2018 Affirmed Aa1
(sf)

EUR19.4 million Class C Notes, Upgraded to Baa1 (sf); previously
on May 28, 2018 Confirmed at B1 (sf)

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by the correction of an error, an
increase in credit enhancement for the affected tranches, and the
better-than-expected performance of the collateral pool.

Correction of an error in the cash flow modelling

The rating action reflects, in part, the correction of an error by
Moody's in the specification of the consequences of the breach of
Interest Deferral Triggers in the cash flow modelling. In prior
rating actions, Moody's had not reflected in the waterfall the
ranking of interest due on Class C notes after a trigger breach,
and instead considered that no interest was paid on Class C, which
constrained the rating. As per the priority of payments, following
a trigger breach, interest on Class C is moved to a more junior
position but before the replenishment of the reserve fund, and can
also be paid by any excess spread available. The correction of the
error has a positive impact on the rating of Class C as it reduces
significantly the likelihood of an interest shortfall, even in the
case of a trigger breach.

Increase in Available Credit Enhancement

Sequential amortization and non-amortizing reserve fund (already at
the floor level) led to an increase of the credit enhancement
available in this transaction. For instance, the credit enhancement
for the tranche C has increased to 22.42% from 20.66% since the
last rating action.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The performance of the transaction has continued to be stable since
last rating action in terms of delinquencies and defaults. Total
delinquencies have decreased in the past year, with 90 days plus
arrears currently standing at 0.29% of current pool balance.
Cumulative defaults currently stand at 6.83% of original pool
balance slightly up from 6.81% a year earlier.

The current default probability is 17.50% of the current portfolio
balance and the assumption for the fixed recovery rate is 60%.
Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has decreased the CoV to 55.59% from
58.40%, which, combined with the revised key collateral
assumptions, corresponds to a portfolio credit enhancement of 21%
versus 27% prior assumption.

The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
corporate assets from the current weak global economic activity and
a gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around our forecasts is unusually high.

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety

Principal methodology:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating SME Balance Sheet Securitizations" published in
May 2020.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: performance of the underlying collateral that is
better than Moody's expected; an increase in available credit
enhancement; improvements in the credit quality of the transaction
counterparties; and a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: an increase in sovereign risk; performance of the
underlying collateral that is worse than Moody's expected;
deterioration in the notes' available credit enhancement; and
deterioration in the credit quality of the transaction
counterparties.




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

AA BOND: S&P Assigns Prelim. 'B+' Rating on Class B3-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+ (sf)' credit rating
to AA Bond Co. Ltd.'s new fixed-rate class B3-Dfrd notes. S&P's
preliminary rating on these junior notes only addresses the
ultimate payment of interest and ultimate payment of principal by
the legal final maturity date.

AA Bond Co.'s financing structure blends a corporate securitization
of the operating business of the Automobile Association (AA) group
in the U.K. with a subordinated high-yield issuance. Debt repayment
is supported by the operating cash flows generated by the borrowing
group's three main lines of business: roadside assistance,
insurance brokering, and driving services.

On the issue date, the issuer will issue the class B3-Dfrd notes
that will be contractually subordinated to the outstanding class A
notes. Notably, the interest on the class B3-Dfrd notes is
deferrable and fully subordinated to any payments due on the class
A notes, similar to class B2 notes. S&P said, "Our preliminary
ratings on these junior notes only address ultimate payment of
interest and principal. However, the financial default covenant --
where the class B free cash flow debt service coverage ratio (FCF
DSCR) cannot be less than 100% -- will no longer apply once the
class B2 notes are redeemed. In our view, this would significantly
weaken the borrower security trustee's right to enforce the
security package on behalf of the class B3-Dfrd noteholders
compared to the class B2 notes. In addition, should our base-case
projected funds from operations (FFO) cash interest coverage ratio
falls below 2.0:1 it would put pressure on our ratings assigned to
the class B2 and B3-Dfrd notes."

The lack of class B FCF DSCR covenant will prevent the class
B3-Dfrd noteholders from enforcing security and exercising recourse
against the borrower after the class A notes have been fully
repaid, which may either result in a lower rating or prevent S&P
from continuing to rate the class B3-Dfrd notes under its corporate
securitization criteria.

The Acquisition

On Nov. 25, 2020, the board of directors of Basing Bidco Ltd.
(Bidco), a newly formed joint venture company indirectly owned in
equal shares by a consortium comprising funds advised by TowerBrook
and private equity funds managed by Warburg Pincus agreed terms of
a cash acquisition with the board of directors of the AA.

On Jan. 14, 2021, implementation of the acquisition will be by way
of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 was approved. Subject to receipt of the relevant
competition clearances and regulatory approvals, a hearing to seek
the High Court of Justice in England and Wales's sanction of the
scheme is expected to be held, and the acquisition is expected to
complete, during the first quarter of 2021.

Pre-acquisition activities

Escrow of proceeds; special mandatory redemption  The gross
proceeds of the issue of the class B3-Dfrd notes' will be deposited
in a segregated escrow account. The funds held in the escrow
account will not be released until the following conditions (the
escrow release conditions) have been met: the acquisition has
become effective and the shares of AA PLC have been delisted; a
GBP261 million equity contribution from Bidco for the redemption of
the class B2 notes has been received; and a notice of redemption of
the class B2 notes has become irrevocable.

If the escrow release conditions are not met or before the longstop
date, the acquisition lapsing or being withdrawn, or certain class
B events of default arises on or before the longstop date (July 28,
2021), the issuer will redeem all of the class B3-Dfrd notes at the
special mandatory redemption price. The special mandatory
redemption price equals the aggregate issue price of the class
B3-Dfrd notes plus accrued and unpaid interest. The escrow account
will not include cash to fund any accrued and unpaid interest owing
to holders of the class B3 notes that is included in the special
mandatory redemption price, which will be due and payable by the
borrower itself.

At this time, the acquisition has not completed. Furthermore, it is
most likely that completion will not have happened by the time S&P
assigns its final ratings.

Post-acquisition activities

Post-acquisition, S&P understands that Bidco intends that the
borrower will prepay the class B2 loan and redeem the class B2
notes. The prepayment of the class B2 loan will be done through a
combination of an equity contribution from Bidco and the gross
proceeds of the issuance of the class B3-Dfrd notes held in the
escrow account, which the issuer will advance to the borrower
through a class B3 loan, which will be applied to prepay the class
B2 loan. The issuer will apply the funds from the loan repayment of
the class B2 loan to, along with the GBP29 million aggregate
principal amount of the class B2 notes currently held by the AA,
redeem in full the then outstanding aggregate principal amount of
the class B2 notes.

In addition, on or around the completion of the acquisition, the
existing senior term facility (2018 STF), the existing working
capital facility, and the existing liquidity facility are intended
to be refinanced.

Following the completion of the acquisition, and subject to the
limitations arising from the removal of the class B FCF DSCR
covenant, the class B3-Dfrd notes will have access to the same
security package as the existing class B2 notes. Notably, the class
B3-Dfrd notes will continue to benefit from a share pledge over the
shares of AA Midco Ltd. (Topco, the topmost entity in the
securitization group outside of the corporate securitization) that
may be enforced upon a failure to refinance on their expected
maturity dates (EMDs).

Rationale

S&P said, "Our rating on the class B3-Dfrd notes only addresses the
ultimate repayment of principal and interest on or before its legal
final maturity date in July 2050. Before the completion of the
acquisition, the preliminary amount that we consider to be a
rateable promise (therefore should be both credit-based and
measurable) reflects the principal portion of the special
redemption amount that the noteholders would receive should a
special mandatory redemption occur. Following the completion of the
acquisition, we would consider the rateable promise reflects the
outstanding principal amount of the class B3-Dfrd notes.

The class B3-Dfrd notes are structured as soft-bullet notes due in
July 2050, but with interest and principal due and payable to the
extent received under the B3 loan. Under the terms and conditions
of the class B3 loan, if the loan is not repaid on its final
maturity date (January 2026), interest and principal will no longer
be due and will be deferred. The deferred interest, and the
interest accrued thereafter, becomes due and payable on the final
maturity date of the class B3-Dfrd notes in 2050. S&P said, "As a
general principle, where a class of notes has an EMD followed by
cash sweep (soft bullet) and its underlying loan has a final
maturity dates that coincides with the note's EMD, our analysis
assumes that the loan is not refinanced on its final maturity date.
In addition, following the class A5 notes' EMD (January 2022), we
understand that the obligors will be permitted to make payments
under the class B2 issuer-borrower facility agreement (IBLA).
Therefore, we assume that the class B2 notes receive interest after
the class A5 EMD until the class B2 notes' EMD (July 2022).
However, we understand that the obligors will not be permitted to
make payments under the class B3 issuer-borrower facility
agreement. Therefore, we assume that the class B3 notes do not
receive interest after the class A5 EMD, while we assume that the
class B2 notes receive interest after the class A5 EMD until the
class B2 notes' EMD (July 2022), receiving no further payments
until the class A are fully repaid."

Moreover, under the terms of the class B IBLA, further issuances of
class A notes, for the purpose of refinancing, are permitted
without consideration given to any potential impact on the then
current ratings on the outstanding class B notes. S&P said, "Both
the extension risk, which we view as highly sensitive to the
borrowing group's future performance given its deferability, and
the ability to refinance the senior debt without consideration
given to the class B notes, may adversely affect the issuer's
ability to repay the class B notes." As a result, the uplift above
the borrowing group's creditworthiness reflected in our ratings on
the class B notes is limited.

The transaction will likely qualify for the appointment of an
administrative receiver under the U.K. insolvency regime. When the
events of default allow security to be enforced ahead of the
company's insolvency, an obligor event of default would allow the
then senior-most noteholders to gain substantial control over the
charged assets prior to an administrator's appointment, without
necessarily accelerating the secured debt. However, under certain
circumstances, particularly when the class A notes have been
repaid, removal of the class B FCF DSCR financial covenant would,
in our opinion, prevent the borrower security trustee, on behalf of
the class B3-Dfrd noteholders, from gaining control over the
borrowers' assets as their operating performance deteriorates and
would no longer trigger a borrower event of default under the class
B3 loan, ahead of the operating company's insolvency or
restructuring. S&P said, "This may lead us to conclude that we are
unable to rate through an insolvency of the obligors, which is an
eligibility condition under our criteria for corporate
securitizations. Our criteria state that noteholders should be able
to enforce their interest on the assets of the business ahead of
the insolvency and/or restructuring of the operating company. If at
any point the class B3-Dfrd noteholders lose their ability to
enforce by proxy the security package we may revise our analysis,
including forming the view that the class B3-Dfrd notes' security
package is akin to covenant-light corporate debt rather than
secured structured debt."

The rating S&P assigns on the issue date will depend upon receipt
and satisfactory review of all final transaction documentation,
including legal opinions, and conditions precedent being met.


ARCADIA GROUP: Next Among Potential Buyers of Business
------------------------------------------------------
Darren Slade at Hampshire Chronicle reports that Next is among a
host of retail giants aiming to take control of the Arcadia fashion
group.

Sir Philip Green's retail empire, which employs around 13,000
people and 444 UK stores, went into administration at the start of
December, Hampshire Chronicle recounts.

Arcadia's stores include Burton and Dorothy Perkins in Eastleigh,
Topman and Topshop in Fareham and Wallis in Romsey, Hampshire
Chronicle discloses.

A buyer was found in December for its plus-size Evans brand, but
not for its shops, Hampshire Chronicle notes.

It is understood that final bids for Arcadia were due on Monday,
Jan. 18, although there could be some flexibility, Hampshire
Chronicle states.

Administrators at Deloitte were expected to receive bids worth more
than GBP200 million in the process, which could be completed by the
end of the month, Hampshire Chronicle relays, citing the Sunday
Times.

Next, Hampshire Chronicle says, has been touted as one of the most
likely victors in the process, with the listed retailer bidding for
the group in partnership with US hedge fund Davidson Kempner.

Next faces competition from high street rival JD Sports, which has
held talks over a joint bid with US retail giant Authentic Brands,
Hampshire Chronicle notes.

It is understood that the Next offer would work with existing
management and seek to keep many Arcadia stores open if they are
able to agree deals with landlords, according to Hampshire
Chronicle.


ARCADIA GROUP: Set to Close 31 Shops Following Administration
-------------------------------------------------------------
BBC News reports that Arcadia, the group behind Topshop, Burton and
Dorothy Perkins, is set to close another 31 shops after it fell
into administration in November.

According to BBC, the stores, including 21 Outfit shops, will not
reopen once lockdown is lifted, resulting in 700 job cuts.

Deloitte, appointed to run Sir Philip Green's Arcadia group, are
seeking buyers for some or all of the group, BBC, BBC discloses.

Arcadia had about 444 UK stores when it went into administration,
putting about 13,000 jobs at risk, BBC notes.

The retail giant, which also owns Miss Selfridge and Wallis, saw
sales slump during the coronavirus crisis amid temporary store
closures, BBC relays.

Despite that, experts expect the group to be broken up, with
bidders taking on different parts of the business, and brands
potentially hived off from their stores, BBC states.

The Outfit chain is made up largely of out-of-town shops selling a
mix of products from the group's other brands under one roof, so
may not have drawn interest from bidders, according to BBC.


LONDON CAPITAL: Judicial Review Begins on Behalf of Bondholders
---------------------------------------------------------------
Pedro Goncalves at Investment Week reports that investors who lost
more than GBP200 million in the London Capital & Finance (LCF)
savings scandal have begun a legal battle after being refused a
payout by the Financial Services Compensation Scheme.

The judicial review case on behalf of LCF bondholders began at the
High Court on Jan. 19, Investment Week relays, citing a report from
Yahoo! Finance.  

Lawyers acting for four of LCF's 11,600 customers are challenging a
decision made last year by the FSCS to award compensation to only a
fifth of customers after it ruled last that LCF had offered
mini-bonds on a non-advised basis, Investment Week discloses.

The FSCS determined while LCF itself was regulated by the Financial
Conduct Authority, its mini bonds were not, Investment Week notes.

As a result, the financial compensation scheme decided that only a
limited number of customers, who had received financial advice from
LCF or had switched out of stocks and shares ISAs into the bonds --
both of which were regulated activities -- were covered, Investment
Week states.

LCF fell into administration in January 2019, after collecting
GBP237 million from 11,600 investors, Investment Week recounts.
Most LCF investors believed they were buying fixed rate ISAs that
were protected by the FSCS, a government scheme meant to safeguard
money held at banks and through some regulated investment products,
Investment Week discloses.

Law firm Shearman & Sterling are advising four claimants on a pro
bono basis, led by Thomas Donegan and Jonathan Swil, with support
from barristers at Brick Court chambers, who are also acting on a
pro bono basis, Investment Week states.


MOTOR FINANCE: Enters Administration, Halts Trading
---------------------------------------------------
Car Dealer Magazine reports that used car dealership Motor Finance
Store is reported to have gone into administration.

A source told Car Dealer Magazine on Jan. 18 that the
Manchester-based business stopped trading on Jan. 14 and that
financiers have removed vehicles.

Creditors on Jan. 20 received letters from the managing director of
the business saying the company "has entered administration", Car
Dealer Magazine relates.


ONEWEB: Softbank Group, Hughes Network Invest in Business
---------------------------------------------------------
Chavi Mehta at Reuters reports that Britain's OneWeb said on Jan.
15 that SoftBank Group Corp and Hughes Network Systems LLC had
invested in the satellite communications company, bringing its
total funding to US$1.4 billion.

According to Reuters, the funding would allow OneWeb to cover the
costs for its network of 648 satellites, expected to be ready by
the end of 2022.

SoftBank Group, a former investor in OneWeb, had pulled the plug on
funding earlier, forcing OneWeb to file for bankruptcy protection
in March, Reuters discloses.

The company emerged from Chapter 11 bankruptcy protection in
November as a consortium comprising the UK government and India's
Bharti Enterprises invested US$1 billion in the company and took
its ownership, Reuters relates.


PEMBROKESHIRE MORTGAGE: Placed in Default, Faces 35 Claims
----------------------------------------------------------
Amy Austin at FT Adviser reports that Pembrokeshire Mortgage
Centre, one of the advice firms which gave up its transfer
permissions in the wake of the British Steel pension scandal, has
failed with 35 claims against it.

The firm, which traded as County Financial Consultants, was placed
in default on Jan. 14, paving the way for the Financial Services
Compensation Scheme (FSCS) to pay out on any eligible claims
against it, FT Adviser relates.

According to FT Adviser, the lifeboat scheme said it has so far
received 35 claims against the firm.

It is now yet known how much the FSCS is expecting to pay out on
these claims, FT Adviser notes.

A declaration of default happens when the FSCS is satisfied the
firm cannot meet any eligible claims made against it.

Meanwhile, the Financial Ombudsman Service told FTAdviser it would
be transferring around 20 complaints to the FSCS, once it receives
the consumers' permission to do so.

Pembrokeshire Mortgage Centre went into liquidation in September
2020, FT Adviser recounts.  In 2017 the firm had voluntarily pulled
out of the pension transfer market and in April 2018 it left the
pension market entirely, FT Adviser relays.

But it continued to advise on investments, except pension transfers
and pension opt outs, FT Adviser notes.


TECHNIPFMC PLC: Moody's Rates New $850MM Guaranteed Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to TechnipFMC plc's
proposed $850 million guaranteed senior unsecured notes due 2026.
TechnipFMC's other ratings remain unchanged and on review for
downgrade.

TechnipFMC's ratings were downgraded and placed on review for
downgrade on January 7, 2021, following the company's announcement
that it is working towards a spin-off of its Technip Energies
segment into a standalone public company (SpinCo). The spin-off is
expected to be completed in the first quarter of 2021, subject to
customary conditions and regulatory approvals. The new notes will
be redeemed at 100% of the aggregate principal amount of the notes
if the spin-off is not consummated by July 31, 2021.

"The proposed notes will support TechnipFMC's liquidity as the
company faces upcoming debt maturities," said Amol Joshi, Moody's
Vice President and Senior Credit Officer.

Assignments:

Issuer: TechnipFMC plc

Gtd Senior Unsecured Regular Bond/Debenture, Assigned Ba1

RATINGS RATIONALE

TechnipFMC's proposed notes are rated Ba1, while the company's
other ratings remain unchanged and on review for downgrade. The
company's proposed notes will benefit from subsidiary guarantees,
providing a structurally superior claim to TechnipFMC's assets
compared to the existing unsecured notes that do not benefit from
such guarantees. However, TechnipFMC's new secured revolving credit
facility will have first priority claim to certain assets of the
company and its subsidiaries.

TechnipFMC's Baa3 issuer rating reflects the company's geographic
and business diversification, leading market position in the subsea
segment and a track record of relatively conservative financial
policies. TechnipFMC, primarily through its Technip Energies
segment, is also one of the leading providers of engineering and
construction services for the energy industry. Project backlog
provides revenue visibility and is supported by TechnipFMC's strong
competitive position and its integrated project execution
capabilities. The company can engage with customers earlier in the
development process with integrated front-end engineering design
studies, and to more cost effectively and efficiently execute
projects, likely improving overall project economics by reducing
costs for customers through standardization and technological
innovation, especially deepwater. However, the company has
significant exposure to weak offshore drilling and development
activities through its subsea business, that will continue to pose
downside risks to credit metrics. While TechnipFMC's cash balance
should provide some flexibility, the company has multiple debt
tranches and faces near term debt maturities, including its EUR 450
million January 2021 debt maturity.

The Technip Energies segment generated roughly half of TechnipFMC's
revenues in the first nine months of 2020. While revenue and
earnings can be lumpy in the Technip Energies segment because of
its project based work, this segment requires very little capital
(consumed about 5% of TechnipFMC's total capital spending in 2019)
and generally receives significant advance payments and progress
payments from customers that leads to large cash balances. Moody's
estimates that the remaining business after the spin-off (RemainCo)
will be left with significantly less assets, as well as a smaller
revenue backlog since the Technip Energies segment had around 60%
of total revenue backlog as of September 30, 2020.

The separation, however, will create two distinct and highly
specialized businesses with strong market positions. Each entity
will be able to focus on its core competencies with dedicated
personnel and resources that should facilitate more efficient
capital allocation, potentially higher profitability and greater
operational flexibility over the long-term.

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

The review for downgrade will focus on RemainCo's ability to
meaningfully improve its credit profile, address its upcoming
maturities, and utilize cash to reduce debt with a continuing focus
on further debt reduction as well as its ability to generate
positive free cash flow in a stressed oil price environment. The
extent to which the spin-off further weakens TechnipFMC's credit
quality will depend on the resultant financial leverage at
RemainCo, the allocation of specific assets and liabilities
including cash, and the company's future financial policy,
governance structure and strategy following the separation.

While RemainCo should improve its gross debt to EBITDA (including
Moody's adjustments) over time, should the spin-off transaction
close on the conditions and structure we currently expect, and our
forward view of its business and financial risk remains unchanged
from today, the company's issuer-level ratings will likely be
downgraded by one notch from Baa3. RemainCo's other ratings,
including the new notes' rating, could also be further downgraded
depending on the new debt structure. Although unlikely, if the
separation transaction does not close, TechnipFMC's ratings should
remain at Baa3. There is also inherent uncertainty and execution
risk involved in a transaction of this size and complexity with
global operations.

The principal methodology used in this rating was Global Oilfield
Services Industry Rating Methodology published in May 2017.

TechnipFMC manufactures, markets, and services equipment used in
the production of oil and natural gas, and provides project
management, engineering and construction services for the energy
industry across three segments: Subsea, Technip Energies, and
Surface Technologies. FMC Technologies, Inc. and Technip SA merged
in January 2017 to form TechnipFMC plc and the combined company is
headquartered in London, United Kingdom.


TECHNIPFMC PLC: S&P Gives (P)BB+ Rating on New $850MM Unsec. Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' preliminary issue-level
rating to U.K.-based TechnipFMC PLC's proposed $850 million senior
unsecured notes issuance. It is our understanding that the notes
will be guaranteed by substantially all of TechnipFMC's U.S.
operating subsidiaries, and substantially all of its operating
subsidiaries in Brazil, the Netherlands, Norway, Singapore and the
U.K. The preliminary '3' recovery rating indicated its expectation
for meaningful (50%;70%; rounded estimate: 65%) recovery to
creditors in the event of a payment default.

The company will use proceeds from the offering to repay existing
debt, including commercial paper, in conjunction with the spin-off
of its engineering and construction business, Technip Energies, to
shareholders. If the spin-off is not consummated on or prior to
July 31, 2021, the company must redeem the notes at 100% of the
principal amount plus accrued interest.

S&P said, "We base our preliminary issue-level and recovery ratings
on our expected issuer credit rating on TechnipFMC, which we intend
to lower to 'BB+' from 'BBB+' upon closing of the spin-off of
Technip Energies. The transaction remains subject to general market
conditions, regulatory approvals, and final board approval, and we
anticipate it will close by the end of the first quarter.

"Pro forma for the spin-off and new debt issuance, we expect
TechnipFMC's capital structure to consist of a $1 billion secured
credit facility, $850 million of unsecured guaranteed notes due
2026, and about $1.3 billion of unsecured (non-guaranteed) notes
maturing between 2022 and 2033."

Issue Ratings--Recovery Analysis

S&P's recovery analysis assumes the spin-off of Technip Energies is
completed as proposed.

Key analytical factors

S&P's simulated default scenario contemplates a sustained period of
weak commodity prices and a significant decrease in demand for
offshore equipment and services, leading to a payment default in
2025.

-- As its revenues fall and its operating margins become
increasingly compressed, TechnipFMC would have to fund its
operating losses and debt service with available cash and--to the
extent available--borrowings from its revolving credit facility.

-- Eventually, the company's liquidity and capital resources would
become strained to the point that it would be unable to continue
operating absent a bankruptcy filing or out-of-court debt
restructuring.

-- S&P assumes TechnipFMC's $1 billion revolving credit facility
will be 85% utilized, with total outstanding borrowings as of the
time of our hypothetical default of about $881 million.

-- S&P assumes that all non-amortizing debt instruments maturing
before its hypothetical default year of 2025 will be refinanced or
extended on similar terms. S&P assumes the company's 2021 and 2022
maturities, totaling just over $1 billion, are repaid as part of
the spin-off transaction.

-- S&P values TechnipFMC on a going-concern basis given its strong
market position.

Simulated default assumptions

-- Simulated year of default: 2025
-- EBITDA at emergence: $375 million
-- EBITDA multiple: 5.5x
-- Estimated gross enterprise value (EV) at emergence: $2.06
billion

Simplified waterfall

-- Net EV after 5% administrative costs: $1.95 billion
-- First-lien claims: $881 million
-- Amount available for unsecured claims: $1.07 billion
-- Unsecured guaranteed claims: $890 million
    --Recovery expectations: 50%-70%; rounded estimate: 65%
capped*
-- Unsecured non-guaranteed claims: $1.3 billion
    --Recovery expectations: 10%-30%; rounded estimate: 10%

Note: All debt amounts include six months of prepetition interest.

*--Although the recovery percentage on the guaranteed notes exceeds
100%, S&P caps recovery ratings on unsecured debt at '3' (65%) for
entities in the 'BB' category because it assumes the company will
add additional debt prior to the hypothetical default.



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

Troubled Company Reporter-Europe is a daily newsletter co-
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