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

                          E U R O P E

          Friday, January 29, 2021, Vol. 22, No. 16

                           Headlines



A R M E N I A

ARMENIA: Moody's Gives Ba3 Rating on New USD Sr. Unsecured Notes


F R A N C E

CAB: Moody's Gives B2 Rating on New Secured Notes, Outlook Neg.
CAB: S&P Assigns 'B-' Rating on New EUR750MM Senior Secured Notes
EVEREST BIDCO: Moody's Completes Review, Retains B3 Rating
RALLYE: Launches Global Tender Offer for Unsecured Debt
THOM EUROPE: S&P Alters Outlook to Stable & Affirms 'B' Ratings



G E R M A N Y

ALPHA GROUP: Moody's Lowers CFR to Caa2, Outlook Negative
WIRECARD AG: BaFin Reports Employee Over Alleged Insider Trading


I R E L A N D

DILOSK RMBS 4: S&P Assigns Prelim. BB(sf) Rating on Cl. E Notes
PENTA CLO 5: S&P Assigns Prelim. B- Rating on Class F Notes


I T A L Y

ATLANTIA SPA: Moody's Completes Review, Retains Ba2 CFR
AUTOSTRADE PER L'ITALIA: Moody's Completes Review
BANCA CARIGE: Moody's Completes Review, Retains Caa2 Issuer Rating
BANCA DE MEZZOGIORNO: Moody's Completes Review, Retains Ba1 Rating
BANCA FARMAFACTORING: Moody's Completes Review, Retains Ba1 Rating

BANCA NAZIONALE: Moody's Completes Review, Retains Ba2 BCA
BANCO BPM: Moody's Completes Review, Retains Ba2 Issuer Rating
BPER BANCA: Moody's Completes Review, Retains Ba3 Issuer Rating
BRUNELLO BIDCO: Moody's Assigns B3 CFR on TeamSystem Acquisition
CASSA CENTRALE: Moody's Completes Review, Retains Ba1 Rating

CREDIT AGRICOLE: Moody's Completes Review, Retains Ba1 BCA
CREDITO VALTELLINESE: Moody's Completes Review, Retains Ba3 Rating
MEDIOCREDITO TRENTINO: Moody's Completes Review
MILIONE SPA: Moody's Completes Review, Retains Ba1 CFR
MONTE DEI PASCHI: Moody's Completes Review, Retains B1 Rating

PRO-GEST SPA: Moody's Hikes CFR to Caa1 & Alters Outlook to Pos.
TEAMSYSTEM HOLDING: S&P Assigns Prelim. 'B-' ICR; Outlook Stable


K A Z A K H S T A N

ATF BANK: Moody's Lowers BCA to Caa2 Following Jusan Takeover


L U X E M B O U R G

KLEOPATRA HOLDINGS 1: S&P Hikes ICR to 'B' on Proposed Refinancing
KLEOPATRA HOLDINGS 2: Moody's Rates New Secured Bank Loans 'B2'
PLAY COMMUNICATIONS: Moody's Completes Review, Retains Ba3 CFR
SAMSONITE INT'L: Moody's Completes Review, Retains Ba2 CFR


N E T H E R L A N D S

ABERTIS INFRAESTRUCTURAS: Fitch Rates EUR750MM Hybrid Bonds


P O R T U G A L

EDP-ENERGIAS DE PORTUGAL: S&P Rates New Green Hybrid Debt 'BB'


R U S S I A

PJSC GROUP: Moody's Assigns First-Time Ba2 Corp. Family Rating
TEMIRYOL-SUGURTA LLC: S&P Assigns 'B+' LT ICR, Outlook Stable
TURKISTON BANK: S&P Lowers ICRs to 'CCC+/C' on Weakened Liquidity
UZAUTO MOTORS: S&P Assigns 'B+/B' Issuer Credit Ratings


S P A I N

BAHIA DE LAS ISLETAS: S&P Cuts Rating on 2024 Secured Notes to 'D'
BARCA: On Brink of Bankruptcy Amid Mounting Debts
OBRASCON HUARTE: Moody's Lowers PDR to Ca-PD Amid Restructuring


S W E D E N

HEIMSTADEN BOSTAD: S&P Rates New Unsecured Subordinated Notes BB+


U N I T E D   K I N G D O M

ATOTECH UK: Moody's Puts B2 CFR Under Review for Upgrade
BAUMOT UK: Enters Administration After Lockdown Hits Markets
FAB UK 2004-1: S&P Cuts Ratings on Class A-3E and A-3F Notes to 'D'
GEMGARTO 2021-1: Fitch Assigns CCC(EXP) Rating on Class E Notes
LOIRE UK MIDCO 3: Moody's Affirms B3 CFR & Alters Outlook to Pos.

SHINE HOLDCO III: Moody's Withdraws B3 CFR on Financing Repayment
TALKTALK TELECOM: Fitch Affirms 'BB-' LT IDR, Outlook Stable
TALKTALK TELECOM: S&P Cuts ICR to 'B+' on Tosca IOM Transaction
THAME AND LONDON: Moody's Completes Review, Retains Caa1 CFR
TOGETHER FINANCIAL: S&P Alters Outlook to Stable, Affirms BB- ICR

[*] UK: New Pension Scheme Bill May Hamper Business Rescues


X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                           - - - - -


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A R M E N I A
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ARMENIA: Moody's Gives Ba3 Rating on New USD Sr. Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba3 to the
proposed senior unsecured, US dollar-denominated notes to be issued
by the Government of Armenia. The notes will rank pari passu with
all of the Government of Armenia's current and future senior
unsecured external debt. The proceeds of the notes will be applied
toward general governmental purposes.

The rating mirrors the Government of Armenia's long-term issuer
rating of Ba3 with a stable outlook.

RATINGS RATIONALE

Armenia's Ba3 issuer rating is underpinned by its robust growth
potential with increasingly diverse economic drivers and a
lengthening track record of solid macroeconomic management, which
raise the country's economic resiliency, and high debt
affordability. Implementation of reforms has the potential to raise
the quality and credibility of Armenia's institutions, although
tangible effects will likely take time.

Balanced against these credit strengths are challenges stemming
from the government's moderately high debt burden that is
vulnerable to sharp currency depreciation, the small and low-income
economy that is exposed to external developments, and latent
geopolitical tensions with neighbouring Azerbaijan. These
challenges have been amplified by the coronavirus pandemic,
resulting in economic contraction in 2020. The high, albeit
gradually declining, level of dollarisation in the economy also
leaves Armenia and its banking sector exposed to external shocks,
although the central bank has introduced measures that promote
de-dollarisation.

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

Upward pressure on Armenia's rating would stem from further reforms
that were to raise economic competitiveness and institutional
credibility and effectiveness beyond Moody's current expectations.
This would in part materialise through greater levels of private
investment and increased transparency of and trust in institutions,
including in the judiciary. A structural narrowing of the current
account deficit and improvement in Armenia's external position,
including through higher competitiveness and foreign direct
investment, would also contribute to upward pressure on the rating.
An increase in government revenue arising from fiscal reforms
beyond Moody's expectations, that would support the government's
debt carrying capacity, would additionally put upward pressure on
the rating.

Downward pressure on Armenia's rating would emerge if there was a
loss of reform momentum, which would likely transpire through
weaker confidence in institutions and fiscal slippage removing
prospects that the government debt burden will decline over the
medium term. An increase in external vulnerability risk, such as a
sustained increase in current account deficits that resulted in
declining foreign exchange reserve adequacy, would additionally
contribute to downward pressure on the rating. A renewed escalation
of the conflict with Azerbaijan over the Nagorno-Karabakh territory
would also put negative pressure on the rating if it materially
impacts economic or fiscal fundamentals.

The principal methodology used in this rating was Sovereign Ratings
Methodology published in November 2019.




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

CAB: Moody's Gives B2 Rating on New Secured Notes, Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 instrument rating to
the new proposed senior secured notes to be issued by CAB and a
Caa1 instrument rating to the new proposed senior unsecured notes
to be issued by Laboratoire Eimer, the top entity of Biogroup's
restricted group. The outlook on CAB and Laboratoire Eimer remains
negative.

The proceeds of the proposed new senior secured notes and senior
unsecured notes will be used, along with the B2-rated 7 years
senior secured term loan B issued by CAB to fully refinance CAB's
existing capital structure and Laboratoire Eimer's PIK notes.

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 rates, 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 (1) EUR200 million of
cash on balance sheet end of September 2020, (2) a new upsized
EUR270 million senior secured revolving credit facility undrawn at
closing of the contemplated transaction, (3) positive free cash
flow expected for the next quarters and (4) 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.

STRUCTURING CONSIDERATIONS

The B2-PD probability of default, in line with the CFR, reflects
Moody's assumption of a 50% family recovery rate typical for
capital structures with a mix of bonds and loans. The senior
secured debt and the senior secured revolving credit facility have
a pari passu ranking in the capital structure and benefit from
upstream guarantees from material subsidiaries of the group
representing at least 80% of the group's EBITDA and 80% of the
group's assets. The security package includes shares, intercompany
loans and bank accounts.

The senior secured debts rank ahead of the senior unsecured notes
in the waterfall analysis but they do not benefit from a notch
uplift from the CFR reflecting the limited cushion provided by the
relative limited size of the senior unsecured notes.

PRINCIPAL METHODOLOGY

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


CAB: S&P Assigns 'B-' Rating on New EUR750MM Senior Secured Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating and '3' recovery
rating to the proposed EUR750 million of senior secured notes to be
issued by CAB (B-/Stable/--), parent company of Biogroup, a leading
biology laboratory chain in France. The '3' recovery rating
indicates its expectation of meaningful recovery (50%-70%; rounded
estimate: 50%) for the noteholders in the event of a payment
default. The proposed notes rank pari passu with the proposed
EUR1.50 billion term loan B to which we assigned an issue rating of
'B-' on Jan. 21, 2021.

S&P said, "We are also assigning an issue rating of 'CCC' to the
proposed EUR250 million senior notes to be issued by CAB's parent
holding company Laboratoire Eimer, with a recovery rating of '6'
indicating our expectation of negligible recovery (0%-10%; rounded
estimate 0%).

"The proposed issuance does not affect our rating on CAB because we
assume it will have a neutral effect on leverage.   If the group
successfully completes the transaction, it will use the proceeds to
refinance all outstanding debt, including the EUR2 billion existing
term loan B, EUR305 million second-lien debt, and EUR218 million
payment-in-kind (PIK) loan, which we have historically included in
our debt calculation. The group is also increasing its revolving
credit facility (RCF) to EUR270 million from EUR130 million. We
understand that the final issuance amounts are subject to final
allocation and pricing. Our recovery calculation and ratings rely
on the assumption that there will be no overfunding.

"Over the years, CAB has pursued an aggressive external strategy
and we believe it will continue to expand through acquisitions.  
We forecast that CAB's financial leverage on the cash-paying debt
would decline to about 5x in 2020, supported by the COVID-19
testing windfall. The group has performed a substantial share of
the highly profitable PCR testing in France (20% as of Oct. 31,
2020). We forecast leverage will increase in 2021 but remain at
5x-6x, since the group should continue to benefit from revenue from
nonrecurring COVID-19 testing. However, we forecast leverage will
increase beyond 7x by 2022 once testing tapers off."

Key analytical factors:  CAB's new debt capital would consist of a
EUR1.50 billion senior secured term loan B due in 2028, EUR750
million senior secured notes due in 2028, and EUR250 million senior
notes due in 2029. S&P does not rate the EUR270 million RCF.

The proposed EUR750 million senior secured notes will be secured by
first priority security interests ranking pari passu with the
security interests securing the senior secured term loan, RCF, and
other priority debt.

The proposed EUR250 million of other senior notes are subordinated
in right of payment to any existing and future senior secured debt,
including other priority debt.

The documentation comprises a security package containing primarily
share pledges over receivables and bank accounts, while the
guarantors would represent at least 80% of the group's EBITDA and
assets. The documentation for the RCF includes a springing
financial maintenance covenant set at 40% of drawings and tested
quarterly.

In S&P's hypothetical default scenario, it assumes unfavorable
regulatory changes in Biogroup's core markets and problems with the
integration of a major acquisition.

S&P expects CAB to reorganize in the event of a default, given its
good market position, with a 20% share of the French private
laboratory market. Consequently, it values CAB as a going concern.

Simulated default assumptions:  

-- Simulated year of default: 2022
-- Jurisdiction: France

Simplified waterfall:   Emergence EBITDA: EUR189 million

-- Capital expenditure represents 2% of sales in line with the
company's future expectations; cyclicality adjustment: 0%; +25%
operational adjustment reflecting emergence EBITDA decline in line
with peers in the industry.

-- Multiple: 6.0x, in line with that for peers in the diagnostic
laboratory market.

-- Gross recovery value: EUR1,417.6 million

-- Net recovery value for waterfall after administration expenses
(5%): EUR1,346.7 million

-- Priority claims: EUR41.8 million

-- Estimated senior secured debt claims: EUR2,521.1 million

-- Recovery range for the senior secured notes: 50%-70% (rounded
estimate 50%)

    --Recovery rating for the senior secured notes: 3

-- Value available for other senior notes: 0

-- Recovery expectations: 0%-10% (rounded estimate: 0%)

    --Recovery rating for senior notes: 6

Note: All debt amounts include six months of prepetition interest.
RCF assumed 85% drawn.


EVEREST BIDCO: Moody's Completes Review, Retains B3 Rating
----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Everest Bidco SAS and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on January 15, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations

Everest Bidco SAS' (Exclusive, B3) revenue has been growing by
about 15% and the company remains relatively insulated from the
impact of the coronavirus outbreak. However, the company's
Moody's-adjusted gross debt/EBITDA has remained above 7x since the
2018 leveraged buyout. Low capital intensity and good cash
conversion enables Exclusive to generate free cash flow (FCF), but
less than Moody's initially expected: Moody's ratio of retained
cash flow (RCF)/net debt (which reflects improved cash balances)
has remained around 6% and FCF/(gross) debt has been between 1.5%
and 3.5%. Over the next 12 to 18 months, Moody's expect leverage
between 6x and 7x, RCF/net debt of 8%-10% and FCF/debt of 5%-8%, a
combination of metrics commensurate with a B3 rating.

The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.


RALLYE: Launches Global Tender Offer for Unsecured Debt
-------------------------------------------------------
The Paris Commercial Court, on Feb. 28, 2020, approved Rallye's
safeguard plan, which provides for the repayment of its liabilities
to be rescheduled between 2023 and 20301.

Rallye, on Jan. 22,2021, launched a global tender offer for its
unsecured debt (including the bonds and commercial paper) as part
of a modified Dutch auction procedure (the "Tender Offer").

Tender Offer

The purpose of the Tender Offer is to (i) provide holders of
unsecured debt with the opportunity of having all or part of their
claims repurchased at a price determined as part of a modified
Dutch auction and to (ii) improve Rallye's debt profile, in the
context of the implementation of its safeguard plan approved on
February 28, 2020, by the Paris commercial court.

As a reminder, on June 30, 2020, the gross financial debt of the
Rallye holding company scope was as follows:

(in millions of euros)                     June 30, 2020
----------------------                     -------------
Claims secured by pledges over Casino shares   1,177
Unsecured claim                                1,627

Claims secured by pledges overs shares of
Rallye subsidiaries other than Casino            213

Total - claims from safeguard plans            3,017

Derivatives2                                     210

Total - gross financial debt                   3,226

The Tender Offer, the maximum amount of which is EUR75 million,
started on January 22, 2021, and will expire on February 5, 2021,
at 5:00 p.m (Paris time). Rallye will keep the markets informed of
the results of the Tender Offer, its outcome and its impact on the
repayment profile of Rallye.

Completion of the Tender Offer is, inter alia, subject to (i) the
approval by the Paris Commercial Court of the amendment to the
Rallye's safeguard plan in order to authorize the effective
completion of the Tender Offer and the setting up of the new
financing described below (including the related security
interests) and (ii) the availability of the proceeds of the new
financing. Rallye will seek such approval immediately after
announcing the results of the Tender Offer and subject to such
results.

To obtain a copy of the tender offer memorandum relating to the
Tender Offer or for any questions about the Tender Offer and the
procedures required to participate in it, holders of unsecured debt
(including bonds and commercial paper issued by Rallye) are invited
to contact Lucid Issuer Services Limited, in its capacity as tender
agent, at the contact details set out below:

   Lucid Issuer Services Limited
   Tankerton Works
   12 Argyle Walk
   London WC1H 8HA
   United Kingdom
   Attention: Thomas Choquet
   Telephone: +44 20 7704 0880
   Email: rallye@lucid-is.com
   Website: www.lucid-is.com/rallye

Tender Offer Financing

The Tender Offer will be financed by a new financing repayable in
fine, consisting of a bond issue and a bank loan, for a global
total amount of 82,400,000 euros (including the arrangement fee due
to the lenders), for which Rallye has already obtained firm
commitments from Mr. Marc Ladreit de Lacharriere and from banks.

This new financing will bear, at Rallye's discretion for each
interest period, (i) cash interest at the Euribor rate (floored at
zero) for the relevant 12-month interest period + a 8% margin or
(ii) interest capitalized annually at the Euribor rate (floored at
zero) for the relevant 12-month interest period + a 12% margin. An
arrangement fee of 3% of the amount drawn under the new financing
will be due by Rallye to the lenders. A non-use fee equal to 35% of
the margin retained for capitalized interest, i.e. 4.2% per annum,
will also be applicable on the unused portion of the new financing
throughout the availability period, it being specified that in the
absence of any drawdown until April 30, 2021 and subsequent
cancellation of the lenders' commitments under the new financing,
the amount due under the non-use fee will be 400,000 euros.

This new financing has a maturity of 4 years from the signing of
the agreements relating to such financing, it being specified that
drawdowns, subject to compliance with certain prior requirements,
may be made until June 30, 2022 at the latest, up to two
drawdowns.

Rallye may also decide to make early repayments in amounts of at
least 10 million euros, subject to the payment of break-up fees and
an early repayment fee of at least 27% of the principal repaid
under the new financing (taking into account, in proportion to the
principal repaid, interest paid (accrued or capitalized under the
new financing) since the signing of the agreements relating to such
financing, and any other amounts paid to the lenders under the
arrangement fee or non-use fee since the signing of the financing
agreements).

As guarantee for this new financing, 3.3 million Casino shares held
by Rallye and currently free of any encumbrance will be transferred
by Rallye into fiduciary trust (fiducie-surete) to the benefit of
the lenders under the new financing. In addition, upon repayment of
the financing granted to Rallye by Fimalac, the 9.5 million shares
placed in a fiduciary trust (fiducie-surete) to the benefit of
Fimalac will be transferred into fiduciary trust (fiducie-surete)
to the benefit of the lenders under the new financing.

In this context, dividends or other profits and proceeds will
remain in fiduciary trust (fiducie-surete), and will be used as
mandatory early repayment, with the exception of in particular
(except in case of mandatory early repayment event):

   * in 2021 and 2022: the potential dividends up to a maximum
aggregate amount of 5 million euros may be paid to Rallye (which
may be increased to a total amount of 6.6 million euros if the cash
position of Rallye makes it necessary);

   * in 2023: the potential dividends will be paid to Rallye,
subject to (i) the payment by the fiduciary trustee to the new
financing providers of an amount of 10 million euros drawn from
these dividends in order to be used for the mandatory early
repayment of the new financing, (ii) a maximum of 44 million Casino
shares currently pledged to the benefit of Rallye's secured
creditors being transferred to the securities account that will
have been pledged in first rank to the benefit of the lenders under
the new financing4 and (iii) that 9.5 million Casino shares be
placed in fiduciary trust (fiducie-surete) to the benefit of the
lenders under the new financing if the financing granted to Rallye
by Fimalac has been repaid; and

  * in 2024; the potential dividends will be kept by Rallye
provided that (i) a maximum of 44 million Casino shares have
effectively been recorded in the securities account pledged to the
benefit of the lenders under this new financing in 2023 and that
(ii) the value of the securities included in the fiduciary trust
assets (based on the closing price of the 30 trading days prior to
the detachment date, as reduced by the amount of the distribution)
is at least equal to 120% of the outstanding amount of this new
financing on such date. If this 120% coverage is not achieved,
payment of such dividends to Rallye will only be authorized if all
of the 44 million Casino shares are registered in the securities
account pledged to the lenders under this new financing on the
payment date of such dividends.

The main mandatory early repayment events are the following:

   * rescission (resolution) of Rallye's safeguard plan;

   * loss of control by Jean-Charles Naouri and his family over
     Rallye as defined by article L. 233-3 of the French
     Commercial Code ;

   * Jean-Charles Naouri and his family holding directly or
     indirectly less than 40% of Rallye's share capital or
     voting rights;

   * loss of control by Rallye over Casino as defined by
     article L. 233-3 of the French Commercial Code;

   * Rallye holding less than 40% of Casino's share capital
     or voting rights; and

   * delisting of Casino shares.


THOM EUROPE: S&P Alters Outlook to Stable & Affirms 'B' Ratings
---------------------------------------------------------------
S&P Global Ratings revised its outlook on THOM Europe S.A.S. (THOM
Group) to stable from negative and affirmed its 'B' long-term
ratings.

S&P said, "We are assigning our 'B' long-term ratings to
France-based affordable jewelry retailer Goldstory SAS, and the
proposed senior secured notes, with a recovery rating of '3', as
well as our 'BB-' rating and '1' recovery rating to the company's
proposed super senior revolving credit facility (RCF).

France-based affordable jewelry retailer Goldstory SAS, the new
holding company of THOM Group, intends to issue EUR600 million of
new senior secured notes to finance its buyout by financial sponsor
Altamir, the management team, and other co-investors.

Despite risks from a possible third lockdown in France in the
coming months, S&P believes THOM Group's credit metrics and
liquidity will remain commensurate with the current 'B' rating,
supported by a strong year-end performance, a critical trading
period for the group.

THOM Group's profitability and cash flow generation have proven
resilient so far, despite two rounds of lockdowns in France and
Italy and continued movement restrictions.

In 2020, THOM Group was forced to close all its stores in France
and Italy for three and four months, respectively, after the
governments enforced measures to contain the spread of COVID-19.
THOM Group's topline was hit by the mandatory store closures in the
first lockdown from March to May 2020, but the company managed to
limit the drop in profitability thanks to the employee furlough
scheme, reduction in operating expenses, and rent renegotiations.
As a result, the company reported EBITDA of EUR116.3 million in the
fiscal year ended Sept. 30, 2020 (fiscal 2020), only 9% lower than
the EUR127.6 million reported in fiscal 2019. THOM Group's
profitability margin remained the same as last year at 17%-18%,
thanks to its actions to counteract the decline and a strong
rebound in demand once stores reopened. Although the group's share
of online sales remained relatively low, at 7.2%, in fiscal 2020
compared with that of other non-food retailers, the group has
invested in its e-commerce operations to boost digital traffic. As
a result, its online sales increased by more than 300% during the
second lockdown in France in November 2020. This partly offsets the
drop in EBITDA during that month, since online sales are as
profitable as those from physical store premises. As of Sept. 30,
2020, the group reported FOCF of EUR48.6 million, broadly in line
with that of previous years, despite the difficult environment. As
a consequence of this resilient performance, our adjusted leverage
ratio for THOM Group was 5.3x as of fiscal 2020, which is much
better than our projection that it would surpass 6.5x.

Store expansion through affiliations and investment in online
operations will support deleveraging.   Private equity fund
Bridgepoint is in the process of selling its stake in THOM Group to
current shareholder Altamir, which will increase its participation
to 56% from 25%. Co-investors will own 24% and the management team
will retain 20%. S&P said, "We expect the transaction to close by
March 31, 2021. To fund the acquisition, Goldstory, the new parent
company of THOM Group, plans to issue EUR600 million of new secured
notes and a EUR90 million super senior RCF. We project these
issuances will lead S&P Global Ratings-adjusted debt to EBITDA to
increase to 5.5x-6.0x in fiscal 2021 (adjusted for operating leases
and other debt-like items) from 5.3x as of fiscal 2020, before
declining below 5.5x in 2022, absent any debt-financed acquisitions
or shareholder remuneration. This is because we anticipate close to
10% top-line growth from the expansion of THOM Group's affiliates'
network and an increase in e-commerce sales. We also expect some
top-line benefits from Thom Group's capacity to expand its market
shares further in France and Italy, notably since we believe
several independent affordable jewelers may not recover from the
impact of the pandemic. Thanks to the group's cost-optimization
strategy, implemented to cope with the pandemic's impact, notably
regarding rents and the workforce, we expect reported profitability
to remain high at 17%-18% in fiscal 2021 and fiscal 2022 despite a
moderate increase in operating expenses to support online
operations."

THOM Group derives more than 50% of its EBITDA in the quarter
ending Dec. 31, the first of its fiscal year.  While the group
faced another lockdown in November 2020, all nonessential stores
reopened in December in France, enabling the group to operate as
normal during the key Christmas period. As a result, the company
has already generated EBITDA of EUR76.1 million as of Dec. 31,
2020, compared with our estimate of EUR120 million-EUR125 million
for the fiscal year ending Sept. 30, 2021. This performance,
although quite strong, illustrates the highly seasonal nature of
THOM Group's operations, where earnings concentration in December
leaves the group exposed to event risk. Beyond the risk of further
lockdowns in the second half of 2021, which S&P sees as limited at
this stage considering the ramp-up of vaccinations, other risks
such as strikes and social unrest could still hamper sales in the
coming years, as was the case in France in 2018 due to the Yellow
Vest demonstrations, and protests against pension reforms in 2019.

Uncertainties regarding household consumption could hamper the
recovery of sales, especially in Italy, the group's second largest
market.  COVID-19-related lockdowns significantly disrupted THOM
Group's operations, leading to sales and EBITDA decline of 9% in
fiscal 2020. However, the operating performance and pace of
recovery after lockdowns have differed by geographies. Sales in
fiscal 2020 contracted by only 5% in France, but they declined by
almost 20% in Italy where THOM Group generates 27% of its total
sales. S&P said, "We understand that lockdown measures have been in
place longer in Italy, but believe the economic impact of the
pandemic has hit household consumption harder in Italy than in
France. Also, in Italy, the economic impact could last longer and
impede the current recovery in demand for affordable jewelry. We
believe that French households' consumption and purchasing power
should be more resilient, thanks to ongoing employment safeguards
the government put in place."

Over the next 12 months, THOM Group should have sufficient
liquidity to withstand the impact of potential further
COVID-19-related movement restrictions, thanks in particular to its
efficient working capital management.  THOM Group's balance sheet
cash will decline to EUR25 million after the issuance transaction
closes from almost EUR200 million as of Sept. 30, 2020. However, we
expect the group's cash flow generation to cover swings in working
capital needs and investments in IT projects to support the growth.
In fiscal 2020, the group showed sound control of its cash flows,
primarily thanks to its just-in-time logistics model, which has
enabled the group to maintain low stocks during lockdowns. The
group has also cut capital expenditure (capex), which resulted into
a reported FOCF of EUR48.3 million in fiscal 2020 compared with
EUR44.3 million in fiscal 2019. S&P said, "Although we can't rule
out the risk of a third lockdown in France, we believe the group's
efficient cash management, together with its undrawn EUR90 million
super senior RCF, should provide sufficient resources to operate
until the pandemic ends."

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 uses this assumption about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, it will
update its assumptions and estimates accordingly.

S&P said, "The stable outlook reflects our view that, although
trading will likely stay depressed in the retail industry until
mid-2021 due to COVID-19-related disruption, THOM Group should
achieve sales growth thanks to affiliation openings and stronger
e-commerce sales, and maintain solid operating margins. We forecast
adjusted debt to EBITDA at 5.5x-6.0x for fiscal 2021, and 5.0x-5.5x
for fiscal 2022, along with FOCF after lease payments of more than
EUR30 million.

"We could lower the rating if the spread of the virus or weaker
consumer confidence prevents THOM Group from sustaining positive
trading momentum in fiscal 2021, which could result in weaker
earnings and cash flows than we currently anticipate." In
particular, S&P could lower the ratings if:

-- The company's adjusted debt to EBITDA remains significantly
higher than 6.5x for a prolonged period;

-- Reported FOCF approaches zero; or

-- The group's liquidity weakens beyond our expectations,
primarily because of more pronounced lockdown measures and/or
tightening covenant headroom."

S&P said, "We see an upgrade as remote in the near term because of
THOM Group's elevated leverage. A positive rating action would
hinge on THOM Group's ability to maintain strong sales growth and
EBITDA margins close to current levels. We could raise the ratings
if, on the back of strong FOCF and adequate liquidity, THOM Group
deleverages, such that S&P Global Ratings-adjusted debt to EBITDA
reduces sustainably to well below 5.0x and the EBITDA plus rent
(EBITDAR) coverage ratio improves to more than 2.2x, alongside
prudent financial policy and no material shareholder
remuneration."




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

ALPHA GROUP: Moody's Lowers CFR to Caa2, Outlook Negative
---------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of the German operator of hotels and hostels Alpha Group
SARL ("A&O") to Caa2 from Caa1 and the probability of default
rating to Caa2-PD from Caa1-PD. Concurrently, Moody's has
downgraded the rating of the A&O's guaranteed senior secured term
loan B and its guaranteed senior secured revolving credit facility
to Caa2 from Caa1. The rating outlook has remained negative.

"Our decision to downgrade A&O's ratings to Caa2 and to keep a
negative outlook reflects the tight liquidity situation that stems
from continued business interruption for A&O's business caused by
COVID-19. The company will remain cash flow negative in 2020,
resulting in an impaired position and weak credit metrics which are
not sustainable in absence of a significant recovery of the
business over the next quarters" says Oliver Schmitt, a Vice
President - Senior Credit Officer and lead analyst for A&O.

RATINGS RATIONALE

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.
Although an economic recovery is underway, its continuation will be
closely tied to the containment of the virus. As a result, the
degree of uncertainty around Moody's 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.

A&O's revised ratings and negative outlook reflect the extended
period of business interruptions for A&O's business and its
immediate implications for liquidity and credit metrics. Business
operations are yet to sustainably recover, while Moody's do not
expect a recovery to pre-COVID levels in the next quarters. Moody's
understand that the majority of the hotels and hostels are open at
this point thanks to a relatively low fixed cost base, but
occupancy rates and prices achieved are low. After a slight
recovery during the summer months, the lockdown especially in
Germany resulted in revenues declining strongly again on top of the
regular seasonal swings. With current occupancy and ADR trends,
Moody's estimate the company's quarterly cash burn rate around
EUR10-15 million post interest payments. The current infections
numbers and political discussions around containing the virus and
its mutations make an easing of business conditions unlikely. Yet
in the medium term, progress in vaccination will lead to a
declining health threat during the second half of 2021 and hence
Moody's expect business restrictions to ease.

The negative outlook reflects the weak liquidity profile stemming
from a lower than anticipated business recovery in 2020 and a
weaker recovery expectation in 2021. Even extending beyond 2021,
recovery expectations are weaker than when Moody's took our last
rating action in March 2020. The negative outlook reflects the
uncertainties regarding the company's ability to secured additional
liquidity resources over the next months.

LIQUIDITY

Given the continued cash burn, the company is at risk breaching the
conditions under its covenant waiver signed last year with respect
to its EUR35 million RCF, maturing in 2024. As of September 2020,
the company had EUR44 million of cash, but Moody's expect this
having declined substantially in Q4 2020. Absent an unexpected
business recovery, the company may need equity support to avoid
breaching covenant waiver conditions in June 2021 and will have a
very low cash position in general.

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

WHAT COULD MOVE THE RATINGS - UP

Positive rating pressure would not arise until the coronavirus
outbreak is brought under control and business restrictions are
lifted. A recovery of earnings and free cash flow leading to an
improved liquidity situation and some recovery in credit metrics
could lead to positive rating pressure.

WHAT COULD MOVE THE RATINGS - DOWN

Inability to solve a potential liquidity bottleneck during the
summer given continued expected negative free cash flow. A failure
of the hotel and hostel market to recover given extended business
restrictions could also lead to further negative pressure on the
rating.

STRUCTURAL CONSIDERATION

The secured credit facilities form the vast majority of A&O's gross
indebtedness and so the rating of both the senior secured Term Loan
B and senior secured RCF is Caa2, in-line with the CFR. The RCF and
TLB are pari passu and secured by first liens on the assets of the
company including real estate, which includes 12 owned properties.
In addition, A&O has approximately EUR115 million of shareholder
loans which Moody's views as equity.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Based in Berlin, Germany, A&O Hotels and Hostels operates a network
of 37 hotels and hostels in Central Europe including Germany,
Italy, Czech Republic, Denmark, Netherlands and Austria. The
company specializes in offering low cost accommodation focusing on
large groups. In 2019, A&O reported EUR149 million of revenues.


WIRECARD AG: BaFin Reports Employee Over Alleged Insider Trading
----------------------------------------------------------------
John O'Donnell and Tom Sims at Reuters report that Germany's
financial watchdog has reported one of its employees to state
prosecutors on suspicion of insider trading linked to Wirecard,
shortly before the payment firm's spectacular collapse.

BaFin's admission is a fresh indictment of Germany's supervision of
a company that began by processing payments for gambling and
pornography before becoming a star of "fintech" -- financial
technology -- and finally Germany's biggest fraud case, the FT
notes.

According to the FT, BaFin said the suspect works in the
regulator's securities supervision department and sold structured
securities based on Wirecard's shares on June 17 last year.

That was just a day before news broke that Wirecard's auditor, EY,
had said it was unable to account for EUR1.9 billion (US$2.3
billion) in the accounts, and a week before Wirecard filed for
insolvency, the FT relays.

As the company edged towards collapse, BaFin staff bought and sold
its shares in ever higher volumes, the FT discloses.

According to the FT, the regulator only banned such trades by its
staff around four months ago, and it was not immediately clear why
this employee alone had been reported to prosecutors.

BaFin, as cited by the FT, said it had suspended the employee, whom
it did not name, and opened disciplinary proceedings.  The
complaint was filed with state prosecutors in Stuttgart, where the
trading took place, the FT relates.




=============
I R E L A N D
=============

DILOSK RMBS 4: S&P Assigns Prelim. BB(sf) Rating on Cl. E Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Dilosk RMBS No. 4
DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes.

S&P said, "Our preliminary ratings address timely receipt of
interest and ultimate repayment of principal on the class A notes,
and the ultimate payment of interest and principal on all the other
rated notes. Our preliminary ratings also address timely receipt of
interest on the class B–Dfrd to E-Dfrd notes when they become the
most senior outstanding."

Dilosk RMBS No. 4 DAC is a RMBS transaction that securitizes a
portfolio of owner-occupied and buy-to-let (BTL) mortgage loans
secured over residential properties in Ireland.

The loans in the pool were originated by Dilosk DAC (Dilosk), a
nonbank specialist lender, under its ICS Mortgages brand over the
last two years.

While Dilosk was established in 2013, it has only been originating
BTL mortgages since 2017 and owner-occupied mortgages since late
2019, and thus historical performance data is limited.

The transaction includes a 20% pre-funded amount where the issuer
can add loans up until the first interest payment date.

Approximately 50.2% of the preliminary pool comprises BTL loans,
and the remaining 49.8% are owner-occupier loans.

The collateral comprises prime borrowers. All of the loans have
been originated recently and thus under the Irish Central Bank's
mortgage lending rules limiting leverage (through loan-to-value
limits) and debt burden (through loan-to-income limits).

No borrowers in the portfolio have a currently active payment
holiday as a result of the COVID-19 pandemic. The total amount of
payment holidays previously granted for the portfolio was 5.2%.
This is low in the context of the Irish market.

The transaction benefits from liquidity provided by a general
reserve fund, and in the case of the class A notes, class A
liquidity reserve fund.

Principal can be used to pay senior fees and interest on the notes
subject to various conditions.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the three-month EURIBOR, and
certain loans, which pay fixed-rate interest before reversion.

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.

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

  Ratings Assigned

  Class    Prelim. rating    Class size (%)
  A         AAA (sf)            83.0
  B-Dfrd    AA+ (sf)            7.75
  C-Dfrd    AA (sf)             4.50
  D-Dfrd    A (sf)              2.25
  E-Dfrd    BB (sf)             1.50
  X         NR                  3.25
  Z1        NR                  1.00
  Z2        NR                  2.50

  NR--Not rated.


PENTA CLO 5: S&P Assigns Prelim. B- Rating on Class F Notes
-----------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Penta CLO
5 DAC's class X, A, B-1, B-2, C, D, E, and F refinancing notes. At
closing, the issuer will also issue EUR42.25 million of unrated
subordinated notes.

S&P considers that the target portfolio will be well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans. Therefore, S&P has conducted its credit and
cash flow analysis by applying its criteria for corporate cash flow
CDOs.

  Portfolio Benchmarks
                                                       Current
  S&P Global Ratings weighted-average rating factor   2,993.82
  Default rate dispersion                               614.06
  Weighted-average life (years)                           4.75
  Obligor diversity measure                             131.67
  Industry diversity measure                             19.59
  Regional diversity measure                              1.22
  Weighted-average rating                                  'B'
  'CCC' category rated assets (%)                         8.55
  'AAA' weighted-average recovery rate                   36.87
  Floating-rate assets (max.; %)                            95
  Weighted-average spread (net of floors; %)              3.72

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, a weighted-average spread of 3.72%, the
reference weighted-average coupon (4.50%), and the weighted-average
recovery rates as indicated by the collateral manager. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"Our credit and cash flow analysis shows that the class B-1, B-2,
C, and D notes benefit from break-even default rate (BDR) and
scenario default rate cushions that we would typically consider to
be in line with higher ratings than those assigned. However, as the
CLO will have a reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our
preliminary ratings on the notes.

"The class F notes' current BDR cushion is -0.52%. Based on the
portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and the
class F notes' credit enhancement, this class is able to sustain a
steady-state scenario, in accordance with our criteria." S&P's
analysis further reflects several factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs we have rated and that have
recently been issued in Europe.

-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 28.38% (for a portfolio with a
weighted-average life of 4.75 years) versus 15.17% if it was to
consider a long-term sustainable default rate of 3.1% for 4.75
years.

-- Whether the tranche is vulnerable to nonpayment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

-- Following this analysis, S&P considers that the available
credit enhancement for the class F notes is commensurate with the
assigned preliminary 'B- (sf)' rating.

The Bank of New York Mellon, London Branch is the bank account
provider and custodian. At closing, S&P expects its documented
replacement provisions to be in line with its counterparty criteria
for liabilities rated up to 'AAA'.

S&P said, "Under our structured finance sovereign risk criteria, we
consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary ratings.

"At closing, we expect the issuer to be bankruptcy remote, in
accordance with our legal criteria.

"The CLO is managed by Partners Group (UK) Management. Under our
"Global Framework For Assessing Operational Risk In Structured
Finance Transactions," published on Oct. 9, 2014, the maximum
potential rating on the liabilities is 'AAA'."

The issuer may purchase loss mitigation obligations to enhance the
recovery value of a related defaulted or credit impaired asset of
the same obligor.

To purchase loss mitigation obligations, the issuer may use
principal proceeds -- as long as each rated note's par value test
is satisfied after the purchase -- or interest proceeds -- as long
as the purchase does not cause any interest deferral on any rated
notes and the coverage tests are satisfied on the immediately
succeeding payment date.

Amounts received from loss mitigation obligations purchased using
principal proceeds will be paid into the principal account.

If a loss mitigation obligation satisfies all of the eligibility
criteria, the manager may designate the asset as a collateral
obligation provided that the reinvestment criteria are satisfied.
Upon the designation and only if the loss mitigation obligation was
originally purchased using interest proceeds, the account bank will
transfer from the principal account into the interest account an
amount equal to the asset's market value when it was designated a
collateral obligation. In a scenario where loss mitigation
obligations purchased using interest proceeds become a CDO, the
portfolio manager will test the eligibility criteria and the
reinvestment criteria (including the requirement to check if the
CDO meets the definition of discount obligation, in which case the
numerator of the overcollateralization test would be adjusted if
applicable) before transferring the market value of the CDO from
the principal account.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our
preliminary ratings are commensurate with the available credit
enhancement for each class of notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
to five of the 10 hypothetical scenarios we looked at in our recent
publication.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."

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."

  Ratings List

  Class   Prelim. rating     Amount
                           (mil. EUR)
   X          AAA (sf)         2.50
   A          AAA (sf)       245.45
   B-1        AA (sf)         33.40
   B-2        AA (sf)         10.00
   C          A (sf)          22.30
   D          BBB (sf)        26.25
   E          BB- (sf)        24.00
   F          B- (sf)         10.15
  Sub notes   NR              42.40

  NR--Not rated.




=========
I T A L Y
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ATLANTIA SPA: Moody's Completes Review, Retains Ba2 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Atlantia S.p.A. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on January 19, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations

The Ba2 corporate family rating (CFR) of Atlantia S.p.A. (Atlantia)
continues to reflect the group's exposure to significant downside
risks following the collapse of the Genoa viaduct in August 2018,
managed by its subsidiary Autostrade per l'Italia S.p.A. (ASPI,
Ba3). The incident resulted in protracted discussions with the
Italian government about the future of ASPI's concession, legal
investigations on ASPI's operations, increased regulatory
pressures, tariffs freeze since 2019, delays in the approval of
ASPI's economic and financial plan, and additional costs related to
the reconstruction of the bridge and higher maintenance
requirements on the motorway network.

While in July 2020 ASPI, Atlantia and the Italian government have
reached a preliminary agreement on certain requirements, including
a compensation package, a change in the regulatory framework and
concession agreement and the exit of Atlantia from ASPI's
shareholding, to settle the ongoing dispute, there are still
specific points that will need to be finalised before the
government formally withdraws the allegations over serious breaches
of ASPI's concession arrangement. Hence, Atlantia's CFR continues
to reflect the uncertainties related to (1) the future of ASPI's
concession, (2) the sale or spin-off process of ASPI and the
related equity value and level of degearing at Atlantia holding
from the proceeds of such transition, and (3) the future capital
structure and business strategy of Atlantia.

Notwithstanding the above, the Ba2 CFR is supported by Atlantia's
large size and focus on toll road and airport concessions, strong
fundamentals of its motorway network and high degree of
geographical diversification. The CFR also reflects a track record
of relatively prudent financial policies, the strong liquidity
profile of the group and the additional financial flexibility
provided by Atlantia's equity investments. These factors are
balanced by the group's relatively high financial leverage, a
fairly complex corporate structure with minority shareholders and
debt at intermediate holding companies, and the relatively short
average concession life of the Abertis group. In addition, Atlantia
group fundamentals are susceptible to downside risks linked to the
consequences of the coronavirus pandemic, which has resulted in a
severe disruption in its airport operations and a material
reduction in toll road traffic in 2020.

The Ba3 rating of the senior unsecured notes issued by Atlantia is
one notch below the Ba2 CFR of the group, reflecting the structural
subordination of the creditors at the holding company.

The principal methodology used for this review was Privately
Managed Toll Roads Methodology published in December 2020.


AUTOSTRADE PER L'ITALIA: Moody's Completes Review
-------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Autostrade per l'Italia S.p.A. and other ratings that
are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on January 19,
2021 in which Moody's reassessed the appropriateness of the ratings
in the context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations

The Ba3 rating of Autostrade per l'Italia S.p.A. (ASPI) continues
to reflect the company's exposure to significant downside risks
following the collapse of the Polcevera viaduct in August 2018,
part of the Genoa motorway section managed by ASPI. The incident
resulted in protracted discussions with the Italian government
about the future of ASPI's concession, legal investigations on
ASPI's operations, increased regulatory pressures, tariffs freeze
since 2019, delays in the approval of ASPI's economic and financial
plan, and additional costs related to the reconstruction of the
bridge and higher maintenance requirements.

While in July 2020 ASPI, its parent Atlantia and the Italian
government have reached a preliminary agreement on certain
requirements, including a compensation package, a change in
regulatory framework and the exit of Atlantia from ASPI's
shareholding, to settle the ongoing dispute, there are still
specific points that will need to be finalised before the
government formally withdraws the allegations over serious breaches
of ASPI's concession arrangement. Hence, ASPI's rating continues to
reflect the uncertainties regarding the approval of its economic
and financial plan and application of the new tariff framework, the
terms of the amended concession contract that will need to be
signed between ASPI and the government, as well as ASPI's future
capital structure and financial policy.

Nevertheless, the credit profile of ASPI is underpinned by the
essentiality of its toll road network, comprising more than 50% of
the country motorway system; the long term concession contract
expiring in 2038; the resilient cash flow profile demonstrated in
the past; and its ability to access capital markets. These
strengths are balanced by ASPI's sizeable investment programme and
increasing maintenance requirements that will limit the ability of
the company to deleverage over the medium term. In addition, ASPI's
fundamentals are susceptible to downside risks linked to the
consequences of the coronavirus pandemic, which has resulted in a
significant reduction in traffic in 2020.

The principal methodology used for this review was Privately
Managed Toll Roads Methodology published in December 2020.


BANCA CARIGE: Moody's Completes Review, Retains Caa2 Issuer Rating
------------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Banca Carige S.p.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on January 20, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations.

The Caa1 deposit and Caa2 issuer rating of Banca Carige S.p.A.
(Carige) reflect the bank's standalone Baseline Credit Assessment
(BCA) of caa1, moderate and high loss-given-failure resulting in no
uplift and one notch of negative adjustment respectively, and a low
probability of government support resulting in no further uplift.

Carige's BCA of caa1 reflects the bank's strengthened
capitalisation and healthier asset quality following the successful
completion of the capital increase and the disposal of gross
problem loans to the state-owned entity Asset Management Company
(AMCO) between December 2019 and September 2020. The BCA also
reflects our expectation that the bank will face major challenges
in restoring profitability and rebuilding its commercial and
funding franchise.

The principal methodology used for this review was Banks
Methodology published in November 2019.


BANCA DE MEZZOGIORNO: Moody's Completes Review, Retains Ba1 Rating
------------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Banca del Mezzogiorno - MCC S.p.A. and other ratings
that are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on January 20,
2021 in which Moody's reassessed the appropriateness of the ratings
in the context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations.

The Baa3 long-term deposit rating and Ba1 issuer rating of Banca
del Mezzogiorno - MCC S.p.A. (Banca del Mezzogiorno) reflect (i)
the bank's standalone Baseline Credit Assessment (BCA) of ba3,
which takes into account the bank's plan to focus on lending to
companies in the weaker South of Italy, (ii) the bank's extremely
low and very low loss given failure for deposit and issuer ratings,
which result in an uplift of three and two notches, respectively
and, (iii) the moderate probability of government support for the
bank through its parent, Invitalia S.p.A. (Invitalia, Baa3), the
Italian national agency for investment and economic development,
which does not result in any rating uplift

The principal methodology used for this review was Banks
Methodology published in November 2019.


BANCA FARMAFACTORING: Moody's Completes Review, Retains Ba1 Rating
------------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Banca Farmafactoring S.p.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on January 20, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations

The Baa3 deposit and Ba1 issuer ratings of Banca Farmafactoring
(BFF) reflect the bank's standalone Baseline Credit Assessment
(BCA) of ba3, extremely low and very low loss-given-failure
resulting in three and two notches of uplift respectively, and a
low probability of government support resulting in no further
uplift.

The ba3 BCA reflects the bank's core activities in the business of
factoring receivables from the public administration, with
operations in Italy, Spain, Portugal, France, Poland, the Czech
Republic, Slovakia, Greece and Croatia, sound asset risk, strong
profitability, modest capitalization, high reliance on wholesale
funding and a liquidity profile which benefits from committed
credit lines, but with high asset encumbrance. The BCA also takes
into account the bank's very rapid growth and the low level of
business diversification beyond its core activities.

The principal methodology used for this review was Banks
Methodology published in November 2019.


BANCA NAZIONALE: Moody's Completes Review, Retains Ba2 BCA
----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Banca Nazionale Del Lavoro S.p.A. and other ratings that
are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on January 20,
2021 in which Moody's reassessed the appropriateness of the ratings
in the context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations

The Baa1 long term deposit rating and Baa3 senior debt rating of
Banca Nazionale del Lavoro S.p.A. (BNL) are driven by (1) the
bank's ba2 baseline credit assessment (BCA); (2) its adjusted BCA
of baa2, benefiting from a very high probability of support from
BNL's parent, BNP Paribas (BNPP, Aa3/Aa3, baa1); (3) a one notch
uplift for deposits and a one notch downward adjustment for senior
debt under Moody's Loss Given Failure analysis; and (4) a low
probability of government support which results in no rating
uplift.

The ba2 BCA reflects the bank's moderate capitalization and weak
asset quality despite significant sales and securitisations of
problem loans over recent years. BNL seeks to focus on lending to
large corporates rather than small and medium-sized enterprises to
foster its loan book quality. However, downside risks associated to
coronavirus-induced economic downturn have a bearing on its already
limited profitability. Moody's assessment also factors in BNL's
significant reliance on funding from its parent

The principal methodology used for this review was Banks
Methodology published in November 2019.


BANCO BPM: Moody's Completes Review, Retains Ba2 Issuer Rating
--------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Banco BPM S.p.A. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on January 20, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations

The Baa3 deposit and Ba2 issuer ratings of Banco BPM reflect the
bank's standalone Baseline Credit Assessment (BCA) of ba3,
extremely low and low loss-given-failure resulting in three and one
notch of uplift respectively, and our assessment of a low
probability of government support resulting in no further uplift.

The ba3 BCA reflects the bank's improving but still-weak asset
quality, moderate capitalisation and weak profitability. The BCA
also reflects the bank's good funding and liquidity profiles.

The principal methodology used for this review was Banks
Methodology published in November 2019.


BPER BANCA: Moody's Completes Review, Retains Ba3 Issuer Rating
---------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of BPER Banca S.p.A. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on January 20, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations

The Baa3 long-term deposit rating and Ba3 issuer rating of BPER
Banca S.p.A. (BPER) reflect the bank's standalone Baseline Credit
Assessment (BCA) of ba2, very low and high loss-given-failure
resulting in two notches of uplift and one notch negative
adjustment respectively, and Moody's assessment of a low
probability of government support resulting in no further uplift.

The ba2 BCA reflects the bank's ongoing effort in reducing its high
level of problem loans, its sound capitalisation and ample
liquidity. The BCA also reflects the expected positive impact on
asset quality and profitability coming from the acquisition of 620
branches from Intesa Sanpaolo S.p.A.

The principal methodology used for this review was Banks
Methodology published in November 2019.


BRUNELLO BIDCO: Moody's Assigns B3 CFR on TeamSystem Acquisition
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and B3-PD probability of default rating to Brunello Bidco S.p.A.
(TeamSystem or the company) following the company's announcement of
its planned acquisition of Italian enterprise software provider
TeamSystem. Concurrently, Moody's has assigned B3 ratings to the
proposed EUR1.15 billion senior secured fixed-rate and
floating-rate notes due 2028 borrowed by Brunello Bidco S.p.A., the
proceeds of which will be used, alongside equity, to fund the
proposed acquisition of TeamSystem and refinance TeamSystem's
existing debt, among other uses. The outlook is stable.

TeamSystem's ratings for its existing capital structure, assigned
at TeamSystem Holding S.p.A. and TeamSystem S.p.A, remain unchanged
and will be fully withdrawn upon closing of the transaction and
full repayment of the existing debt facilities. Moody's has
withdrawn the CFR (corporate family rating), PDR (probability of
default rating) and outlook of TeamSystem Holding S.p.A.

"TeamSystem is adequately positioned in the B3 rating category,
reflecting its solid track record of growth, which we expect will
continue given the attractive characteristics of the Italian ERP
market and the company's strong positioning among its local peers"
said Fabrizio Marchesi, Vice President and Moody's lead analyst for
the company. "That said, the rating also reflects concerns about
the company's exposure to small- and medium-sized enterprises
(SMEs), in the context of a challenging and uncertain economic
environment, as well as TeamSystem's high leverage and aggressive
financial policy and whether the company would look to refinance
the Holdco Private Notes issued by its parent in the future, which
would delay deleveraging" added Mr. Marchesi.

RATINGS RATIONALE

The B3 CFR and stable outlook reflect (1) TeamSystem's leading
player status in Italian ERP software for professionals and SMEs,
with strong market share of around 41% across several sub-markets;
(2) the complexity of Italian tax, payroll and accounting
frameworks, which drive demand for frequent software upgrades and
also provide a degree of protection against larger international
software vendors, although some of these do serve larger Italian
SMEs; (3) significant recurring revenue and low churn supporting
revenue visibility; and (4) a strong history of both organic and
acquisition-driven revenue and EBITDA growth, with TeamSystem
continuing to take share from a long tail of small local
competitors.

Conversely, the CFR is constrained by the company's (1) high degree
of geographic concentration, with revenue generated only in Italy;
(2) limited degree of product diversification, given its focus on
ERP; (3) significant exposure to SMEs, which are more sensitive to
deteriorating economic conditions; and (4) the risk of releveraging
from debt-funded acquisitions or shareholder-friendly actions.

Moody's expects that TeamSystem will continue to grow its top-line,
thanks to its strong market position, increasing digitalization
among its customer base, continued annual price increases, as well
as the impact of of certain acquisitions, with revenue rising
towards EUR480 million in 2021, from around EUR420 million in 2020.
As a result of this revenue growth, in combination with cost
savings initiatives, Moody's forecasts that TeamSystem's
company-adjusted EBITDA will rise to EUR194 million in 2021, from
around EUR180 million in 2020, and that its Moody's-adjusted EBITDA
will improve to EUR177 million in 2021, from EUR159 million in
2020. All 2020 figures quoted above do not include proforma
adjustments for acquisitions made in 2020. The rating agency thus
expects that the company's Moody's-adjusted leverage will improve
from 7.9x at transaction close (or 7.5x including the proforma
impact of 2020 acquisitions) to 7.1x at December 2021 and 6.0x at
December 2022, though the speed of deleveraging will depend on
management's acquisition strategy and whether it pursues
shareholder-friendly actions, including the repayment of the Holdco
Private Notes raised at Brunello Midco 2 S.p.A.

Moody's forecasts that TeamSystem's Moody's-adjusted free cash flow
(FCF) generation will be limited in 2021, at around EUR15-20
million, given the incurrence of certain exceptional costs related
to operational restructuring and reflecting the likelihood that
interest on the Pay-If-You-Want (PIYW) Holdco Private Notes will be
paid in cash over their lifetime. That said, Moody's expects the
company's FCF generation will improve from only 1% of
Moody's-adjusted debt in 2021, towards 5% in 2022 and 6-7% in
2023.

At transaction close, TeamSystem will be controlled by private
equity firms Hellman & Friedman (85%) and HgCapital (8%), with the
remaining 7% of share capital held by management. As is often the
case in highly levered, private-equity-sponsored deals, owners have
a high tolerance for leverage/risk and governance is comparatively
less transparent when compared to publicly-traded companies, often
with relatively limited board diversification. Here, Moody's
highlights TeamSystem's high Moody's-adjusted leverage of 7.5x at
transaction close, which does not include the additional EUR300
million of Holdco Private Notes raised by Brunello Midco 2 S.p.A.
The rating agency has excluded the Holdco Private Notes from
Moody's-adjusted leverage calculations as they are Pay-If-You-Want
(PIYW), structurally subordinated instruments raised outside the
Brunello Bidco S.p.A. restricted group, which do not benefit from
guarantees or security from entities inside the Brunello Bidco
S.p.A. restricted group (apart from second priority share pledges
over shares of Brunello Bidco S.p.A.).

LIQUIDITY

Moody's consider TeamSystem's liquidity to be adequate and
supported by (1) access to a fully undrawn EUR180 million
super-senior revolving credit facility (RCF) at closing of the
transaction and (2) improving cash flow generation from 2022
onwards. Moody's expect the group will maintain significant
headroom against the springing senior secured net leverage covenant
which is set at 9.98x and tested when the RCF is drawn by more than
40%. A breach of this covenant would trigger a draw-stop on new
money drawings.

STRUCTURAL CONSIDERATIONS

The proposed capital structure includes EUR1.15 billion of senior
secured fixed-rate and floating-rate notes due 2028, as well as a
EUR180 million super-senior RCF due in 2027. The security package
provided to senior secured lenders is ultimately limited to pledges
over shares, bank accounts, and intercompany receivables. The B3
rating assigned to the proposed senior secured notes is in line
with the CFR reflecting the size of the super-senior RCF ranking
ahead. The B3-PD probability of default rating is at the same level
as the CFR, reflecting our assumption of a 50% family recovery
rate.

RATING OUTLOOK

The stable outlook reflects Moody's expectations of continued
organic growth in revenue and Moody's-adjusted EBITDA over the next
12 to 18 months, as well as improvements in annual Moody's-adjusted
FCF generation towards mid-single digits as a percentage of
Moody's-adjusted debt. The outlook also assumes no material
releveraging from opening levels from any future acquisitions, debt
refinancing, or shareholder distributions, as well as the company
maintaining an adequate liquidity profile.

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

Positive pressure on the ratings could develop if TeamSystem
continues to record growth in revenue and Moody's-adjusted EBITDA,
leading to a decline in Moody's-adjusted leverage to below 6.0x,
with Moody's-adjusted FCF/debt rising to above 5%, both on a
sustained basis. The leverage required for a positive rating action
would also take into consideration the Holdco Private Notes raised
at Brunello Midco 2 S.p.A and any eventual repayment or refinancing
that would lead to a releveraging of the company's capital
structure. Any positive rating action would also depend on the
company maintaining healthy liquidity and the company's financial
policy. Positive rating action would be less likely in the event of
material debt-funded acquisitions or shareholder distributions.

Conversely, negative rating pressure could occur if expected
organic revenue and EBITDA growth does not materialize or churn
increases; Moody's-adjusted leverage is above 7.5x on a sustained
basis; FCF generation turns negative for a sustained period; or the
company's liquidity deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
Industry published in August 2018.

COMPANY PROFILE

TeamSystem is a provider of ERP software to SMEs and professionals
in Italy. It designs, develops and installs different lines of
integrated ERP systems covering largely accounting, tax, legal and
payroll management software solutions. The group also provides
vertical-specific software solutions and training (CAD/CAM,
education and other) for sectors such as manufacturing, retail and
construction. It operates through direct commercial branches and
via indirect channels such as value-added resellers. In 2019,
TeamSystem recorded revenue of EUR376 million and company-adjusted
EBITDA of EUR146 million.


CASSA CENTRALE: Moody's Completes Review, Retains Ba1 Rating
------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Cassa Centrale Banca S.p.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on January 20, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations.

The Baa1 long-term deposit rating and Ba1 long-term issuer rating
of Cassa Centrale Banca S.p.A. (CCB) are driven by the bank's
baseline credit assessment (BCA) and Adjusted BCA of ba1, the
extremely low and moderate loss given failure for deposits and
senior debt, under Moody's Loss Given Failure (LGF) analysis which
result in three notches and zero notch of uplift respectively, and
Moody's assessment of a low probability of government support
resulting in no further uplift.

CCB's ba1 BCA reflects the group's high level of nonperforming
loans (NPLs) and weak recurring profitability, mitigated by its
sound capitalisation and good liquidity.

The principal methodology used for this review was Banks
Methodology published in November 2019.


CREDIT AGRICOLE: Moody's Completes Review, Retains Ba1 BCA
----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Credit Agricole Italia S.p.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on January 20, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations.

Credit Agricole Italia S.p.A.'s (CA Italia) Baa1 long-term deposit
ratings reflect the bank's standalone creditworthiness, expressed
by a Baseline Credit Assessment (BCA) of ba1; a very high
probability of affiliate support from its parent, Credit Agricole
S.A. (CASA, Aa3/ Aa3, baa2), which results in a three-notch uplift,
leading to an Adjusted BCA of baa1; and the application of Moody's
Advanced Loss Given Failure (LGF) analysis, which results in no
uplift because the debt rating of the Government of Italy (Baa3)
constrains the bank's ratings to two notches above the sovereign
rating.

The ba1 BCA mainly reflects the bank's large stock of problem
loans, modest profitability and moderate capital level. Moody's
expects the deteriorating operating environment stemming from the
coronavirus pandemic in Italy to weigh on CA Italia's asset quality
and profitability.

The principal methodology used for this review was Banks
Methodology published in November 2019.


CREDITO VALTELLINESE: Moody's Completes Review, Retains Ba3 Rating
------------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Credito Valtellinese S.p.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on January 20, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations.

The Ba3 deposit rating and B2 senior unsecured debt rating are
driven by its standalone Baseline Credit Assessment (BCA) of b1; a
one-notch positive adjustment and a one-notch negative adjustment
for deposits and senior unsecured debt, respectively, according to
Moody's Loss Given Failure (LGF) analysis; and (3) a low
probability of government support, which result in no rating
uplift.

Creval's b1 BCA reflects the bank's historical high asset risk and
recent improvement, high capital ratio and low profitability, as
well as moderate, and improving, liquidity. Moody's expects the
deteriorating operating environment stemming from the coronavirus
pandemic in Italy to weigh, similar to other Italian banks, on
Creval's asset quality and profitability.

The principal methodology used for this review was Banks
Methodology published in November 2019.


MEDIOCREDITO TRENTINO: Moody's Completes Review
-----------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Mediocredito Trentino-Alto Adige S.p.A. and other
ratings that are associated with the same analytical unit. The
review was conducted through a portfolio review discussion held on
January 20, 2021 in which Moody's reassessed the appropriateness of
the ratings in the context of the relevant principal
methodology(ies), recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations.

The Baa3 long-term deposit rating and Ba1 issuer rating of
Mediocredito Trentino-Alto Adige S.p.A. (Mediocredito) reflect the
bank's Baseline Credit Assessment (BCA) of ba3 as well as extremely
low and very low loss-given-failure, leading to three and two
notches of uplift, respectively, and our assessment of a low
probability of government support resulting in no further uplift.

The ba3 BCA of Mediocredito reflects: the bank's monoline business
and high asset risk which will be under pressure because of the
deteriorated economic environment. The bank benefits from high
capital ratios and ongoing funding support from shareholder mutual
banks operating in Northeast Italy.

The principal methodology used for this review was Banks
Methodology published in November 2019.


MILIONE SPA: Moody's Completes Review, Retains Ba1 CFR
------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Milione S.p.A. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on January 19, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations.

Milione S.p.A. (Milione) is the holding company of SAVE S.p.A., the
concessionaire operating the Venice and Treviso airports and the
third-largest airport group in Italy. Milione's Ba1 corporate
family rating and senior secured rating is supported by the strong
fundamentals and favourable competitive position of its managed
airports, albeit with some transmodal competition for domestic
traffic. Moody's rating is also underpinned by the strength of
SAVE's service area, the high proportion of origin and destination
passengers characterised by a significant component of European
travelers, and a diversified carrier base with no meaningful
exposure to weak airlines.

These strengths are balanced by a financial profile that is one of
the most leveraged amongst rated European airports and the
concentration of debt maturities over the 2025-26 period, which
heightens refinancing risks. In addition, SAVE's fundamentals are
susceptible to downside risks linked to the consequences of the
coronavirus pandemic, which has resulted in severe reduction in
passenger traffic since March 2020, with highly uncertain recovery
prospects.

The principal methodology used for this review was Privately
Managed Airports and Related Issuers published in September 2017.


MONTE DEI PASCHI: Moody's Completes Review, Retains B1 Rating
-------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Banca Monte dei Paschi di Siena S.p.A. and other ratings
that are associated with the same analytical unit. The review was
conducted through a portfolio review discussion held on January 20,
2021 in which Moody's reassessed the appropriateness of the ratings
in the context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations

The B1 deposit rating and Caa1 long term senior unsecured rating of
Banca Monte dei Paschi di Siena (MPS) reflect the bank's standalone
Baseline Credit Assessment (BCA) of b3, very low and high
loss-given-failure resulting in two notches of uplift and one notch
negative adjustment respectively, and Moody's assessment of a low
probability of government support resulting in no further uplift.

The b3 BCA reflects its weak capital and profitability, and reduced
asset risk. It also reflects the bank's adequate liquidity and our
view that its capitalisation remains vulnerable to potential losses
and large litigation costs. Moody's assessment also includes a
one-notch negative adjustment to the BCA for corporate behavior to
reflect the continued uncertainty over the bank's strategy going
forward.

MPS Capital Services is the corporate and investment banking
subsidiary of Banca Monte dei Paschi di Siena S.p.A. MPSCS' B1
long-term deposit rating and b3 standalone baseline credit
assessment (BCA) are aligned with those of MPS, reflecting our view
that MPSCS is Highly Integrated and Harmonized (HIH) with MPS and
that its standalone characteristics have limited credit
significance.

The principal methodology used for this review was Banks
Methodology published in November 2019.


PRO-GEST SPA: Moody's Hikes CFR to Caa1 & Alters Outlook to Pos.
----------------------------------------------------------------
Moody's Investors Service has upgraded Pro-Gest S.p.A.'s corporate
family rating to Caa1 from Caa2, its probability of default rating
to Caa1-PD from Caa2-PD and the rating on the company's EUR250
million guaranteed senior unsecured notes due 2024 to Caa2 from
Caa3. Pro-Gest is an Italian vertically integrated producer of
recycled paper, containerboard, corrugated cardboard and packaging
solutions. The outlook on all ratings has been revised to positive
from negative.

"The ratings upgrade with a positive outlook reflects the
improvement in the company's capital structure and liquidity
profile following the issuance of new private debt provided by
Carlyle's Global Credit Fund, our expectation for performance
recovery stemming from the reopening of the Mantova plant and
stabilization of selling prices, although the pace of such recovery
remains uncertain," says Donatella Maso, a Moody's Vice President
-- Senior Analyst and lead analyst for Pro-Gest.

RATINGS RATIONALE

On December 23, 2020, Pro-Gest announced the issuance of EUR125
million privately placed senior secured notes due 2025 provided by
Carlyle's Global Credit Fund and the commitment from Carlyle for
additional up to EUR75 million notes to be issued by the end of
2021. Moody's views this refinancing transaction as credit positive
because it has simplified the company's capital structure and
improved its liquidity profile with the repayment of all debt
instruments containing financial covenants. The additional
committed EUR75 million funds will support the company strategic
growth plan. However, the cost of the new notes, which is
significantly higher than the debt repaid, will offset the benefits
of removing the amortising debt from the structure. Furthermore,
the new liquidity will be sufficient only if the company
successfully executes its growth plan including the ramp-up of
Mantova, following the authorization to resume the production in
November 2020, while ongoing reliance on short term uncommitted
credit lines will continue to weigh on the company's liquidity.

Pro-Gest also obtained the authorisation to repay the EUR47.5
million antitrust fine for engaging in alleged anti-competitive
practices in 30 monthly instalments instead of 20, another credit
positive. The payment could be resumed after the hearing on the
appeal of the merit requesting the annulment or reduction of the
fine, scheduled for March 2021, where the company could appeal in
case of negative outcome.

Pro forma for the new capital structure, Pro-Gest's gross leverage,
as adjusted by Moody's, is expected to be high at around at 7.6x at
2020 year-end. However, the company has the potential to show good
progression towards deleveraging below the upgrade trigger of 6.5x
in the next 12 to 18 months but also to improve the other credit
metrics, as its operating performance will benefit from the ramp up
of Mantova's paper mill, and the expected improvement of the
underlying trading conditions, following first signs of price
stabilisation in the market. The future contribution of Mantova to
the group earnings remains however uncertain at this stage in the
context of the prolonged partial lockdowns imposed by the Italian
government to tackle the coronavirus pandemic and the recovery in
the macro conditions for the country which could affect the near
term developments in demand but also prices and ultimately affect
the pace of recovery.

Moody's notes that in the first nine months of 2020, Pro-Gest's
core revenues and EBITDA dropped by only 5% and 6% respectively
year-over-year. The performance indicates some resilience to the
pandemic as majority of the company's earnings are generated in the
stable food and pharma end-markets. However, these trends add to
2019, which was the weakest year of trading since the assignment of
the rating.

LIQUIDITY

Pro-Gest's liquidity remains weak although improving. Pro forma for
the funds from Carlyle and as of October 2020, the company has
access to EUR49 million of balance sheet cash and EUR75 million of
committed funds which are expected to be drawn during 2021 to
support's strategic growth project. Furthermore Pro-Gest has no
material amortising debt until 2024, when the senior unsecured
notes are due and no financial covenants. However, the company
continues to rely on uncommitted short term lines to fund its near
term liquidity needs including the working capital required for the
ramp-up of Mantova, the anti-trust fine, and capital investments.
The company currently utilises EUR105 million of uncommitted
facilities out of EUR160 million total lines available. Moody's
expects Pro-Gest will be able to reduce the utilization of these
lines if its performance recovers, thus improving its liquidity.

STRUCTURAL CONSIDERATIONS

The Caa1-PD PDR is in line with the CFR. This is based on a 50%
family recovery rate, as typical for transactions with both bond
and bank debt. The Caa2 rating on the senior unsecured notes due
2024 is one notch below the CFR, reflecting the large amount of
debt ranking senior or sitting at operating subsidiaries that are
not guaranteeing the notes and considered senior to the notes.

The 2024 notes are unsecured and guaranteed by the issuer and
certain subsidiaries, which accounted for 63% of total assets on an
aggregated basis, 86% of consolidated revenue and other income, and
75% of EBITDA on an aggregated basis as of September 2020.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook on Pro-Gest's ratings reflects Moody's
expectation that the company's operating performance will improve
in the next 12 to 18 months on the back of the restart of Mantova
and improving trading conditions, which will result in improved
credit metrics and liquidity.

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

Upward pressure on the ratings could develop if Pro-Gest's
operating performance steadily recovers driven by increasing
volumes and selling prices and the successful ramp-up of Mantova
which will result in its EBITDA margin to increase towards the high
teens in percentage terms; its Moody's-adjusted debt/EBITDA to fall
below 6.5x on a sustainable basis; its free cash flow generation to
materially improve; and in a lower reliance on uncommitted lines.

Conversely, downward pressure on the ratings could develop if the
company's operating performance deteriorates resulting in weakening
credit metrics and liquidity.

LIST OF AFFECTED RATINGS:

Issuer: Pro-Gest S.p.A.

Upgrades:

- LT Corporate Family Rating, Upgraded to Caa1 from Caa2

- Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD

- Backed Senior Unsecured Regular Bond/Debenture, Upgraded to
   Caa2 from Caa3

Outlook Action:

- Outlook, Changed To Positive From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products Industry published in October 2018.

COMPANY PROFILE

Headquartered in Treviso (Italy), Pro-Gest S.p.A. is an Italian
vertically integrated producer of recycled paper, containerboard,
corrugated cardboard and packaging solutions. The company operates
three recycling plants, six paper mills, four corrugators, eight
packaging plants, and two tissue converting plants or overall 23
production facilities, all located in Italy, and employs over 1,100
people.

For the last twelve months ended September 30, 2020, Pro-Gest
reported core revenues of around EUR409 million and EBITDA of EUR75
million (as adjusted by Moody's, before the disposal proceeds). The
company is owned by the Zago family, who founded Pro-Gest in 1973.


TEAMSYSTEM HOLDING: S&P Assigns Prelim. 'B-' ICR; Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' ratings to
TeamSystem Holding S.p.A.'s holding company, Brunello Bidco, and
its proposed EUR1.15 billion senior secured notes, with a recovery
rating of '3' indicating our expectation of meaningful recovery of
about 50% in the event of a default.

S&P said, "The outlook is stable because we expect TeamSystem will
achieve top-line growth of 7%-9% in 2021-2022, supported by
increasing cloud adoption, while adjusted EBITDA margins decline
100 basis points (bps) to 300 bps linked to acquisitions and
one-off expenses for cost-savings initiatives; we project adjusted
leverage at about 10x in 2021 and 8x in 2022."

H&F fund IX is acquiring TeamSystem from H&F fund VII through
Brunello Bidco financed by EUR1.15 billion of senior secured notes,
EUR300 million payment-in-kind (PIK) toggle notes, and a EUR180
million revolving credit facility (RCF) in January 2021.

S&P thinks TeamSystem will have a highly leveraged post-transaction
capital structure and, aggressive financial policy under Hellman &
Friedman's ownership, alongside its niche focus on small and
midsize enterprises (SMEs) in Italy, and generally shorter customer
contracts than peers'.

However, TeamSystem has a leading position in the enterprise
resource planning (ERP) market for SMEs, mission critical products,
loyal and diversified customer base with less than 8% turnover,
high recurring revenue of about 80%, as well as a solid track
record, growth prospects, profit margins, and cash conversion.

S&P said, "A highly leveraged capital structure and aggressive
financial policy constrain the rating. We forecast TeamSystem's S&P
Global Ratings-adjusted leverage will reach about 10x in 2021
following the recapitalization, compared with 7.9x in 2019 and
10.2x in 2018, partly due to an increase in nonrecurring costs in
2021. However, even before nonrecurring costs, we forecast
comparably high adjusted leverage of 8.5x-9.0x in 2021. We treat
the PIK notes as debt and expect TeamSystem will pay regular cash
interest to noteholders, although the company will have the
flexibility to defer the interest, leading to better cash
preservation in a potential operating stress scenario. We also
deduct capitalized research and development (R&D) costs as
operating expenses in our leverage calculation, in line with our
approach for TeamSystem's peers. We regard the company's capital
structure and financial policy as aggressive in line with similarly
rated peers like Dutch ERP provider Exact, because of its sustained
high leverage and appetite for acquisitions. TeamSystem has pursued
a series of acquisitions in the past few years to consolidate its
market leading position and enrich its product offering. As a
result, it had accumulated about EUR158 million of liabilities to
minority shareholders as of Sept. 30, 2020, EUR125 million to be
paid during the refinancing. We think mergers and acquisitions
(M&A) will likely continue because of the still fragmented Italian
ERP market for SMEs and TeamSystem's focus on expanding its product
suite, particularly in cloud solutions, thereby potentially
limiting deleveraging prospects. That said, TeamSystem's cash flow
profile supports the rating; we forecast free operating cash flow
(FOCF) will be higher than EUR30 million in 2020-2021 and EUR60
million in 2022, with FOCF to debt at about 2% and 4%
respectively."

TeamSystem's business risk profile is supported by its leading
market position, mission critical products, high recurring revenue
of about 80%, and loyal customer base. As the leading software
vendor in Italy's ERP market for SMEs, TeamSystem is much larger
than its closest competitor and has consistently made market share
gains in the past decade. The company currently serves more than
1.6 million customers, and with very limited concentration on
specific customer groups and industries. Its top 10 customers
account for only about 3.1% of total revenue. S&P said, "We think
TeamSystem's ERP solutions are mission critical for SMEs and
professionals, and are deeply embedded in their operations,
resulting in relatively high switching costs, considering the
training and implementation required for new software suites and
associated risks on data migration. This is reflected in the
company's overall low customer turnover rate of less than 8%, which
is largely in line with other ERP peers like Exact and Unit4.
Furthermore, we think TeamSystem's established market brand, solid
product offering developed in the past four decades, continued
expansion in cloud solutions, and complex local regulatory
environment will help insulate its competitive position and create
a relatively high barrier for new entrants."

Continued cloud migration and digitalization support sound organic
growth and profit margins. S&P said, "We think SMEs' increasing
interest in cloud solutions and digitalization will continue to
fuel TeamSystem's topline, which we expect will increase by 7%-9%
in the short to medium term, largely in line with growth in the
past three years. The trend is particularly evident during 2020,
with TeamSystem's cloud revenue share estimated at about 38% by the
end of 2020 compared with 28.8% in 2019. This is also supported by
favorable regulations to drive digitalization, like compulsory
e-invoicing which started in Italy in January 2019. Given that
TeamSystem's rapidly expanding microbusiness segment and cloud
solutions typically enjoy better margins, we think the company's
reported EBITDA margin (excluding nonrecurring costs) will continue
to improve and our adjusted margin will remain well above the peer
average of 25%-30%."

TeamSystem's niche focus on SMEs in Italy and short customer
contracts constrain its business risk profile. S&P said, "We think
TeamSystem's niche focus on SMEs with less than 500 employees,
particularly in the microbusiness segment, could make it more
vulnerable in economic downturns than vendors serving large
enterprises; this is because of SMEs' higher failure rate.
TeamSystem's revenue from microbusinesses more than doubled to
about EUR54 million in 2019, accounting for about 14% of total
revenue, and this share increased to about 16.5% in the first nine
months of 2020. Although TeamSystem's expansion in the
microbusiness segment resulted in a sound organic top-line growth
of about 10% in 2019 compared with about 6% in 2018, we think in
the long term this could lead to increased revenue and profit
volatility. This is demonstrated by the higher customer turnover in
the microbusiness segment, at more than 10% compared with about
7.4% in the professional segment and 5.7% for SMEs. We think this
risk could be exacerbated by TeamSystem's geographic concentration
in Italy and typically short customer contracts. TeamSystem's
direct subscription contracts are generally limited to one year
with auto-renewal clauses, and direct contracts with
microbusinesses are prepaid on an annual basis. Furthermore, we
think scale is important for software companies because of the
sound R&D investment needed to maintain the competitive advantage
on product offerings and accommodate fast technological changes.
With annual revenue of less than EUR500 million, TeamSystem is much
smaller than diversified global ERP vendors like Oracle or SAP,
limiting its ability to undertake large R&D projects and compete
for enterprise clients, which is a much larger total addressable
market."

S&P said, "The stable outlook reflects our view that TeamSystem's
topline will increase by 7%-9% in 2021-2022, supported by rising
cloud adoption, while adjusted EBITDA margins moderately decline by
100 bps-300 bps in 2021 because of the lower margin of newly
acquired business and higher nonrecurring costs related to planned
cost-savings initiatives. This is expected to result in adjusted
leverage of about 10x in 2021 before deleveraging toward 8x in
2022.

"We see rating downside as remote, given the company's sound
liquidity and cash flow generation. We could lower the rating if
TeamSystem's FOCF turns negative and remains that way for a long
period, or it experiences liquidity pressure or tight covenant
headroom of less than 10%. This could happen if the company loses
customers due to increased competition and economic volatility.

"Rating upside could be limited by TeamSystem's aggressive M&A
strategy and financial sponsor ownership. However, we could raise
the rating if TeamSystem's adjusted leverage falls below 8x, and
FOCF to debt stays higher than 5% on a sustained basis."




===================
K A Z A K H S T A N
===================

ATF BANK: Moody's Lowers BCA to Caa2 Following Jusan Takeover
-------------------------------------------------------------
Moody's Investors Service has affirmed the global scale B2/Not
Prime issuer ratings of First Heartland Securities, JSC (FHS) and
its national scale long-term issuer rating of Ba2.kz. Concurrently,
the rating agency has affirmed the B2 long-term bank deposit
ratings of ATF Bank and all its other ratings and assessments,
except its Baseline Credit Assessment, which was downgraded to caa2
from caa1. The outlook on ATF Bank's B2 long-term bank deposit
ratings, its issuer outlook and the outlook on FHS' B2 long-term
issuer ratings remained stable.

The rating action follows the earlier announcement of ATF Bank's
takeover and its immediate recapitalization by First Heartland
Jusan Bank JSC (Jusan), FHS' core operating entity.

A List of Affected Credit Ratings is available at
https://bit.ly/3cgmtpj

RATINGS RATIONALE

The affirmation of the two entities' ratings with a stable outlook
reflects Moody's view that Jusan's takeover of a 99.76% stake in
ATF Bank has restored ATF Bank's solvency and will increase the
systemic importance of the new banking conglomerate. These factors
and FHS' strong capital position before ATF Bank's takeover will
offset the negative pressure on FHS' standalone credit profile from
acquiring a fundamentally weaker financial institution and its
subsequent recapitalization.

The downgrade of ATF Bank's BCA reflects Moody's assessment that
the bank would have been insolvent without the capital injection
from Jusan, along with the remaining uncertainty over its asset
quality and capital position after the acquisition, and the
negative impact of the recent deposit outflows on the bank's
funding and liquidity profile.

First Heartland Securities, JSC

Before ATF Bank's takeover, FHS was rich in capital and liquidity,
which should enable Jusan, the group's core operating entity, which
accounts for a majority of FHS' assets and liabilities, to restore
ATF Bank's capital position above the regulatory minima while
preserving the group's good solvency metrics: as of 1 December
2020, Jusan reported a regulatory Tier 1 capital ratio of 37.6% and
a total capital ratio of 54.6%. Although Jusan's capital adequacy
will weaken, Moody's expects its tangible common equity to remain
above 11% of the group's risk-weighted assets and its liquid assets
to remain above 50% of the group's total assets, which are rather
strong metrics for FHS' rating category. The negative pressures
stemming from the takeover of the insolvent bank are also offset by
the opportunity to expand the bank's scale and diversify its
operations, as well as by the substantially increased systemic
importance of the newly created banking conglomerate.

ATF Bank

Moody's views ATF Bank's capital position as untenable prior to its
acquisition by Jusan, and the capital injection by the new
shareholder allowed the bank to avoid its failure. As part of the
acquisition deal, ATF Bank created KZT124 billion additional loan
loss provisions (equivalent to its entire shareholders' equity
under IFRS prior to the acquisition) and received a KZT97 billion
capital injection from Jusan, which restored ATF Bank's loss
absorption capacity [1]. As of year-end 2019 (the date of the
bank's latest audited IFRS report), ATF Bank's large stock of
problem loans exceeded its bank's combined equity and loan loss
reserves buffer.

HIGH PROBABILITY OF AFFILIATE SUPPORT FROM FHS TO ATF BANK

ATF Bank's Adjusted BCA of caa1 benefits from one notch of uplift
above its caa2 BCA, given Moody's assessment of a high probability
of affiliate support from FHS. This assessment reflects the fact
that Jusan, FHS' core operating subsidiary, controls a 99.76% stake
in ATF Bank, offset by ATF Bank's high share in the group's assets,
which constrains the group's capacity to support it in case of
need, and the lack of certainty regarding the group's strategy with
respect to ATF Bank.

HIGH PROBABILITY OF GOVERNMENT SUPPORT FOR BOTH ATF BANK AND FHS

Additional two notches of uplift within ATF Bank's B2 deposit
ratings above its caa1 Adjusted BCA result from Moody's assessment
of a high probability of support from the Government of Kazakhstan
(Baa3 positive). FHS' B2 ratings also benefit from a high
probability of government support.

Moody's continues to assess the probability of each entity
receiving support from the Government of Kazakhstan, in case of
need, as being high, given that the takeover will further increase
their individual and joint systemic importance: the conglomerate's
combined market share by assets of around 10% makes it Kazakhstan's
third-largest banking group.

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

FHS' ratings could be upgraded, if the group successfully
integrates ATF Bank and establishes a track record of healthy
profitability while maintaining good solvency and liquidity
metrics. Negative rating pressure could develop from a significant
deterioration in the group's profitability or capital.

ATF Bank's ratings could be upgraded, if a decision is made to
legally merge it with the financially stronger Jusan, also
effectively increasing ATF Bank's systemic importance. A downgrade
of ATF Bank's ratings could result from a significant deterioration
in its capital or liquidity position.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in November 2019.




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

KLEOPATRA HOLDINGS 1: S&P Hikes ICR to 'B' on Proposed Refinancing
------------------------------------------------------------------
S&P Global ratings raised its rating on Kleopatra Holdings 1 S.C.A.
(KH1) and subsidiaries to 'B' from 'B-' and assigned a 'B' issue
rating to the proposed senior secured term loan B, with a recovery
rating of '3'. S&P will withdraw its ratings on the existing debt
instruments once the refinancing is completed.

S&P said, "The stable outlook reflects our belief that KH1 will
generate adjusted free operating cash flow (FOCF) of over EUR80
million and maintain adjusted debt to EBITDA at about 7.5x during
the next 12 months, supported by its strong market positions and
efficiency initiatives.

"The proposed refinancing will extend the group's debt maturity
profile.  Our 'B' issuer credit rating reflects KH1's pro forma
capital structure after the completion of its proposed refinancing.
We understand that KH1 will use the proceeds from the new debt to
repay its EUR1.4 billion senior secured term loan due June 2022 and
redeem its EUR395 million PIK notes (EUR473 million outstanding)
due June 2023; the remainder of proceeds will fund transaction
costs and accrued interest. The group is also refinancing its
currently undrawn EUR150 million RCF due May 2022 with a new EUR150
million RCF due 2025, which is expected to be undrawn at
transaction closing.

"In our view, continued efficiency improvements will support EBITDA
growth and solid FOCF.   KH1 has improved its operating performance
recently by increasing production efficiency, tightening its grip
on exceptional costs, improving its product mix, and focusing on
pricing discipline. As a result, we estimate S&P Global
Ratings-adjusted debt to EBITDA at about 8x for 2020, coupled with
about EUR100 million-EUR105 million of adjusted FOCF. The group has
identified further opportunities for efficiency improvements that
it expects to realize over 2021-2023. We therefore forecast that
debt to EBITDA will improve to about 7.5x by year-end 2021 and to
about 7.1x by year-end 2022. Although the cash interest payment on
the PIK notes in January 2021 depresses our FOCF forecast for 2021
to EUR60 million-EUR65 million, we anticipate that FOCF will return
to EUR90 million-EUR100 million in 2022. For our credit metrics, we
assume that the proposed refinancing is successfully completed by
mid-February 2021.

"KH1 remains exposed to changes in raw material prices, energy
costs, and foreign exchange rates.   We expect resin prices to
increase in 2021. Given that only around 35% of KH1's sales volumes
are subject to price-adjustment clauses (mostly on a quarterly
basis), resin price increases could hurt EBITDA margins, if KH1 is
unable to pass these on to customers. This risk is mitigated by
KH1's ongoing pricing discipline.

"The stable outlook reflects our expectation that KH1 will generate
adjusted FOCF of over EUR80 million and maintain adjusted debt to
EBITDA at about 7.5x during the next 12 months, supported by its
strong market positions and efficiency improvements."

S&P could take a negative rating action if:

-- KH1's credit metrics (including interest cover and adjusted
leverage) or FOCF weakened significantly, resulting in debt to
EBITDA above 7.5x or FFO cash interest coverage below 2.0x. This
could result from operational underperformance due to an increase
in costs, fiercer competition, or difficulties in passing on rising
raw material costs to customers.

-- S&P's  assessment of KH1's financial policy were to indicate an
elevated risk of leverage increasing beyond its base-case forecast,
for example due to large debt-funded acquisitions or shareholder
distributions.

S&P could take a positive rating action if the following conditions
were all met:

-- Debt to EBITDA decreased and stayed sustainably below 5x, and

-- KH1 committed to a financial policy consistent with such credit
metrics.


KLEOPATRA HOLDINGS 2: Moody's Rates New Secured Bank Loans 'B2'
---------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and the B3-PD probability of default rating of Kleopatra
Holdings 2 S.C.A (KP, company). Moody's has also assigned B2
instrument ratings to the new senior secured bank facilities due
2025 and 2026 issued by Kleopatra Finco S.a.r.l., KP Germany Erste
GmbH and Klockner Pentaplast of America, Inc. The outlook is
stable.

The proceeds are used to refinance the existing senior secured term
loans and senior secured revolving credit facility of KP as well as
the PIK notes at Kleopatra 1 S.C.A., a parent of KP and outside the
rated restricted group of KP.

RATINGS RATIONALE

The rating reflects the company's high estimated 2020
Moody's-adjusted debt/EBITDA pro-forma for the refinancing, which
rises to 7.9x from the actual 6.4x as of the last twelve months to
September 2020 due to the refinancing of the PIK notes with
additional debt at KP. However, it also reflects the strong
progress made during 2020 in improving the company's profitability,
leverage and cash flow profile as well as Moody's expectation that
the company will remain on a deleveraging path with ongoing
positive free cash flow. While the company's recent track record of
cost and efficiency improvements as well as growth investments
suggest further EBITDA growth potential, future improvements are
possibly more challenging to achieve in a competitive industry,
with some execution risk, and as the company seeks to further
improve margins.

The rating also continues to reflect (1) the ongoing challenge to
manage at times volatile raw material prices; and (2) the
competitive market environment and some challenges stemming from
the consumer- and regulation-driven efforts to improve the
sustainability of plastic packaging and possibly transition away
from plastic wherever possible, particularly in Europe. However,
the rating also considers the company's (1) position as a large and
diversified plastic packaging provider in both primary and
secondary packaging with a focus on films and, to a lesser extent,
trays; (2) different end-markets, including less cyclical
end-markets such as food or pharma applications; and (3) balanced
geographical profile, although with some focus on Europe. The
company also has limited customer concentration.

The company's liquidity position is good and supported by the new
fully undrawn and committed EUR150 million revolving facility due
2025, ca. EUR88 million of cash on a pro-forma basis as of
September 2020, ongoing free cash flow generation and limited
seasonality in cash flows. The company will not have any larger
debt maturities until 2025/26. The company uses a range of
non-recourse factoring facilities with EUR189 million outstanding
as of September 2020. After renewals earlier in the year the
facilities are all committed for several years. The company also
has local facilities (EUR74 million as of September 2020 of which
EUR11 million are due within the next 12 months). There is one
financial maintenance covenant related to the RCF, which is only
tested if the RCF is drawn by more than 40% (net of cash), and
Moody's expects the company to maintain sufficient headroom under
this covenant (if it were to be tested).

The senior secured facilities ratings at B2 are one notch above the
CFR as they rank ahead of the senior unsecured debt in the capital
structure. The security package includes comprehensive security in
the US and UK, amongst other, and actual guarantor coverage above
70% as of and for the nine months to September 2020 (further tested
annually).

The stable outlook reflects Moody's expectation of gradual EBITDA
growth, deleveraging and solid free cash flow generation.

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

The rating could be upgraded if the company manages to reduce its
Moody's-adjusted debt/EBITDA sustainably below 6.5x (including
factoring), combined with Moody's-adjusted free cash flow/debt at
least in the mid-single digits in percentage terms. Conversely,
weakening profitability and free cash flow so that leverage fails
to decline from near 8.0x or FCF/debt reduces substantially could
lead to a downgrade. Weakening liquidity would also pressure the
rating.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Kleopatra Finco S.a r.l.

Senior Secured Bank Credit Facility, Assigned B2

Issuer: Klockner Pentaplast of America, Inc.

Senior Secured Bank Credit Facility, Assigned B2

Affirmations:

Issuer: Kleopatra Holdings 2 S.C.A

LT Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Outlook Actions:

Issuer: Kleopatra Finco S.a r.l.

Outlook, Assigned Stable

Issuer: Kleopatra Holdings 2 S.C.A

Outlook, Remains Stable

Issuer: Klockner Pentaplast of America, Inc.

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.

Kleopatra Holdings 2 S.C.A. is a plastic packaging manufacturing
firm that specialises in the manufacturing of flexible plastic
films and rigid plastic trays for use across a wide range of end
markets, including in its Pharma, Health and Durables division for
blister packs, medical device packaging, consumer applications
including labels, credit card films, graphics and home, building
and construction and in its Food Packaging division for protein,
fruit & produce and food-to-go. Total annual revenue on an LTM
September 2020 basis was EUR1.8 billion with PHD company-adjusted
EBITDA representing 61% and FP 39% for the last twelve months to
September 2020. The majority of revenue (58%) was generated in
Europe, but also around a quarter in North America and the rest
across the world including South America and the Asia Pacific
region. Strategic Value Partners has been the majority shareholder
of the group following a financial restructuring and subsequent
recapitalisation in June 2012.


PLAY COMMUNICATIONS: Moody's Completes Review, Retains Ba3 CFR
--------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Play Communications S.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on January 15, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations.

Play Communications' Ba3 CFR reflects its positioning as the
largest mobile operator by number of subscribers in the Polish
market, the solid growth prospects compared with other European
telecoms and its stable and recurring positive free cash flow
generation. The rating also factors in the ongoing enhancements of
its mobile network and the gradually decreasing reliance on mobile
roaming agreements with other operators.

The rating also takes into consideration the mobile-centric nature
of the business and the potential threat of convergent operators,
the lack of geographical diversification with concentration in
Poland. Iliad acquired 96.7% of Play's capital and voting rights on
November 25, 2020 and subsequently on December 23, 2020 a
squeeze-out for the remaining 3.3% was completed.

The principal methodology used for this review was
Telecommunications Service Providers published in January 2017.


SAMSONITE INT'L: Moody's Completes Review, Retains Ba2 CFR
----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Samsonite International S.A. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on January 20, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations.

Samsonite's Ba2 Corporate Family Rating reflects the company's good
brand strength and market position, and strong geographic
diversification. In addition to current concerns related to the
impact on Samsonite's earnings and liquidity from the coronavirus
outbreak, key credit concerns include the company's inherent
vulnerability to the discretionary nature of its product which
exposes it to cyclical consumer spending and travel fluctuations.
Geo-political risks that restrain international trade as well as
travel can also negatively affect earnings and cash flow.

The principal methodology used for this review was Consumer
Durables Industry published in April 2017.




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N E T H E R L A N D S
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ABERTIS INFRAESTRUCTURAS: Fitch Rates EUR750MM Hybrid Bonds
-----------------------------------------------------------
Fitch Ratings has assigned Abertis Infraestructuras Finance B.V.'s
(Abertis Finance) EUR750 million hybrid instruments (divided into
two tranches of EUR600million and EUR150 million) final ratings of
'BB+' with Negative Outlooks. The securities qualify for a 50%
equity credit (EC). The final ratings are in line with the expected
ratings assigned on January 13, 2020.

The hybrid notes have been issued by Abertis Finance and
unconditionally and irrevocably guaranteed by Abertis
Infraestructuras S.A. (Abertis, BBB/Negative). Abertis borrowed the
net proceeds of the issuance via an intercompany loan and is using
the funds for general corporate purposes of the group, including
refinancing the group's debt.

RATING RATIONALE

The notes are deeply subordinated and rank senior only to Abertis
Finance's share capital, while coupon payments can be deferred at
the option of the issuer. These features are reflected in the 'BB+'
rating, which is two notches lower than Abertis's senior unsecured
rating. The 50% EC reflects the hybrid's cumulative interest
coupon, a feature that is more debt-like in nature. Additionally,
the notes rank pari passu with the 'BB+'-rated EUR1.25 billion
hybrids issued in November 2020.

KEY RATING DRIVERS

Ratings Reflect Deep Subordination

The notes are rated two notches below Abertis's senior unsecured
rating of 'BBB', given their deep subordination relative to senior
obligations. The notes rank senior only to the claims of equity
shareholders. Fitch believes Abertis intends to maintain a
consistent amount of hybrids in the capital structure of EUR2
billion, and therefore apply the 50% EC to the full amount of the
hybrid issuances.

Equity Treatment

The securities qualify for 50% EC as they are deeply subordinated,
have a remaining effective maturity of at least five years, and a
full discretion to defer coupons for at least five years and
limited events of default. These are key equity-like
characteristics, affording Abertis greater financial flexibility.

The interest coupon deferrals are cumulative, a feature more
debt-like in nature, resulting in 50% equity treatment and 50% debt
treatment of the hybrid notes by Fitch. Despite the 50% equity
treatment, Fitch treats coupon payments as 100% interest.

The company will be obliged to make a mandatory settlement of
deferred interest payments under certain circumstances, including
the declaration of a cash dividend. Under the existing shareholders
agreement, the dividend policy is flexible and may be adjusted to
maintain a certain rating threshold. However, Fitch notes that
perceived deterioration in the shareholders agreement, leading to
decreasing flexibility in the dividend policy, may negatively
affect the EC of the hybrid notes.

Effective Maturity Date

While the issued hybrids are perpetual, Fitch deems their effective
remaining maturity as the date from which the issuer will no longer
be subject to replacement language (second step up date), which
discloses the company's intent to redeem the instruments at their
reset date with the proceeds of a similar instrument or with
equity. This is defined even if the coupon step-up is within
Fitch's aggregate threshold of 100bp.

The EC of 50% would change to 0% five years before the effective
maturity date. The issuer has the option to redeem the notes in the
three months immediately preceding and including the first reset
date, which is at least 5.25 years from the issue date, and on any
coupon payment date thereafter.

RATING SENSITIVITIES

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

-- A faster-than-expected traffic rebound leading to consolidated
    net debt-to-EBITDA consistently below 6.0x under the Fitch
    rating case (FRC), provided there is a clearer view on medium
    term traffic evolution. This would lead to a revision in the
    Outlook to Stable.

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

-- Failure to improve Fitch-adjusted net leverage to below 6.0x
    by 2024 under the FRC which also assumes two Spanish
    concessions will expire in 2021.

Abertis is controlled by its parent Atlantia, but the linkage is
deemed as "Weak" due to the absence of guarantees and the joint
venture nature of Abertis's holding company, among other factors.
Abertis's rating could be affected should Atlantia opt and manage
to, re-leverage Abertis and extract higher-than-expected cash in
the future.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.

CRITERIA VARIATION

The analysis includes a variation from the "Rating Criteria for
Infrastructure and Project Finance" to determine the notching of
the hybrid instruments relative to Abertis's IDR, and the
application of EC.

Fitch allocates hybrids to the following categories: 100% equity,
50% equity and 50% debt, or 100% debt. The decision to use only
three categories reflects Fitch's view that the allocation of
hybrids into debt and equity components is a rough and qualitative
approximation, and is not intended to give the impression of
precision.

The focus on viability means Fitch will typically allocate EC to
instruments that are subordinated to senior debt and have an
unconstrained ability for at least five years of consecutive coupon
deferral. To benefit from EC, the terms of the instrument should
not include mandatory payments, covenant defaults, or events of
default that could trigger a general corporate default or liquidity
need. Structural features that constrain a company's ability to
activate equity-like features of a hybrid make an instrument more
debt-like.

Hybrid ratings are notched down from the Issuer Default Rating
(IDR). The notches represent incremental risk relative to the IDR,
these notches are a function of increased loss severity due to
subordination and heightened risk of non-performance relative to
other (eg senior) obligations. Hybrids that qualify for EC are
(deeply) subordinated and typically rated at least two notches
below the IDR.

Asset Description

Abertis is a large Spanish-based infrastructure group with network
under management predominantly located in Spain, France, Brazil,
Chile and Mexico.

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.




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P O R T U G A L
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EDP-ENERGIAS DE PORTUGAL: S&P Rates New Green Hybrid Debt 'BB'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term issue rating to the
proposed long-term dated, optionally deferrable, and subordinated
hybrid capital securities to be issued by utility company EDP -
Energias de Portugal (BBB-/Stable/A-3). The hybrid amount remains
subject to market conditions. S&P anticipated that the total amount
of outstanding hybrids will thus increase from the current
outstanding amount of EUR1.75 billion but will represent less than
10% of EDP's total capitalization. The group intends to maintain
its outstanding hybrids at least at this revised level. EDP will
use the proceeds to finance or refinance, in whole or in part, its
Eligible Green Project portfolio, in particular its renewable wind
and solar projects. The bond's green features do not affect our
credit assessment of the instrument.

S&P said, "The proposed securities will have intermediate equity
content until the first reset date, which we understand will fall
no sooner than five years and three months from issuance. During
this period, the securities meet our criteria in terms of ability
to absorb losses or conserve cash if needed."

S&P derives its 'BB' issue rating on the proposed securities by
applying two downward notches from its 'BBB-' issuer credit rating
on EDP. These notches comprise:

-- A one-notch deduction for subordination because the rating on
EDP is at 'BBB-' or above; and

-- A one-notch deduction to reflect payment flexibility--the
deferral of interest is optional.

S&P said, "The number of downward notches applied to the issue
rating on the proposed securities reflects our view that the issuer
is unlikely to defer interest. Should our view change, we may
increase the number of downward notches.

"In addition, to reflect our view of the proposed securities'
intermediate equity content, we allocate 50% of the related
payments on these securities as a fixed charge, and 50% as
equivalent to a common dividend, in line with our hybrid capital
criteria. The 50% treatment of principal and accrued interest also
applies to our adjustment of debt."

EDP can redeem the securities for cash on any date in the three
months prior to the first reset date (which we understand will be
no sooner than five years and three months after issuance), then on
every interest payment date. Although the proposed securities are
long dated, EDP can call them at any time for events that are
external or remote (change in tax, gross-up, rating, change of
control, or a substantial repurchase event). S&P said, "In our
view, the statement of intent, combined with EDP's commitment to
reduce leverage, mitigates the group's ability to repurchase the
notes on the open market. In addition, EDP has the ability to call
the instrument any time prior to the first call date at a
make-whole premium ("make-whole call"). EDP has stated its
intention not to redeem the instrument during this make-whole
period, and we do not think this type of clause makes it any more
likely that EDP will do so. Accordingly, we do not view it as a
call feature in our hybrid analysis, even though it is referred to
as a make-whole call clause in the hybrid documentation."

S&P said, "We understand that the interest to be paid on the
proposed securities will increase by 25 basis points (bps) at least
five years after the first reset date, and by a further 75 bps at
the second step-up, at least 20 years after the first reset date
assuming the rating remains at 'BBB-'. We view any step-up above 25
basis points as presenting an economic incentive to redeem the
instrument, and therefore treat the date of the second step-up as
the instrument's effective maturity. For issuers in the 'BBB'
category, we view a remaining life of 20 years as sufficient to
support credit quality and achieve intermediate equity content."
The instrument's documentation specifies that if we were to
downgrade EDP to non-investment-grade -- that is, 'BB+' or below --
the economic maturity of the hybrid securities would diminish by
five years, while the instrument's permanence would be unaffected.

At the first reset date, the instrument will have less than 20
years (less than 15 years if EDP is non-investment-grade) to
effective maturity. Therefore, S&P will no longer view equity
content as intermediate. S&P considers that the loss of equity
content could be an incentive to redeem. However, this whould
prevent us from assessing the instrument as intermediate until the
first reset date, since EDP has stated its willingness to maintain
or replace the securities, despite the loss of the preferential
treatment, in a statement of intent.

KEY FACTORS IN S&P's ASSESSMENT OF THE INSTRUMENT'S DEFERABILITY

S&P said, "In our view, the issuer's option to defer payment on the
proposed securities is discretionary. This means that the issuer
may elect not to pay accrued interest on an interest payment date
because doing so is not an event of default. However, EDP will have
to settle any outstanding deferred interest payment in cash if it
declares or pays an equity dividend or interest on equally ranking
securities and if it redeems or repurchases shares or equally
ranking securities. We see this as a negative factor. That said,
this condition remains acceptable under our methodology because
once the issuer has settled the deferred amount, it can still
choose to defer on the next interest payment date."

KEY FACTORS IN S&P's ASSESSMENT OF THE INSTRUMENT'S SUBORDINATION

The proposed securities (and coupons) constitute direct, unsecured,
and subordinated obligations of EDP, ranking senior to their common
shares.




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R U S S I A
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PJSC GROUP: Moody's Assigns First-Time Ba2 Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a corporate family rating of
Ba2 and a probability of default rating of Ba2-PD to PJSC Group of
Companies PIK (PIK), the largest homebuilder in Russia.
Concurrently, Moody's has assigned a long-term issuer rating of Ba3
to LLC PIK-Corporation (PIK Corporation), a subsidiary of PIK. The
outlook for both entities is stable.

RATINGS RATIONALE

The assignment of the Ba2 CFR reflects PIK's leading market
position in the Russian homebuilding market, integrated business
model, robust operating and financial performance, and sound credit
metrics which are likely to be sustained in 2021-22. The rating
also factors in a positive momentum in the market as well as
moderately supportive long-term fundamentals. At the same time, the
rating takes into account the company's exposure to the volatile
residential real estate market in Russia and high concentration in
the Moscow city and the Moscow region (the Moscow metropolitan
area).

PIK is the largest homebuilder in Russia, with revenue of RUB316
billion ($4.7 billion) in the last 12 months ended June 30, 2020,
up 25% from the same period a year earlier, and 6.5 million square
meters (sqm) under construction. The company accounts for around
25% market share in the Moscow metropolitan area. The large scale,
leading market position and strong brand support PIK's operating
efficiency and competitive strength. The company's large land bank
of around 11 million sqm of sellable area, which is sufficient for
three to four years, and prudent and consistent approach to land
replenishment provide for further growth.

The company benefits from its integrated business model which
covers the full cycle of residential real estate development from
land acquisition and project design to construction, marketing,
sales and facility management. The company has construction
resources and production facilities of concrete and reinforced
concrete structures and building equipment which together with its
focus on digitalisation of business processes result in efficient
operations and cost savings. The vertical integration and lean
operations make the company a competitive bidder for commercial
construction orders for third parties which result in some
diversification and additional profit. PIK also develops other
complementary offerings, such as facility management, brokerage,
repair services and digital services, which have a small share in
its total financial results but help to attract additional
customers for the core business and strengthen brand recognition.

PIK has high exposure to the Moscow metropolitan area where it
generates more than 90% of revenue. The concentration risk is
partially mitigated by the market's lucrativeness and large size as
well as the company's gradual expansion to other regions.

The inherent volatility of the Russian residential real estate
market and its susceptibility to economic cycles are balanced by
the positive momentum and moderately favourable long-term
fundamentals. Contracted interest rates, the state support to
subsidise mortgage interest rates and the economic turbulence
spurred demand for apartments in 2020, leading to an accelerated
price growth of around 10%-15% on the primary market. This upbeat
environment may continue through mid-2021 and stabilise by year-end
2021. The relatively low housing stock per capita, considerable
share of obsolete houses and the state's focus on improving housing
affordability support the Russian residential market in the
long-term, although consumers' reduced real disposable income and
increased indebtedness may curb growth in demand after 2021. At the
same time, the Moscow metropolitan area is characterised by
relatively resilient demand for apartments because of (1) its
investment attractiveness for individual and (2) the continuing
influx of internal labour migrants, including well-paid
professionals.

PIK built up its revenue by 20%-25% in 2020 (according to Moody's
estimates) and 14% in 2019, and is likely to demonstrate
double-digit growth in percentage terms in 2021-22 thanks to (1) an
increase in its residential mass market offering, (2) an increase
in commercial construction and fee-development for third parties,
and (3) development of other services, including the facility
management. The economy of scale, continuing focus on operating
efficiency and vertical integration should help the company to
maintain its solid adjusted EBITDA margin of 19%-20%. PIK should
also generate positive free cash flow before dividends over the
next two years despite the large increase in working capital
because of the implementation of escrow accounts.

Moody's expects PIK to maintain its healthy credit metrics, with
Moody's-adjusted gross debt/EBITDA being within 3.0x-3.5x in
2020-21 and adjusted EBIT/interest expense within 5.0x-6.0x. In
addition, the company's net leverage (excluding the cash held at
escrow accounts) should remain below 1.5x in 2020-21. PIK is likely
to retain its large cash buffer, which stood at RUB78 billion as of
June 30, 2020. The company's financial policy is prudent, with low
net leverage, large liquidity sources, debt financing in roubles,
proactive management of its debt portfolio, and reasonable
dividends.

The rating also takes into account the company's (1) strong brand
recognition, (2) diversified project portfolio, (3) focus on mass
market segment which is more resilient to economic downturns, (4)
long track record and strong experience in construction and real
estate development, and (5) strong liquidity, underpinned by the
large cash balance and comfortable debt maturity profile. At the
same time, the rating incorporates (1) the industry's ongoing
transition to escrow accounts which weigh on the company's
operating cash flow generation, (2) weak macroeconomic environment,
and (3) the company's exposure to Russia's less-developed
political, regulatory and legal framework.

The assignment of the Ba3 long-term issuer rating, which is an
opinion of the ability of an entity to honour senior unsecured
debt, to PIK Corporation, reflects the structural and legal
subordination of its debt. PIK Corporation is a sub-holding entity
directly owned by PIK and established for the purposes of holding
the group's stakes in operating entities and issuance of debt,
including unsecured and unguaranteed local bonds. Its long-term
issuer rating is one notch below PIK's Ba2 CFR , to reflect the
priority ranking of PIK Corporation's unsecured and unguaranteed
debt which is structurally subordinated to the debt held by
operating entities and, in addition, legally to the debt provided
to PIK's residential real estate projects which is secured by the
land and shares in some subsidiaries.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

The rapid spread of the coronavirus pandemic, deteriorated global
economic environment, low oil prices, and high asset price
volatility have created an unprecedented credit shock across a
range of sectors and regions. Moody's regards the coronavirus
pandemic as a social risk under its ESG framework, given the
substantial implications for public health and safety. However, the
impact of the pandemic on PIK's credit quality is limited. The
lockdown measures in Russia in the second quarter of 2020 did not
lead to materially adverse disruption in the company's operations
or significant costs. On the contrary, the company's quick
adaptation to the new operating conditions, coupled with the
government's support measures for the residential real estate
market, has resulted in PIK's strong operating performance over the
last nine months, with increasing sales and prices.

Governance considerations include PIK's concentrated private
ownership structure, with 59% shares in the company controlled by
its president Sergei Gordeev, which creates a risk of rapid changes
in the company's strategy, financial policies and development
plans. However, the owner's track record of a prudent and
consistent approach toward the company's development strategy,
financial management and corporate governance practices, as well as
its public listing on the Moscow Stock Exchange, with relevant
disclosure, governance requirements and four independent board
members out of nine, partially mitigate the risks related to
corporate governance. The presence of Bank VTB, PJSC (Baa3 stable)
among the company's shareholders with a 23% stake also provides
additional oversight over PIK's corporate governance, strategy and
policies.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects PIK's comfortable positioning within
its rating category and Moody's expectation that the company will
maintain its high operating efficiency, strong financial
performance and solid credit metrics.

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

Moody's does not anticipate a positive pressure on the rating to
build up over the next 18 months. In a longer term Moody's could
consider the rating upgrade if the company were to (1) demonstrate
a sustainable track record of robust operating and financial
results amid volatile industry conditions and continuing
implementation of escrow accounts, (2) maintain strong liquidity,
and (3) pursue a conservative financial policy. Quantitatively, the
rating could be upgraded if PIK's Moody's-adjusted gross
debt/EBITDA were to be below 3.0x and EBIT interest coverage above
6.0x on a sustainable basis.

Moody's could downgrade PIK's rating if its (1) Moody's-adjusted
gross debt/EBITDA were to increase above 4.0x and EBIT interest
coverage fall below 4.0x on a sustained basis; (2) operating
performance, cash generation or market position were to weaken
materially; or (3) liquidity were to deteriorate.


TEMIRYOL-SUGURTA LLC: S&P Assigns 'B+' LT ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit and
financial strength ratings to Temiryol-Sugurta LLC (TYS). The
outlook is stable.

The ratings are based on S&P's view of TYS' competitive standing in
Uzbekistan's developing P/C insurance market, supported by
cooperation with its minority shareholder Uzbek Railways and solid
capital adequacy against business volume. The ratings are
constrained by the small absolute size of the company, based on
gross premiums written (GPW), capital, and its exposure to
speculative-grade assets.

With about Uzbek sum (UZS) 50 billion (about $5 million) in GPW
expected for 2020, TYS has a moderate position on the Uzbek P/C
insurance market with the market share of about 3.0%-3.5% and we
expect it to remain at least at these levels in the next two years.
The company benefits from cooperation with a state-owned company
Uzbek Railways (a founder of TYS and one of its shareholders),
which we believe will continue. Although TYS is not an exclusive
provider of insurance services for Uzbek Railways, we consider the
niche as relatively protected. About 40% of the company's business
is related to Uzbek Railways including cargo insurance and railway
rolling stock insurance and S&P expects the company will be able to
maintain the volumes and continue expansion to other segments
associated with railways such as voluntary passenger insurance and
insurance for the company's employees. Other products include motor
insurance (about 13%), accident (8%), liability (9%), and
compulsory employer's civil liability insurance (10%).
Additionally, about 10%-20% of TYS' GPW is related to international
investment projects in Uzbekistan including fronting for Chinese
and Korean 'A' rated insurance companies and Russian reinsurers.

Established in 2002 with the assistance of Uzbek Railways, TYS
started operating in Uzbekistan about 19 years ago. In 2007,
following new legislation aimed at attracting foreign investors,
51% of the company was sold to Russian investors. In 2017, the
major stake was mostly resold to private equity fund Uzbek-Oman
Investment Company (UOIC) jointly owned by Oman Investment
Authority (75%) and Fund for Reconstruction and Development of
Uzbekistan (25%), set up as a part of expanding investment
cooperation between Republic of Uzbekistan and Sultanate of Oman.

The current shareholding structure includes UOIC (41.83%),
Gemological Laboratory of Central Asia (18.78%; controlled by
Russian investors), a number of legal entities controlled by Uzbek
Railways (16.07%), and some individuals each with a stake not
exceeding 6%, including the company's management.

TYS has been profitable over the past five years, although its
operating performance has been volatile to some extent, with the
combined ratio (loss and expense) increasing to 99.5%-98% in
2019-2020 from about 85%-87% before 2018. In 2019, the company
implemented a new system of incentives for staff reflected in a
spike in the expense ratio to 82.1% from 74.6%, while the expected
premium growth wasn't realized in 2020 due the impact of COVID-19
containment measures. The company's loss ratio has also increased
to 17.4% in 2019 and to 29% in 2020, from 7%-11% in 2017-2018, due
to a one-off loss. Despite some deterioration in technical
performance in 2019-2020, the company's result from insurance
activity compares well with the market average (the average
combined ratio on the market exceeds 100%), reflecting its more
prudent underwriting standards and noticeable share of cargo
insurance associated with lower losses. S&P expects that TYS will
maintain its combined ratio over the next two years at 98%-99%. We
project generally higher losses compared with historically low
levels due to gradual development of the Uzbekistan insurance
market, greater penetration of insurance, and collection of more
statistics. TYS' expense ratio should somewhat improve after the
peak in 2019.

S&P said, "We assess TYS' capital adequacy as sufficient to support
its current and projected business volumes. TYS enjoys a strong
risk-adjusted capital adequacy, according to our model. We expect
the level of capital will remain redundant at the 'AAA' level in
2020-2022. However, we note the company has a small capital base in
absolute terms (about $5 million on Sept. 30, 2020) and could be
sensitive to a single major event, which constrains our capital
assessment. We understand that the company plans to invest in
construction of office buildings, only part of which will be
owner-occupied. While we consider the investment in real estate as
risky and sizable, the exposure will not change our capital
assessment due to the sufficient capital buffer.

"Most of the company's portfolio comprises cash and bank deposits
in the local banking sector. We forecast that the weighted average
credit quality of TYS' investments will be in the 'B' range and
consequently we assess its risk exposure as high. We note, however,
that this is mostly explained by our relatively low sovereign
rating on Uzbekistan (BB-/Negative/B).

"We note that TYS has exposure to foreign exchange risk. The
overall foreign exchange position accounts for about 30% of total
investments, most of which are in U.S. dollars and euros. Foreign
exchange gain is an important part of the investment result due to
a gradual depreciation of local currency against the dollar over
recent years."

The company has an experienced management team, which complements
its operational needs and benefits from well-established risk
management practices compared with peers.

S&P assesses that TYS has sufficient liquidity to meet its
obligations. The company benefits from having a liquid investment
portfolio comprising mostly cash and cash equivalents in current
accounts and deposits with Uzbek banks (74% of the company's total
assets are in liquid form).

The stable outlook reflects its expectation that, over the next 12
months TYS will continue to expand its premium base, while
maintaining positive technical results despite growing competition.
Our base case includes stability of the management team and stable
quality of the investment portfolio.

S&P could lower ratings in the next 12 months if:

-- S&P seee that TYS is significantly underperforming compared
with its base case or we see risks to its competitive position due
to, for example, a spike in competition or a weakened niche
position in relation to Uzbek Railways.

-- S&P sees significant and sustained deterioration in capital
base, although we see this as a remote risk.

-- S&P notes significant and sustained asset quality
deterioration.

-- S&P could downgrade TYS if it saw changes in the shareholder
structure or management that we view as detrimental for the credit
profile.

-- S&P views a positive rating action as remote in the next 12
months, unless the company significantly builds capital in absolute
terms while simultaneously improving its competitive standing and
business diversification and maintaining asset quality.


TURKISTON BANK: S&P Lowers ICRs to 'CCC+/C' on Weakened Liquidity
-----------------------------------------------------------------
S&P Global Ratings lowered its long- and short-term issuer credit
ratings on Uzbekistan-based Turkiston Bank to 'CCC+/C' from 'B-/B'.
The outlook is negative.

The downgrade reflects that Turkiston Bank is in breach of
regulatory liquidity ratios. It also reflects concerns regarding
Turkiston Bank's business model and its sustainability in the
current economic environment. In the worst case, Turkiston Bank may
be unable to honor its obligations in full and on time.

S&P said, "We believe the deteriorated macroeconomic environment in
Uzbekistan, with anemic GDP growth pressured by the COVID-19
pandemic in 2020, has negatively influenced the bank's franchise
and sustainability. We believe that the bank may need external
support to restore its liquidity. We have not observed shareholder
support in 2020 and we have no information about planned cash
injections.

"We note that the bank's liquidity is fragile. Liquid assets stood
at Uzbekistani sum (UZS)118 billion, (about 10.9% of total assets)
as of Jan. 1, 2021. The bank's liquidity coverage ratio was 0.915x,
versus the regulatory minimum 1x and its net stable funding ratio
was 0.843x, versus the minimum 1x. Despite this breach of
regulatory ratios, we understand that so far the regulator has not
imposed any prudential measures on Turkiston. We also understand
that Turkiston Bank may turn to the Central Bank of Uzbekistan for
a short-term liquidity line in case of further liquidity pressure.

"Turkiston Bank has reported profits under local accounting
standards for 2020. That said, we believe that the amount of
reported nonperforming loans (NPLs), at 1%, is underestimated. We
note that accrued but not received interest income amounted to
11.8% of the total balance sheet or 17.3% of the total gross loan
book in 2020. We believe that if Turkiston Bank were to make
appropriate reserves for these exposures, it may post losses and
report significantly lower capital. At the same time, as of
year-end 2020, the reported Tier 1 ratio was 14% versus the 8%
minimum, and total capital adequacy 15.1% versus the 13% minimum.

"We understand that the bank's management intends to restore the
liquidity profile. However, we see risks that during the time it
will take to restore funding and improve the liquidity profile, the
bank remains vulnerable to unexpected funding pressure, which is a
common threat for small financial institutions in Uzbekistan.

"The negative outlook reflects our concerns that, over the next 12
months, the bank will remain vulnerable to liquidity stress in case
of unexpected funding pressures. It also reflects the view that the
franchise and business model could be unsustainable over the next
12 months without support.

"We could lower the ratings over the next 12 months if the bank's
liquidity further deteriorates, with clear risk of default
scenarios, and it is not fully compensated by support in a timely
manner, either from the bank's shareholder or the central bank as a
lender of last resort.

"We could consider a revision of the outlook to stable if Turkiston
Bank is able to materially and sustainably restore its liquidity,
thus ensuring the sustainability of its franchise over the medium
term."


UZAUTO MOTORS: S&P Assigns 'B+/B' Issuer Credit Ratings
-------------------------------------------------------
S&P Global Ratings assigned its 'B+/B' long- and short-term issuer
credit ratings to Uzbek passenger vehicles manufacturer UzAuto
Motors.

The stable outlook reflects S&P's expectation that the company will
secure financing for its capital expenditure (capex) project in
first-half 2021, recover its car sales in 2021 as the pandemic
eases, and maintain moderate leverage, with funds from operations
(FF0) to debt of 40%-60%.

UzAuto Motors' geographic concentration, dependence on favorable
market regulation, and alliance agreement with General Motors (GM)
are key rating constraints.  UzAuto Motors is a relatively small
passenger vehicles producer, with manufacturing facilities in
Uzbekistan, a country with relatively low GDP per capita compared
with the Commonwealth of Independent States (CIS) average of about
$5,000 as of end-2019. This is partially offset by the country's
relatively old car fleet, increasing automobilization, and a
sizable (about 50%) population of people under the retirement age,
as of October 2020. In 2019, the company sold about 280,000 light
vehicles, of which 95% were sold domestically. S&P said, "Compared
with other international original equipment manufacturers (OEMS) we
rate, which are typically much more geographically diversified in
terms of sales or have much larger domestic home markets, UzAuto
Motors is significantly exposed to the volatility of the Uzbek
economy. Although not in our base case, since we forecast
Uzbekistan's economy will have expanded by 0.5% in 2020, despite
COVID-19-related setbacks, and 5.0%-5.5% annually in 2021-2023, any
local economic breakdown would meaningfully impair UzAuto Motors'
volumes sold and therefore its EBITDA. The company's performance is
further limited by its exposure mostly to the lower-priced market
segment, compared with more premium-focused producers, meaning
UzAuto Motors depends more on customers' ability to pay for
vehicles. We note the Uzbek manufacturer's strategy to continue
expanding export volumes to CIS countries, although domestic sales
are likely to continue contributing up to 80% of total sales in the
midterm."

UzAuto Motors relies on an alliance agreement with GM to
manufacture and distribute cars under the Chevrolet brand, and S&P
expects the agreement will be extended before it matures. However,
any potential revision of terms resulting in lower profitability or
significantly higher research and development (R&D) costs that
alter credit metrics could lead us to reassess its business
position.

UzAuto Motors enjoys its position as the largest national vehicle
manufacturer in Uzbekistan.   The company benefits from government
market-protection measures. These include high import tariffs and
production localization requirements. UzAuto Motors' monopolistic
position secured it a market share of 96% in Uzbekistan's passenger
vehicles segment in 2019. S&P said, "However, we note the
government's plans to gradually build a more competitive
environment. For example, in 2019 Uzbek auto producers' exemptions
on all taxes were cancelled. We understand the government will
continue to prioritize national car manufacturers, but changes in
taxes, tariffs, or regulations could hurt the company's business
prospects."

Although generating domestic revenue in local currency, UzAuto
Motors pays for imported materials and components in U.S. dollars,
exposing the company to FX risk.   The company's bargaining power
is quite limited because 70% of overseas components are provided by
GM. Moreover, some local components are subject to FX risk since
raw materials are imported. This should somewhat improve with the
production and launch of new models, with the share of local
currency-linked costs increasing to 45%-50% in the medium term from
35% in 2019, and the company switching to direct contracts for
imported components. That said, the company does not mitigate FX
risk with derivative instruments, and significant local currency
devaluations would impede EBITDA generation.

UzAuto Motors' key strengths include stable volumes and pricing
power, ensured by high import tariffs, favorable margins given
limited R&D spending, strong capacity utilization, and the ability
to pass on costs.  As Uzbekistan's largest national passenger
vehicles manufacturer, UzAuto Motors enjoys certain pricing power,
which allowed it to increase prices by about 10% on average in
local terms in mid-2020 and partially mitigate Uzbek sum
devaluation. Moreover, government-facilitated car loans issued
during the pandemic, combined with the company's decision to allow
one-off sales in installments, secured volume growth of 3%-4% in
2020 despite the COVID-19 fallout. Although competition is
increasing in more premium segments, in our base-case scenario, we
assume no changes in local regulation, assuring the company's
status in the domestic market. The company's flexibility to charge
higher domestic prices, compared with export operations, supports
strong margins generation. As per the alliance agreement with GM,
UzAuto Motors gets access to GM technologies in exchange for
royalties, which significantly limits R&D spending. This, combined
with its ability to mitigate costs growth through optimization or
direct costs pass-throughs, results in our expectation of EBITDA
margins recovering up to 10% in 2021, following a drop in 2020 to
8%. S&P expects new model production will yield lower margins of
8%-9%. Minimal 5%-6% fixed costs ensure additional flexibility to
adjust volumes produced with limited effects on profitability. This
is because the company has a relatively affordable and stable
workforce and operates its two production facilities at high
utilization (75% in 2019, with combined full capacity of 360,000
vehicles per year).

UzAuto Motors will use the Eurobond issue and the forthcoming ECA
funding to cover investments related to producing new models and
refinance its bridge loan, while the local bank loan should be
covered by repayment in installments.   New models will be launched
under the GEM project, which assumes equipment renewal to retire
old models and production of GM models specifically designed for
emerging markets. Ramp-up of the GEM project will require about
$500 million in investments 2020-2022, financed partially through
the Eurobond issue and ECA funds. S&P said, "We understand part of
these investments were already incurred in 2020 and backed with a
short-term bridge loan from Credit Suisse, which will be refinanced
with a Eurobond or another type of long-term financing in 2021.
Despite the sizable investments, we assume modest negative free
operating cash flow (FOCF) in 2021 on the back of recovering
EBITDA. We also understand a short-term loan of about $110 million
provided by a local bank to finance sales in installments will be
closed in 2021 with repayments by customers."

S&P said, "We project FFO to debt of 40%-60% in 2020-2022 in our
base case, but also incorporate into our financial risk assessment
the possibility of meaningful volatility in credit metrics.  We
expect EBITDA will have contracted to about $200 million in 2020
from a strong $402 million in 2019, reflecting the impact of the
pandemic, currency devalution, and increased costs due to
cancellation of tax exemptions. Moreover, UzAuto Motors had to
offer 12- and 24-month installments to customers to support sales,
hampering cash flow. This created a meaningful cash outflow of $250
million, which we expect will reverse in 2021 and 2022. We assume
EBITDA will partially recover to about $300 million in 2021, as
UzAuto Motors restores sales and adjusts prices. However, there is
downside risk to our forecast if the pandemic has a more pronounced
impact on the Uzbek economy."

The company has modest debt, resulting in strong credit metrics,
with FFO to debt of more than 60% despite the pandemic. But because
of the anticipated increase in debt required to fund the
investments, FFO to debt will likely decrease to 40%-50% in
2021-2022 before recovering.

S&P said, "We expect limited effect of group uphold from
government-owned parent UzAuto Sanoat, which accounts for potential
extraordinary government support.  We assess the group credit
profile of UzAuto Sanoat at 'b+', since we believe the group's
stand-alone credit profile is similar to UzAuto Motors', given that
UzAuto Motors generates 75%-80% of group EBITDA. We expect the
holding company will benefit from its quasi-regulation function and
diversification into other segments such as buses, heavy and light
trucks, or engines and components production. However, these
potential benefits will be offset by additional debt of $230
million-$240 million, resulting from subsidiaries attracting
financing to fund their capex programs. In our opinion, the parent
faces similar risks with regard to capital structure and capital
markets access. We further note that group transparency is lower
than that of UzAuto Motors because the holding company does not
report under International Financial Reporting Standards.

"We assess UzAuto Sanoat as having a high likelihood of
extraordinary support from the government of Uzbekistan, its 100%
owner, although there is no rating uplift from this support for the
current rating level. In our view, UzAuto Sanoat has a very strong
link with, and plays an important role for Uzbekistan. In our base
case, we don't forecast a reduction in the government's stake in
UzAuto Motors through UzAuto Sanoat and expect the government will
continue to fully control the company's strategy through its
representation on the board of directors. UzAuto Sanoat controls
the automobile manufacturing, automobile localization, and auto
components enterprises in Uzbekistan, and accounts for roughly
one-quarter of industrial production in the country. We expect
UzAuto Motors will benefit from extraordinary support from
government through its holding company.

"The outlook is stable and reflects our view that UzAuto Motors
will generate modest revenue growth in U.S. dollar terms, keep
EBITDA above $250 million, successfully attract new financing in
the first half of 2021, and ramp up new model production, without
any material delay in 2022-2023, leading to limited negative free
cash flow in 2021 and positive FOCF already in 2022."

S&P could lower the rating on UzAuto Motors if:

-- UzAuto Motors' fails to attract long-term financing to secure
its capex project and refinance its bridge loan in the next six
months;

-- The company generates much weaker operating cash flow than S&P
expects. This could happen if EBITDA does not recover to at least
$250 million-$300 million in 2021 due to an inability to offset FX
changes through local price increase, or if working capital outlays
continue.

S&P could consider raising the rating if the company secures the
full long-term financing for the capex projects and refinancing of
the bridge loan, generates EBITDA of above $300 million, and
maintains adjusted FFO to debt consistently above 45%, alongside
cumulative FOCF of about $100 million in 2021-2022.

The credit quality of the parent, UzAutoSanoat, would also need to
develop in line with that of UzAutoMotors, to support a potential
upgrade. Notably, S&P expects the credit metrics of the parent to
develop in line with those of UzAutoMotors, implying limited
additional debt (other than assumed in its base case) and no
material negative cash burn at other subsidiaries.




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

BAHIA DE LAS ISLETAS: S&P Cuts Rating on 2024 Secured Notes to 'D'
------------------------------------------------------------------
S&P Global Ratings lowered the issue rating on Bahia De Las Isletas
SL's (Bahia) senior secured notes due 2024 to 'D' from 'CC'. At the
same time, S&P affirmed the 'SD' long-term issuer credit ratings on
Bahia and its core subsidiary Naviera, the issuer of the notes, and
the'D' issue rating on the senior secured notes due 2023. The
recovery rating on the senior secured debt remains '3'.

Bahia missed the Nov. 15 coupon payment on its senior secured notes
due 2024 and did not make this payment during a 30-day grace
period.  S&P said, "We consider this as tantamount to default. The
company entered into a forbearance agreement with the holders of
the notes due 2023 and 2024 and is currently negotiating a
short-term liquidity provision and potential debt restructuring
with its stakeholder. The company's cash flow is and will remain
under a considerable amount of pressure due to the impact of the
COVID-19 pandemic. We will reassess our ratings on Bahia once the
company agrees on the alternatives for its capital structure."

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

-- Health and safety


BARCA: On Brink of Bankruptcy Amid Mounting Debts
-------------------------------------------------
Global Insolvency, citing El Mundo, reports that football club FC
Barcelona Barca is on the verge of bankruptcy its total debt right
now stands at EUR1,173 million, of which 730 are short-term.

According to Global Insolvency, nearly EUR266 million owed to banks
comes due for the club before June 30 with EUR90 million of that
figured owed to Goldman Sachs.

The total wage bill for professional athletes currently stands at
74% of income, Global Insolvency discloses.

Barca, in addition, still owes EUR196 million to other teams for
several of the incorporations that it has closed in recent years,
Global Insolvency states.

Like, for example, EUR40 million to Liverpool for Coutinho, 48 to
Ajax for De Jong and five million to Atletico for preferential
rights in the signing of French Antoine Griezmann, Global
Insolvency notes.

In return, it has pending collection, for the same concept, EUR58.7
million, according to Global Insolvency.


OBRASCON HUARTE: Moody's Lowers PDR to Ca-PD Amid Restructuring
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ca-PD from Caa2-PD the
probability of default rating of Spanish construction company
Obrascon Huarte Lain S.A. ("OHL" or "group"). Concurrently, Moody's
affirmed the group's Caa2 corporate family rating and the Caa3
instrument ratings on its senior unsecured notes due 2022 and 2023.
The outlook on all ratings remains negative.

RATINGS RATIONALE

The downgrade of the PDR to Ca-PD from Caa2-PD reflects OHL's
announcement of a planned restructuring of its capital structure,
which -- if executed as contemplated -- would be viewed by Moody's
as a distressed exchange, which would imply a moderate loss for its
current bond holders. At the expected closing of the transaction in
May this year, Moody's will append the "LD" designation to the
PDR.

OHL's outstanding senior unsecured notes (EUR323 million
outstanding due March 2022 and EUR270 million outstanding due March
2023) have been affirmed at Caa3, reflecting the expected moderate
loss to bond holders following the proposed transaction. The
unsecured notes are contractually subordinated to the group's
secured debt consisting mainly of a syndicated bank loan (EUR95
million drawn at the end of 2020). In addition, Moody's views trade
payables as being unlikely to be affected in a consensual
restructuring scenario and thus ranking in fact senior to the
notes. The notes remain, therefore, rated one notch below the CFR,
which Moody's has affirmed at Caa2.

The proposed transaction will result in a debt reduction of around
EUR105 million (assuming full consent to the restructuring from
existing bond holders) through a combination of a write-off of the
existing notes, a conversion to equity and into new senior secured
notes with maturities in 2025 and 2026, to be issued by a new
entity (New OHL).

Moody's regards the transaction, which could lead to a moderate
loss for existing bond holders (estimated at 10% by the issuer), as
a means for the group to address the refinancing of the upcoming
maturities and to avoid a disorderly default on its current debt
structure, which Moody's considers unsustainable. Also part of the
transaction forms the contribution of up to EUR71 million of equity
into the company by OHL's shareholders, of which EUR35 million
through a capital increase and an up to EUR36 million private
placement to the Amodio family and Tyrus Capital, who have
committed to invest EUR37 million and EUR5 million, respectively.

Upon completion of the transaction, which is planned by May 2021,
Moody's endeavors to revisit the rating positioning of OHL in its
then new legal form with an expected strengthened shareholder
structure, balance sheet and leverage metrics on the proposed debt
reduction and maturity extension.

RATIONALE FOR OUTLOOK

The negative outlook reflects the possibility of a downgrade if the
proposed debt restructuring could not be executed as planned,
resulting in a persistently unsustainable capital structure with
increasing risk of a disorderly default with a potentially lower
recovery for creditors.

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

The ratings on OHL could be downgraded should the group default on
its debt obligations, or if recovery expectations on OHL's debt
instruments were to further weaken.

An upgrade of OHL's ratings is unlikely before the execution of its
debt restructuring, upon which Moody's will take into account the
group's expected strengthening balance sheet and leverage metrics,
combined with the progress in its operating performance.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Construction
Industry published in March 2017.

COMPANY PROFILE

Headquartered in Madrid, OHL is one of Spain's leading construction
groups. The group's activities include (1) its core engineering and
construction business (including industrial and services
divisions), and (2) concessions development in identified core
markets in Europe, North America and Latin America. In the 12
months ended September 30, 2020, OHL reported sales of around
EUR2.9 billion and EUR78 million of EBITDA.




===========
S W E D E N
===========

HEIMSTADEN BOSTAD: S&P Rates New Unsecured Subordinated Notes BB+
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to the proposed
unsecured subordinated hybrid notes to be issued by Heimstaden
Bostad AB (BBB/Stable/--).

The completion and size of the transaction will be subject to
market conditions, but S&P understands that it will be benchmark
size. Heimstaden Bostad plans to use the proceeds for future
acquisitions and to repay existing bank debt or short-term
outstanding bond.

The proposed hybrid notes will have a non-call period from issuance
between 5.5 years and 7.0 years. The notes are callable thereafter,
and are optionally deferrable and subordinated.

However, Heimstaden Bostad could call the instrument any time prior
to the first call date at a make-whole premium (make-whole call).
S&P said, "We understand it is Heimstaden's intention not to redeem
the instrument during this make-whole period, and we do not
consider that this type of make-whole clause creates an expectation
that the issue will be redeemed during the make-whole period.
Accordingly, we do not see it as a call feature in our hybrid
analysis, even if it is referred to as a make-whole call clause in
the hybrid documentation."

S&P said, "We consider that the proposed hybrid notes will meet our
criteria to receive intermediate equity content until the first
reset date. In line with our hybrid criteria, in our calculation of
Heimstaden's credit ratios we will treat 50% of the principal
outstanding under the hybrids as debt rather than equity, and will
treat 50% of the related payments on these notes as equivalent to
interest expense.

"We estimate that, after the transaction, the company's hybrid
capitalization rate will remain below our threshold of 15%.

"We arrive at our 'BB+' issue rating on the proposed notes by
deducting two notches from our 'BBB' issuer credit rating on
Heimstaden Bostad: We deduct one notch for the subordination of the
proposed notes, because the issuer credit rating on Heimstaden
Bostad is investment grade (that is, 'BBB-' or above); and
We deduct an additional notch for payment flexibility to reflect
that the deferral of interest is optional.

"The notching reflects our view that there is a relatively low
likelihood that the issuer will defer interest. Should our view
change, we may increase the number of notches we deduct to derive
the issue rating."




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

ATOTECH UK: Moody's Puts B2 CFR Under Review for Upgrade
--------------------------------------------------------
Moody's Investors Service has placed on review for upgrade the B2
corporate family rating of Atotech UK Topco Ltd's and its B2-PD
probability of default rating. The outlook on Atotech has been
revised to ratings under review from stable.

The B1 ratings of the $1.6 billion guaranteed senior secured term
loan B due in 2024 and the $250 million senior secured revolving
credit facility due in 2022, all co-borrowed by Alpha 3 B.V., Alpha
US Bidco, Inc. and other entities remain unchanged. In addition,
the Caa1 rating of the $425 million senior unsecured notes due
2025, co-issued by Alpha 3 B.V. and Alpha US Bidco, Inc. and the
Caa1 rating of the $300 million PIK toggle senior notes due in 2023
issued by Alpha 2 B.V., a 100% subsidiary of Atotech UK Topco Ltd
and parent company of Alpha 3 B.V., remain unchanged as well.

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

The ratings action reflects Atotech's announcement from January 25,
2021 to commence an underwritten initial public offering (IPO) of
34,146,000 of its common shares[1]. The IPO price is expected to be
between $19.00 and $22.00 per share and the offering is being made
pursuant to a registration statement on Form F-1 previously filed
with the U.S. Securities and Exchange Commission ("SEC"). Atotech
is offering 29,268,000 common shares in the IPO and the selling
shareholders are selling 4,878,000 common shares. At the $20.50 per
share mid-point of the offer price, Atotech would receive $563.4
million in IPO proceeds after fees and expenses. The selling
shareholders, the Carlyle Group, will continue to own approximately
77% of Atotech common shares (approximately 74% if the underwriters
exercise their option to purchase additional common shares in full)
after the IPO.

Atotech states in its preliminary IPO prospectus that it intends to
use its net proceeds from the IPO for the redemption of the
outstanding $219 million PIK toggle notes and to pay related fees
and expenses. The excess proceeds will be used, together with cash
on hand of approximately $93.1 million, for the redemption of the
outstanding $425 million senior unsecured notes. The redemption of
a total of $644 million of subordinated debt would materially
reduce Atotech's leverage and improve its interest coverage
metrics. Moody's estimate that the company's Moody's adjusted debt
/ EBITDA metric would reduce by around 2x following the debt
redemption. Such a material improvement of Atotech's capital
structure could lead to an upgrade of its CFR. However, the
potential upgrade of the CFR is likely limited to one notch as
Atotech's Moody's adjusted debt to EBITDA metric is currently high
for the B2 rating. Moody's estimates that the company's adjusted
debt to EBITDA metric stood at around 7.1x at the end of 2020.

On January 18, 2021, Moody's upgraded Atotech's CFR to B2 from B3,
reflecting the company's improving operating performance, which hit
the trough in the second quarter of 2020, and the rating agency's
expectation that its financial performance will continue to recover
in 2021. In Q2 2020, Atotech suffered from the severe downturn of
the automotive industry, as much of the world's car production had
temporarily stopped due to the coronavirus pandemic. However,
driven by the resilient electronics end-market, which accounts for
approximately 64% of revenues, and recovering automotive markets,
Atotech's sales and EBITDA generation returned to growth in Q3
2020. Moody's had previously expected Atotech's financial
performance to recover only gradually in 2021-22. The rating agency
now expects EBITDA growth to lead to Moody's-adjusted debt/EBTIDA
below 7.0x in H1 2021. At the time of the ratings upgrade, Moody's
noted positively the company's intentions to launch an IPO and to
use proceeds to repay debt. However, at that point the potential
changes to Atotech's capital structure were not yet reflected in
the company's ratings.

Atotech's B2 CFR continues to reflect the company's (1) leading
position in the niche plating chemicals market; (2) high barriers
to entry due to its well invested production base, certification
required to be an approved supplier for mission critical products,
history of collaboration with top Original Equipment Manufacturers
(OEMs) and its portfolio of over 2,000 patents; (3) strong
reputation with customers, which benefits from their focus on
quality and technical competence as well as innovation and R&D; and
(4) high reported EBITDA margins in the high twenties percent,
reflective of its strategic focus on the most value added segments
of its markets. At the same time, Atotech's CFR remains constrained
by the company's highly leveraged capital structure and its
relatively smaller size compared with its closest competitors in
both key end-markets.

LIQUIDITY

Atotech has a good liquidity position supported by a large $300
million cash balance at the end of September 2020, albeit about $62
million was located in China, and an undrawn $250 million revolving
credit facility (RCF) due at the end of January 2022 which Moody's
expects to be extended well ahead of its maturity date. In
addition, Moody's expects positive free cash flow (FCF) in 2021-22,
which further supports the company's liquidity profile.

The company's debt maturity profile is also favourable. The first
debt instrument to mature is the PIK toggle due in 2023, then the
senior secured term loan maturing in 2024 and the senior notes due
in 2025.

The review will also focus on how the IPO and the planned use of
proceeds will impact the company's liquidity position.

STRUCTURAL CONSIDERATIONS

Moody's assumes a group recovery of 50%, resulting in a PDR of
B2-PD, in line with the CFR, as is typical of capital structures
consisting of a mix of secured and unsecured debt. The B1 rating on
the $1.6 billion secured term loans, one notch above the CFR,
reflects that there is $425 million of unsecured debt, rated Caa1,
ranking below it in the capital structure. The term loans are
guaranteed by a substantial number of subsidiaries of the group and
secured on a first priority basis by a material amount of assets
owned by the group, excluding those in China. The Term loans have
guarantees from entities that represent 47% of EBITDA and 62% of
assets. The Caa1 rating on the unsecured notes, two notches below
the CFR, reflects the substantial amount of secured debt in the
structure.

The Caa1 rating assigned to the PIK toggle notes reflects its
junior status, being structurally and contractually subordinated to
the senior secured term facilities and senior unsecured notes.
However, Moody's believes that the recovery rate in a distressed
scenario would be low for both senior unsecured notes and PIK notes
and does not justify a notching difference between the two
instruments. Moody's notes that the group has prepaid approximately
$80m of the PIK notes during 2020.

Atotech's capital structure could change materially if IPO proceeds
and some of the cash at hand will be used to fully repay the PIK
toggle notes and the unsecured notes. However, it is likely that
the notching uplift of the senior secured term loans versus the CFR
will be removed once the subordinated debt has been repaid.

RATIONALE FOR REVIEW

The review will focus on (i) the completion of the IPO and the
associated use of proceeds; (ii) the impact of the planned debt
reduction on Atotech's financial profile and capital structure
including its liquidity position; and (iii) the implications of the
IPO on the company's financial policy.

The ratings could be upgraded if (1) Moody's adjusted debt/EBITDA
falls towards 5.5x; (2) retained cash flow/debt increases above
10%, both on a sustained basis; (3) Moody's adjusted EBITDA margins
remains in the high 20s in terms of percentage and (4) liquidity
position remains strong.

While unlikely at this juncture, the ratings could be downgraded if
(1) the company Moody's adjusted debt/EBITDA remains above 7.0x; or
(2) if Atotech does not continue to generate positive FCF; or (3)
liquidity significantly deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

COMPANY PROFILE

Atotech UK Topco Ltd (Atotech) is the global leader in specialty
electroplating chemicals. Electroplating is coating a material with
a thin layer of precious metal to enhance its resistance or look.
For 2019, Atotech reported $1.19 billion of revenue and generated
Moody's-adjusted EBITDA of $339 million (28.5% margin). Established
in 1869, Atotech had been part of Total SE (Aa3 negative) since
1977. In January 2017, the Carlyle Group acquired Atotech from
Total SE for around $2.7 billion.


BAUMOT UK: Enters Administration After Lockdown Hits Markets
------------------------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that Silverstone-based
exhaust technology manufacturer Baumot UK has been placed into
administration by its German parent company.

The firm has appointed Cowgill Holloway Business Recovery after the
Baumot Group filed for insolvency after its core markets of the UK,
Israel and Italy were affected by lockdown brought on by the Covid
pandemic, TheBusinessDesk.com relates.

According to TheBusinessDesk.com, a statement from the Baumot Group
said: "Despite intensive efforts, the company has not yet succeeded
in closing the resulting liquidity gap by injecting capital from
investors or state support funds.

"The use of the self-administration insolvency procedure offers
Baumot the opportunity to advance measures of a restructuring
program and the group will use the opportunities offered by the
restructuring to emerge stronger from this difficult phase for all
of us."

The UK arm of the firm, which is listed on the Frankfurt Stock
Exchange, made a loss of over GBP3.1 million for 2019,
TheBusinessDesk.com relays, citing latest available accounts.  At
the time, the company employed 21 people, TheBusinessDesk.com
notes.


FAB UK 2004-1: S&P Cuts Ratings on Class A-3E and A-3F Notes to 'D'
-------------------------------------------------------------------
S&P Global Ratings lowered to 'D (sf)' from 'CCC- (sf)' its credit
ratings on FAB UK 2004-1 Ltd.'s class A-3E and A-3F notes following
an interest shortfall at the November 2020 payment date. At the
same time, S&P has affirmed its ratings on the class A-1E, A-1F,
A-2E, and BE notes.

The rating actions follow S&P's analysis of the transaction's
performance and the application of our relevant criteria.

At the latest payment date in November 2020, the class A-3E and
A-3F notes received only 48% of the amount due. In the priorities
of payment for this transaction, principal is used to pay down the
class A-1E, A-1F, and A-2E notes after the reinvestment period and
before covering any interest shortfall on the class A-3E and A-3F
notes, which did not happen due to insufficient funds. Due to the
deleveraging, the available credit enhancement has increased since
our previous review to 27.1% from 10.4%; however, we will monitor
the timeliness of interest payment going forward. Based on the
missed payment to noteholders, S&P has lowered its ratings on the
class A-3E and A-3F notes to 'D (sf)' from 'CCC- (sf)'.

S&P said, "Since our previous review, the number of obligors has
decreased to 13, with one obligor being 18% of the portfolio due to
the deleveraging. We therefore believe that this assets pool is not
granular and diversified., Consequently, in our analysis, we
considered additional features such as the credit quality, the
supplemental test results, and other qualitative factors unique to
the transaction, rather rather then the cash flow outputs.

The class A-1E and A-1F notes have continued to amortize, with only
0.5% of their initial balance now outstanding. The credit
enhancement for these classes of notes has consequently increased
to 97.58% from 58.44%, and supplemental test results continue to
pass. In this instance, the credit and cash flow analysis indicate
that the class A-1E and A-1F notes benefit from break-even default
rate and scenario default rate cushions that S&P would typically
consider to be in line with higher ratings than those assigned.
Nevertheless, considering the concentration, lack of
diversification, and the worsening of the interest coverage ratio,
S&P has affirmed its 'A- (sf)' ratings on the class A-1E and A-1F
notes.

S&P said, "Since our previous review, the class A-2E notes have
continued to receive timely interest payments, and the credit
enhancement has increased to 67.7% from 38.0%. The class A-2E notes
will benefit from becoming the controlling class where it will
amortize before shortfalls in the junior notes are covered. In this
instance, the credit and cash flow analysis indicate that the class
A-2E notes benefit from break-even default rate and scenario
default rate cushions that we would typically consider to be in
line with lower ratings than those affirmed. Nevertheless,
considering the concentration, lack of diversification, and the
prompt repayment of the senior class, leading to this class
becoming the senior class, we have affirmed our 'BBB- (sf)' rating
on the class A-2E notes.

"For the class BE notes, we believe that this class of notes is
highly vulnerable to a payment default at maturity given the
current level of undercollateralization and the amount of deferred
interest to be cured. Therefore, we have affirmed our 'CC (sf)'
rating on this class of notes in line with our criteria for
assigning 'CCC' category ratings."

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."

FAB UK 2004-1 is a cash flow mezzanine structured finance CDO of a
portfolio that predominantly consists of U.K. mortgage-backed
securities. The transaction closed in April 2004.


GEMGARTO 2021-1: Fitch Assigns CCC(EXP) Rating on Class E Notes
---------------------------------------------------------------
Fitch Ratings has assigned Gemgarto 2021-1 plc's (GMG2021-1) notes
expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already received.

DEBT            RATING
----            ------
Gemgarto 2021-1 PLC

A     LT  AAA(EXP)sf  Expected Rating
B     LT  AA-(EXP)sf  Expected Rating
C     LT  A(EXP)sf    Expected Rating
D     LT  A-(EXP)sf   Expected Rating
E     LT  CCC(EXP)sf  Expected Rating
X     LT  BB(EXP)sf   Expected Rating
Z     LT  NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

GMG2021-1 is a securitisation of owner-occupied (OO) mortgages
originated by Kensington Mortgage Company Limited (KMC) and backed
by properties in the UK. The transaction features originations of
OO loans up to December 2020 and the residual origination of the
Finsbury Square 2018-1 PLC (FSQ2018-1) transaction.

KEY RATING DRIVERS

Additional Coronavirus Assumptions (Negative): Fitch expects a
generalised weakening in borrowers' ability to keep up with
mortgage payments due to the economic impact of the coronavirus
pandemic and the related containment measures. As a result, Fitch
has applied coronavirus assumptions to the mortgage portfolio (see
EMEA RMBS: Criteria Assumptions Updated due to Impact of the
Coronavirus Pandemic).

The combined application of revised 'Bsf' representative pool
weighted average foreclosure frequency (WAFF), revised rating
multiples and arrears adjustment resulted in a multiple to the
current FF assumptions of 1.1x at 'Bsf' .

Recent Prime OO Originations (Positive): The initial pool comprises
a mix of recent and more seasoned OO loans (about 30% residual
origination of FSQ2018-1). The most recent portion includes loans
originated in December 2020, representing about 13% of the pool,
whereas 2Q20 to 4Q20 originations represent about 60% of the pool.

The weighted average original loan-to-value (OLTV) for the initial
pool is 76.0% (calculated taking the balances of the mortgage loan
and equity loan into account for help-to-buy loans) and is slightly
lower than the OO sub-pool of the most recent Finsbury Square
2020-2 transaction (77.5%). KMC reduced its OLTV limit to 85% from
95% at the beginning of 2Q20.

Moderate Pool Migration Risk (Negative): The four-year revolving
period will allow new assets to be added to the portfolio funded by
principal collections in excess of a scheduled amortisation
schedule for the class A notes. The replenishment criteria help
mitigate the potential migration of the portfolio's credit profile,
but there remains the potential for deterioration during the
revolving period. Fitch has assumed changes to the portfolio
characteristics within the replenishment criteria limits listed in
the transaction documentation.

High Proportion of Self-Employed Borrowers (Negative): Loans to
self-employed borrowers make up 43% of the pool and based on the
eligibility criteria for the revolving period this can increase to
45%. Kensington may lend to self-employed individuals with only one
year's income verification completed or the latest year's income if
profit is rising.

Fitch believes this practice is less conservative than other prime
lenders. Fitch has applied an increase of 1.3x to the FF for
self-employed borrowers with verified income instead of 1.2x, as
per criteria (see Criteria Variation for further details).

RATING SENSITIVITIES

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

-- Stable to improved asset performance driven by stable
    delinquencies and defaults would lead to increasing credit
    enhancement and potential upgrades.

-- Fitch tested an additional rating sensitivity scenario by
    applying a decrease in the FF of 15% and an increase in the
    recovery rate (RR) of 15%. The impact on the subordinated
    notes could be an upgrade of up to two notches.

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

-- The broader global economy remains under stress from the
    coronavirus pandemic, with surging unemployment and pressure
    on businesses stemming from social-distancing guidelines.
    Government measures related to the coronavirus pandemic
    introduced a suspension on tenant evictions and mortgage
    payment holidays, both for up to three months. Fitch
    acknowledges the uncertainty of the path of coronavirus
    related containment measures and has therefore considered more
    severe economic scenarios.

-- As outlined in "Fitch Ratings Coronavirus Scenarios: Baseline
    and Downside Cases", Fitch considers a more severe downside
    coronavirus scenario for sensitivity purposes whereby a more
    severe and prolonged period of stress is assumed with a
    halting recovery from 2Q21. Under this scenario, Fitch assumed
    a 15% increase in WAFF and a 15% decrease in WARR. The results
    indicate downgrades of up to three notches.

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

-- Additionally, unanticipated declines in recoveries could also
    result in lower net proceeds, which may make certain notes'
    ratings susceptible to potential negative rating actions
    depending on the extent of the decline in recoveries. Fitch
    conducts sensitivity analyses by stressing both a
    transaction's base-case FF and RR assumptions, and examining
    the rating implications on all classes of issued notes.

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.

CRITERIA VARIATION

Kensington may choose to lend to self-employed individuals with
only one year's income verification completed. Fitch believes this
practice is less conservative than that at other prime lenders.
Fitch applied an increase of 1.3x to the foreclosure frequency for
self-employed borrowers with verified income instead of the 1.2x
increase as per its criteria.

Excluding the criteria variation has no impact on the rated notes.

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Deloitte LLP. The third-party due diligence described
in Form 15E focused on comparison and re-computation of certain
characteristics with respect to the mortgage loans and related
mortgaged properties in the data file. Fitch considered this
information in its analysis and it did not have an effect on
Fitch's analysis or conclusions.

DATA ADEQUACY

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

Fitch conducted a review of a small targeted sample of Kensington's
origination files during the FSQ2020-1 rating process and found the
information contained in the reviewed files to be adequately
consistent with the originator's policies and practices, and the
other information provided to the agency about the asset
portfolio.

Overall, Fitch's assessment of the asset pool information relied
upon for the agency's rating analysis according to its applicable
rating methodologies indicates that it is adequately reliable.

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.


LOIRE UK MIDCO 3: Moody's Affirms B3 CFR & Alters Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the ratings of Loire UK Midco 3 Limited (Midco, the
company, or LGC) and Loire Finco Luxembourg S.a.r.l. Concurrently,
Moody's has affirmed the company's B3 corporate family rating and
its B3-PD probability of default rating. Moody's has also affirmed
the B3 ratings on the backed senior secured facilities, including
the GBP265 million revolving credit facility due 2026, and the
GBP1,042 million equivalent Term Loan B due 2027, all issued by
Loire Finco Luxembourg S.a.r.l., a directly wholly-owned subsidiary
of Midco.

The rating action reflects the following interrelated drivers:

- On the back of the strong operating performance to date driven
by LGC's presence on the COVID tests value chain and the robustness
of the rest of the business, Moody's expects de-leveraging towards
6x by year-end 2021, ending 31 March 2021.

- LGC's solid market positioning in its core segments, which are
underpinned by strong market fundamentals.

- Moody's expects the pace of de-leveraging will be influenced by
the level of M&A activity, which has historically been debt
funded.

- The company's improving underlying free cash flow generation,
notwithstanding acquisition/integration costs and capital
spending.

RATINGS RATIONALE

LGC's B3 CFR reflects the group's (1) high pro forma leverage of
6.8x as measured by Moody's-adjusted debt/EBITDA as of the last 12
months ended 30 September 2020, pro-forma for the acquisitions
completed during the previous 12 months; (2) acquisitive growth
strategy, which will likely keep leverage elevated; (3) relatively
small scale in terms of revenue (4) competitive and fragmented
nature of its end markets; and (5) Moody's expectation of modest
free cash flow generation after acquisition related costs.

Conversely, the rating is supported by LGC's: (1) strong albeit
niche market positions supported by high barriers to entry and a
large proportion of recurrent revenues; (2) diversified customer
base with an average relationship length of 10 years; (3) good
profitability, as measured by pro forma Moody's-adjusted EBITDA
margin, of around 30%; and (4) the high-single-digit revenue growth
rate expected on average in LGC's underlying markets.

Social and governance factors are important elements of LGC's
credit profile. LGC's ratings factor in its private equity
ownership, its financial policy, which is tolerant of high
leverage, and its history of pursuing debt-funded growth. At the
same time, the group has a stable management team, well-defined
acquisition strategy and good track record of successfully
integrating acquisitions. The group's tolerance for leverage is
further evidenced by the presence of the PIK note held outside the
restricted group, that although not factored into Moody's leverage
calculations, is part of the group's capital structure.

Medical products and devices is one of the sectors identified in
Moody's social heat map as subject to moderate social risks,
largely driven by demographic trends and product safety and
labelling risks. The rating agency expects both factors to benefit
LGC, increasing demand for its products. Conversely, the continued
access to a highly skilled workforce is one of the more significant
challenges that LGC faces in the future, and one that could
potentially impact operating margin growth. LGC's reputation as a
trusted provider is critical to its success and any decline in its
standing, through poor quality of testing or weakness in its
control environment could have a material effect in its credit
profile.

OUTLOOK RATIONALE

The positive outlook reflects Moody's expectations that the company
will remain strongly positioned for the assigned rating and that
the operating environment will remain favourable for the next
quarters. Moody's also expects that new acquisitions will not lead
to a material increase in Moody's-adjusted debt/EBITDA and will be
successfully integrated into the group.

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

Upward pressure on the rating could occur if leverage, as measured
by Moody's-adjusted debt/EBITDA, were to decrease below 6.5x, and
FCF/debt will increase towards 5%, for a sustained period of time.

Downward pressure on the rating could occur if, for a sustained
period of time, free cash flow becomes negative or Moody's-adjusted
debt/EBITDA, were to increase above 7.5x; if there is a
deterioration in the liquidity profile or a loss of major
accreditations or clients leading to revenue declines.

LIQUIDITY

LGC's liquidity remains good, with GBP88.1 million unrestricted
cash and GBP265 million undrawn RCF available as at 30 September
2020. Moody's expects ample availability under the RCF's springing
covenant given the significant headroom under its Consolidated
Senior Secured Net Leverage Ratio (not to exceed 11.5x).

STRUCTURAL CONSIDERATIONS

The B3 ratings of the senior secured facilities (TLB and RCF)
borrowed by Loire Finco Luxembourg S.a.r.l., a wholly owned
subsidiary of Loire UK Midco 3 Limited, are in line with the B3 CFR
given the all-senior capital structure.

The B3-PD probability of default rating (PDR) is in line with the
B3 CFR, which reflects Moody's typical 50% corporate family rating
recovery assumption for all senior covenant-lite capital
structures.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Medical Product
and Device Industry published in June 2017.

CORPORATE PROFILE

LGC, headquartered in Teddington, UK, provides genomic analysis
tools, measurement tools and supply chain assurance solutions to a
wide range of end-markets including molecular and clinical
diagnostics, pharma and biotech, food, agricultural biotech and
environmental industries. LGC is the UK designated National
Measurement Institute for chemical and bioanalytical measurement.
The group was acquired by a consortium led by Astorg and Cinven in
April 2020.


SHINE HOLDCO III: Moody's Withdraws B3 CFR on Financing Repayment
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the B3 corporate family
rating and the B3-PD probability of default rating of Shine Holdco
III Limited (International Car Wash Group [ICWG]). At the same
time, Moody's withdrew the B2 ratings of Shine Acquisition Co
Sarl's USD545 million senior secured first lien term loan due 2024
and the USD75 million revolving credit facility due 2022, and the
Caa2 rating of the USD175 million senior secured second lien term
loan due 2025. The outlooks for both issuers has been withdrawn
from stable.

RATINGS RATIONALE

This rating action reflects that the rated instruments are no
longer outstanding following ICWG's repayment of all its existing
financing facilities on January 20, 2021. The repayment followed
the successful initial public offering (IPO) of ICWG's parent
Driven Brands Holdings Inc.

In line with Moody's practice, the agency is withdrawing the
ratings due to the rated obligation no longer being outstanding.

ICWG was acquired by Driven Brands in August 2020 in an all-stock
leverage-neutral transaction. Both companies were majority owned by
funds managed by Roark Capital at the time of acquisition.

ICWG operates a network of around 939 sites across 12 European
countries, Australia and, since 2015, the US, where it now has
around 199 sites, washing around 40 million cars every year. The
group generated GBP263 million of revenue in 2019.

Driven Brands is a leading automotive services franchisor with a
strong platform of approximately 4,185 locations across 15
countries. The company services include general repair and
maintenance, automotive paint, collision, parts distribution, quick
lube, car wash and appearance refinishing services. The company has
been majority owned by funds managed by Roark Capital since 2015,
and acts as the franchisor of its brands including Maaco, Meineke,
and Take 5.

LIST OF AFFECTED RATINGS:

Withdrawals:

Issuer: Shine Holdco III Limited

LT Corporate Family Rating, Withdrawn, previously rated B3

Probability of Default Rating, Withdrawn, previously rated B3-PD

Issuer: Shine Acquisition Co Sarl

Backed Senior Secured Bank Credit Facility, Withdrawn, previously
rated B2

Backed Senior Secured Bank Credit Facility, Withdrawn, previously
rated Caa2

Outlook Actions:

Issuer: Shine Acquisition Co Sarl

Outlook, Changed To Rating Withdrawn From Stable

Issuer: Shine Holdco III Limited

Outlook, Changed To Rating Withdrawn From Stable


TALKTALK TELECOM: Fitch Affirms 'BB-' LT IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed TalkTalk Telecom Group Plc's Long-Term
Issuer Default Rating (IDR) and senior unsecured debt rating at
'BB-' The Outlook is Stable.

The affirmation follows the recommendation by the company's board
to accept the cash offer made by TalkTalk's second-largest
shareholder, Tosca, to acquire the entire share capital of the
company in a take-private transaction. The affirmation reflects
that additional payment in kind (PIK) debt required to fund the
proposed post-transaction structure would not be considered as
TalkTalk's debt and thereby does not weaken the company's credit
profile or increase the probability of default.

TalkTalk's senior unsecured rating will also apply to company's
prospective GBP100 million, 3.875% senior notes due 2025. The notes
are a tap issuance and will be consolidated into a single class
with TalkTalk's existing GBP575 million, 3.875% senior notes due
2025. TalkTalk intends to use the proceeds of the transaction to
repay GBP98 million of its revolving credit facility (RCF) and pay
costs in relation to the refinancing. The transaction is leverage
neutral but TalkTalk does not have any leverage headroom at its
'BB-'rating.

KEY RATING DRIVERS

Leveraged Acquisition by Tosca: Tosca believes the company can best
deliver its existing strategy as a private company. Tosca's cash
offer values TalkTalk at GBP1,112 million. The offer has an
alternative to the cash payment whereby existing shareholders can
elect to receive all or part of their holding in shares of the
private company. The take-private transaction will not result in a
change of control under the indenture of TalkTalk's senior
unsecured debt. The transaction is expected to complete in March
2021.

PIK Funding at Parent Level: The proposed acquisition is expected
to be partly funded through the issuance of PIK toggle notes at the
HoldCo level. The PIK notes will be secured by a share pledge of
the equity holding in TalkTalk. The extent of additional financing
and therefore the final amount of the PIK debt will depend on the
take up of the alternative share offer. The funding at the HoldCo
level is expected to be between GBP250 million to GBP364 million.
This equates to about 1.0x to 1.5x adjusted 12 months to September
2020 EBITDA (pre-IFRS 16).

PIK Debt Neutral to Rating: If the take-private transaction
proceeds as proposed and based on the information provided to
Fitch, Fitch would consider the HoldCo PIK notes as non-debt of the
rated entity, reflecting effective ring-fencing of TalkTalk's
senior debt. HoldCo's PIK notes will be outside of the restricted
group and will be structurally subordinated to TalkTalk's senior
debt. TalkTalk will not guarantee any debt issued outside the
restricted group.

There are no significant events of default in the indenture of the
PIK notes that would cause a cross-default or cross acceleration
with TalkTalk's senior debt that materially raise the probability
of default, in Fitch’s opinion.

PIK Dividend Interest Cover: HoldCo will have the option to settle
PIK interest payments in cash. Consequently, non-payment of cash
interest would not be an event of default under the PIK note
indenture. Cash flows from TalkTalk to HoldCo, would be restricted
to dividend payments and subject to restrictive covenants. Fitch
does not expect TalkTalk's existing dividend policy to change. The
company's current dividend payments of GBP28 million per year will
be sufficient to fully cover PIK cash interest at the lower range
of the PIK issuance.

Subsequent Collateral Security and Ranking: If the take-private
transaction is successful, and subject to consent from TalkTalk's
senior debt holders, the company intends that TalkTalk's senior
debt holders will be granted security through a share pledge over
the shares in each guarantor of the senior debt. There will also be
legal provision of subordination in relation to debt issued outside
of the restricted group. This has been key to Fitch's assessment
that the PIK notes will be subordinate to TalkTalk's senior debt.

High Leverage, Limited Headroom: Fitch expects TalkTalk's funds
from operations (FFO) net leverage to marginally improve in FY21
(fiscal year ending February) to 3.8x from 3.9x in FY20 but remain
above the company's downgrade threshold of 3.5x until end FY22. The
higher leverage is partly due to revenue pressures from the
coronavirus pandemic, ongoing voice usage declines and the higher
cost of sales as a result of growth in fibre customers.

The impact of these factors should ease over the next two to three
years as operating cost reductions are made with increasing fibre
customers. Maintaining some organic deleveraging is essential for
the company's credit profile and rating, due to risks relating to
changes in the competitive and regulatory environment. These risks
drive a more cautious approach to Fitch’s medium- to long-term
base case forecasts.

Sizeable Position, Low Margins: TalkTalk has over four million
landline telephony, broadband and TV customers in the UK and an
internet service provider market share of about 11% (Ofcom
estimates 2019). The company has a value-for-money product
proposition that appeals to a cross-section of the UK telecoms
market. TalkTalk also operates national telecoms infrastructure
with local access that is achieved through the purchase of
regulated wholesale products, largely from incumbent BT Group Plc.

The company's current scale drives a business model with fairly low
operating and pre-dividend free cash flow (FCF) margins (6%-7% and
6%-8%, respectively, over the next two years). This leaves little
room for manoeuvre and exposes the financials to competitive risks
in the sector.

Mature and Competitive Market: The UK broadband market is mature
and Fitch’s expectations are of between 0% to 1% growth per year
over the next two years. The maturity of the market makes growing
TalkTalk's subscriber base harder as it increasingly depends on the
churn of other operators and sustaining its existing customer base.
Many of TalkTalk's competitors operate sizeable convergent telecoms
platforms, targeting multiple market segments with investments in
exclusive content and stronger operating margins.

Cost Structure Realignment: TalkTalk has improved its cost
structure over the past two years. However, with low FCF margins,
the company needs to build more scale or make further improvements
in its cost structure. The latter is more likely to be achievable
in the medium to long term. There are two important factors that
may drive this: i) improvements in wholesale contractual terms as
alternative local access networks increase deployment and provide
greater supplier choice; and ii) potential for capex and opex
reductions through fibre deployment and switch-off local exchanges
as fibre penetration rates increase.

Long-Term Business Model Unknowns: The continued growth of
fibre-based broadband lines creates some uncertainties about
TalkTalk's future product mix and cost structure. Fibre-based local
access lines, while benefiting from higher average revenue per user
(ARPU) and a lower cost-to-serve, also have higher regulated
wholesale costs.

The growth of fibre could imply TalkTalk's business model may
change to incorporate a greater mix of variable costs with lower
operating margins. The company should be able to offset lower
margins through reduced network capex at the FCF level. Visibility
of the eventual outcome for TalkTalk is currently low but
improving.

DERIVATION SUMMARY

TalkTalk is weakly positioned at the 'BB-' level until it can
reduce leverage and improve discretionary capacity to manage its
balance sheet. The rating reflects a sizeable broadband customer
base and the company's positioning in the value-for-money segment
within a competitive market structure. TalkTalk's operating and FCF
margins are below the telecoms sector average. This largely
reflects its scale, unbundled local exchange network architecture
and dependence on regulated wholesale products for 'last-mile'
connectivity. The company is less exposed to trends in cord
'cutting' or 'shaving' where consumers trade down or cancel pay-TV
subscriptions in favour of alternative internet or wireless-based
services. However, TalkTalk's business model faces some
uncertainties in its long-term cost structure as a result of
increasing fibre-based products, evolving regulation and a
continued need to improve its structure.

Peers such as BT Group Plc (BBB/Stable) and Virgin Media Inc.
(BB-/Stable) benefit from various combinations of full local loop
network access ownership, and/or greater revenue diversification as
a result of scaled positions in multiple products segments, such as
mobile and pay-TV, and higher operating margins.

KEY ASSUMPTIONS

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

-- Revenue decline of 4% in FY21, growth of about 1% in FY22 –
    FY23;

-- Fitch defined EBITDA margin about 14% in FY21 gradually
    increasing to about 15% by FY23;

-- Capex-to-sales ratio of around 6%-7% FY21-FY23;

-- Increase in working capital of GBP38 million per year FY21 –
    FY23; and

-- Stable dividends of GBP28 million per year FY22-25.

RATING SENSITIVITIES

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

-- Strong operational performance leading to high-single digit
    pre-dividend FCF margin

-- Comfortable liquidity headroom

-- FFO net leverage sustainably below 3.0x.

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

-- A contraction in pre-dividend FCF margin to low single digits

-- Shrinking liquidity headroom or FFO interest cover being
    sustained below 3.0x

-- FFO net leverage sustained above 3.5x

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

Satisfactory Liquidity: As at 30 September 2020, the company had
access to total committed revolving credit facilities of GBP430
million (undrawn GBP275 million). The group's debtor securitisation
of GBP75 million is partly drawn (GBP66 million drawn at end
September 2020) and Fitch expects the company to roll this over
when it comes due in September 2022. Fitch's base case forecasts
envisage that TalkTalk will be FCF negative in FY21, with FCF
turning positive from FY22.

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.


TALKTALK TELECOM: S&P Cuts ICR to 'B+' on Tosca IOM Transaction
---------------------------------------------------------------
S&P Global Ratings lowered its ratings on U.K.-based TalkTalk
Telecom Group PLC (TalkTalk) and its senior notes to 'B+' from
'BB-'.

S&P said, "The stable outlook reflects our expectation that
TalkTalk will grow its revenue and EBITDA in FY2022, largely as a
result of customer upgrades to faster fiber broadband and easing of
pandemic headwinds. We expect TalkTalk's adjusted debt to EBITDA
will fall to 4.2x-4.5x and its adjusted free operating cash flow
(FOCF) to debt will remain above 5%."

S&P said, "We expect the proposed acquisition of TalkTalk by Tosca
IOM Ltd. (HoldCo) to be financed through payment-in-kind (PIK)
toggle notes raised by HoldCo. As a result, we forecast that
TalkTalk's pro forma S&P Global Ratings-adjusted leverage,
including the HoldCo PIK, will increase to about 4.4x-4.8x in
fiscal year (FY) ending Feb. 28, 2021."

The downgrade is based on the Tosca IOM acquisition of TalkTalk
that will increase TalkTalk's pro forma leverage.

Tosca IOM is planning to raise GBP250 million-GBP364 million of
subordinated PIK toggle HoldCo debt, sitting outside the restricted
group, to acquire the shares of minority shareholders and thereby
take the company private. No shareholder will hold more than 50% of
the HoldCo, meaning there will be no change of control.

As a result of the transaction, S&P expects TalkTalk's pro forma
S&P Global Ratings-adjusted leverage will increase to about
4.4x-4.8x in FY2021, compared with 3.5x in FY2020. S&P also expects
TalkTalk's pro forma adjusted FOCF to debt will be about 7%-8% in
FY2021, compared with its previous base case of above 10%.

TalkTalk is also planning to issue GBP100 million of additional
senior OpCo notes which will be used to pay down revolving credit
facility (RCF) drawings. S&P expects this will be
leverage-neutral.

After revenue decline and stable adjusted EBITDA in FY2021, S&P
expects TalkTalk will report solid growth in FY2022.

S&P said, "In our view, TalkTalk will likely report about 4% total
revenue decline in FY2021, mainly reflecting the COVID-19
pandemic's impact and industry-wide voice decline. The pandemic's
effects have included reduced connections, cancellation of live
sports, and early re-contracting by customers. We expect TalkTalk's
adjusted EBITDA will be similar to FY2020's level (about GBP290
million) thanks to margin improvement from reduced one-off costs.

"We subsequently expect solid 1%-2% growth in revenue and 3%-4%
growth in adjusted EBITDA in FY2022, primarily driven by average
revenue per user (ARPU) improvement, lower service costs from
customer upgrades to faster fiber broadband (fiber to the cabinet
[FTTC] and fiber to the premises [FTTP]), and the easing of
pandemic headwinds. We also expect TalkTalk will gain some
subscribers from the likes of BT and Virgin Media, partly supported
by the regulation on end-of-contract notifications. Subscriber
gains might be subdued, however, since operators will likely focus
their attention on retaining their own customers. In terms of
business-to-business revenue, we expect stronger data revenue
thanks to the continued shift in the Ethernet base to higher-speed
products. However, we anticipate that this could be more than
offset by continued voice and carrier revenue decline.

"We therefore expect that TalkTalk's adjusted debt to EBITDA will
fall to 4.2x-4.6x in FY2022. We forecast that its adjusted FOCF to
debt will decline to 5%-7%, compared with our previous expectations
of more than 10%. This is because we expect EBITDA improvement will
be offset by optional HoldCo interest payments of about GBP25
million-GBP35 million, which we assume will be paid in cash, as
well as by capital expenditure (capex) normalizing at about GBP100
million."

TalkTalk has reasonable medium- to long-term growth prospects from
transition to full fiber, but execution and competition remain a
risk.

In addition to transitioning 100% of its customer base to fiber
(FTTC or FTTP) products by the end of FY2024--from 67% in
FY2021--TalkTalk is aiming for full FTTP to represent about 40% of
its base in FY2024, from 3% in FY2021. To provide FTTP, TalkTalk
will secure a wholesale agreement with Openreach, in addition to
its existing agreement with CityFibre.

While the transition to full fiber provides potential benefits for
TalkTalk's ARPU, there are various factors that could slow the pace
of ARPU growth. These include the impact of tough competition on
pricing, and possible reticence across a portion of TalkTalk's
price-sensitive and value-conscious customer base to quickly
upgrade to significantly more expensive broadband packages. Ofcom's
recent announcement that it intends to forgo fiber price regulation
for at least 10 years on higher-speed services (over 40 megabytes
per second for downloads) could also mean that TalkTalk pays higher
wholesale prices to Openreach, constraining its EBITDA margins.

The stable outlook reflects S&P's expectation that TalkTalk will
grow its revenue and EBITDA in FY2022, mainly because of customer
upgrades to faster fiber broadband and the easing of pandemic
headwinds. It expects TalkTalk's adjusted debt to EBITDA will fall
to 4.2x-4.6x and its adjusted FOCF to debt will remain above 5%.

Upside scenario

S&P could raise the rating if TalkTalk reduces its adjusted debt to
EBITDA below 4x and maintains its adjusted FOCF to debt above 5%.
S&P expects this would be the result of sustained solid revenue and
EBITDA improvement thanks to fiber upgrades.

Downside scenario

S&P could lower the rating if TalkTalk's adjusted debt to EBITDA
rose above 5x or its adjusted FOCF to debt fell significantly and
sustainably below 5%. This could be the result of continued revenue
decline; for example, if competitive pressures impeded TalkTalk's
ability to grow its broadband ARPU and subscriber base while voice
revenue continued to decline, and if one-off costs were higher than
expected.


THAME AND LONDON: Moody's Completes Review, Retains Caa1 CFR
------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Thame and London Limited and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on January 15, 2021 in
which Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.

Key rating considerations.

Thame and London Limited's (Travelodge) Caa1 Corporate Family
Rating (CFR) reflects the current and longer-term impact of the
coronavirus pandemic on the company's business, liquidity, leverage
and overall credit quality. Following the travel restrictions and
lockdowns implemented in the UK, Travelodge's credit standing has
been significantly affected and its revenue will remain
significantly depressed in the coming months. Moody's expects the
company's sensitivity to lower occupancy and its high fixed costs
base, including rents, will put pressure on the company's liquidity
over the next 12 months. More positively, the rating also reflects
the company's leading position in the UK budget hotel industry and
its reliance on domestic UK demand. Moody's notes the recent GBP30
million equity injection, the GBP60 million super senior term
facility refinancing and a GBP65 million private placement, which
all should help to cover expected cash burn in the coming months.
Moody's believes that Travelodge's focus on the more resilient
midscale and economy sector and its ability to attract both
business and leisure customers in approximately equal proportion
provides a measure of cushion and will facilitate the company's
recovery.

The principal methodology used for this review was Business and
Consumer Service Industry published in October 2016.


TOGETHER FINANCIAL: S&P Alters Outlook to Stable, Affirms BB- ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K. specialist lender
Together Financial Services Ltd. and its non-operating holding
company, Bracken MidCo1 PLC, to stable from negative.

S&P said, "At the same time, we affirmed the 'BB-' long-term issuer
credit rating on Together and the 'B+' rating on Bracken. We also
affirmed our issue ratings on senior secured notes (SSNs) issued by
Jerrold Finco PLC, a subsidiary of Together, and the
payment-in-kind (PIK) toggle notes issued by Bracken."

Together has continued to diversify and stabilize its funding base,
while its earnings -- led by its high-margin business and low
weighted-average loan-to-value profile -- have remained relatively
resilient. S&P said, "Combined, we believe these traits will
support the ratings on Together and Bracken over the next 12
months, notwithstanding our negative view of U.K. financial
systemwide risks. As such, we have revised our outlook on both
entities to stable from negative."

Privately owned Together is a specialist mortgage lender, with a
gross loan book of GBP4.1 billion as of Sept. 30, 2020. The group
has a small, albeit expanding, presence in an increasingly price
competitive and saturated U.K. mortgage market. It focuses
especially on segments of the market that may require some form of
manual underwriting including bridge loans, second-lien lending,
and buy-to-let lending. Because of its niche, higher margin lines
of business, the group has a robust track record of profitability,
with a five-year weighted-average net interest margin of above 7%.

Contrary to S&P's previous concerns that the COVID-19 pandemic
could render funding markets more difficult or more costly to
access, Together has issued well in excess of GBP1 billion of
funding across its facilities from February of 2020 to date. Most
recently the group closed a GBP500 million six-year issuance from
its financing subsidiary Jerrold Finco in mid-January 2021,
refinancing and upsizing GBP350 million of SSNs. Approximately a
year ago, the group closed another round of SSN funding from
Jerrold Finco, raising GBP435 million to refinance and upsize
GBP375 million of bonds. Additional proceeds from these deals were
primarily used to refinance securitized balances in its private
facilities. In July 2020, the group closed its fourth residential
mortgage-backed securities transaction, TABS 4, raising GBP370
million of new funding and freeing up a broadly similar amount in
its private facilities. S&P notes that these transactions are in
public markets, expanding Together's funding diversification away
from its historical reliance on private warehouse facilities.
Though this reliance has been a ratings constraint historically, as
of Sept. 30, 2020, the group had GBP872 million of headroom in its
private facilities, which we view as a significant source of
prospective liquidity.

Successful public funding diversification combined with strong
headroom in its private warehouses represents a stabilizing element
in our rating on Together. As such, this supports the current 'BB-'
rating, and is the main driver of our outlook revision.

The group's funding actions come amid a challenging systemwide
outlook for U.K. lenders. S&P expects the pandemic will continue to
constrain near-term economic activity in the U.K. and forecast that
unemployment will rise materially, later in 2021, as government
fiscal support begins to wind down. This will continue to challenge
asset quality and profitability in the U.K. financial system. This
systemwide view will continue to weigh on our ratings across the
financial services sector, and in the case of Together, will
continue to constrain the rating.

Against the backdrop of the pandemic, in the financial year to June
30, 2020, Together saw further income and balance sheet growth,
offset by its loan impairment rate more than tripling to 168 basis
points (bps) from 44 bps as management applied conservative
macroeconomic assumptions. This led to its ultimate holding
company, Redhill Famco, posting broadly flat comprehensive net
income for the group of GBP54 million--a fairly resilient result,
but down versus 2019. Management has communicated its intention to
limit growth over the coming year, and, indeed, after years of
rapid growth we forecast a flat-to-modestly-smaller balance sheet
in the year ended June 30, 2021 for the group. Together has also
embarked on a round of cost control measures, reducing headcount
and digitizing its back-office processes. As a result, we forecast
the group will see declining net interest income, still elevated
impairments against pre-pandemic levels, and broadly flat net
earnings for the year ended June 30, 2021.

Base case assumptions for Redhill Famco, the ultimate holding
company for Together Financial Services:

-- Flat or modestly negative loan book growth;

-- Still-elevated impairments as a percentage of average loan
book, at roughly 150bps for 2021;

-- Modestly falling operating expenses;

-- Comprehensive net income of GBP50 million-GBP55 million; and

-- Risk-adjusted capital ratio above 10.5% in 2021, a solid level
for the rating and up from approximately 10% at year-end 2020,
before declining in future years as brisk loan growth resumes.

These earnings and balance sheet profiles should support the
ratings on Together and Bracken even if the difficult and uneven
U.K. macroeconomic environment in 2021 proves to be worse than we
currently assume. That said, if the U.K. environment were to
stabilize and Together's results exceed our base case, additional
upside could resurface.

S&P said, "Beyond our assessment of Together's funding and
liquidity position, and its capital and earnings profile, our 'BB-'
rating also considers the group's niche role in the U.K. mortgage
market, and its consistent underwriting standards.

"We rate three issuances within the consolidated group: the two
SSNs issued by Jerrold Finco, and the PIK toggle notes issued by
Bracken. We equalize the rating on the SSNs with the broader group
credit profile of 'bb-'. This captures the guarantee between
Together and Jerrold Finco. Since our rating on Together is below
investment grade, we also perform our asset coverage tests to
derive the rating on the SSNs. This has no effect on the issue
rating. We equalize the rating on the PIK notes with the issuer
credit rating on Bracken because we see no further subordination of
the notes beyond that captured in our assessment of the issuing
entity. The 'B+' issuer credit rating on Bracken sits one notch
below the rating on Together, considering Bracken's structural cash
flow subordination.

"The stable outlook reflects our expectation that Together will
maintain its solid funding franchise and resilient operating
profitability over our 12-month outlook horizon. We expect to see
the group continue to access public and private markets to maintain
its funding franchise, while holding its profitability and capital
around current levels. This is despite our expectation of ongoing
pressure on volumes and asset quality given the uncertain U.K.
macroeconomic environment.

"We could lower the ratings if Together's asset quality
deteriorates materially beyond our base case or the group's revenue
generation capacity became severely pressured."

S&P could raise the ratings if:

-- The U.K. economic environment were to stabilize; and

-- The group's asset quality, operating performance, and business
prospects exceeded our current expectations.


[*] UK: New Pension Scheme Bill May Hamper Business Rescues
-----------------------------------------------------------
Josephine Cumbo at The Financial Times reports that business
rescues may be hampered, or even scuppered, because of uncertainty
among professional advisers over how the Pensions Regulator will
exercise sweeping new powers, experts have warned.

According to the FT, a bill introducing wide-ranging new powers for
the regulator to punish individuals who damage company pension
schemes, has just completed its passage through parliament and is
awaiting royal assent.

New criminal offences contained in the pension schemes bill could
see those found guilty of wilfully running down a pension scheme
jailed for up to seven years, the FT states.

But experts said the provisions in the bill were so broadly drafted
it was not clear who could be in the regulator's sights, the FT
notes.

About 5,500 business with defined benefit, or final-salary style
pensions, are currently in the scope of the legislation, the FT
discloses.  Many, particularly in the retail and transport sectors,
are potentially facing restructuring pressures as a result of the
pandemic, according to the FT.

"The act will introduce two new criminal offences which could
potentially apply to a wide range of activity -- both directly and
indirectly related to a pension scheme," the FT quotes Laura Amin,
principal with Lane Clark & Peacock, actuarial consultants, as
saying.

"The offences do not just apply to company directors -- and could
extend to shareholders, lenders, trustees and their advisers --
whether or not they were aware of the consequences of their
actions at the time."

According to the FT, Rosalind Connor, managing partner with Arc
Pensions Law, said a "very wide range of perfectly normal
(corporate) activity might be caught" by the new offences.

"It isn't possible in advance to be able to work out what actions
or events might fall foul of it," she said.

"If you are a lender, investor or even a landlord or supplier, and
you run the risk by simply engaging with a business with a defined
benefit pension scheme of being caught in the criminal justice
system and going to trial by jury, a lot of people simply won't
want to take that risk, however remote."

Ms. Connor added that "inevitably means that employers with defined
benefit pensions will find there are fewer people to do business
with, or help them in a rescue."

The bill is likely to receive royal assent in the next few weeks
but the new criminal offences and regulatory powers are not due to
come into force until the autumn to give the Pensions Regulator
time to consult on and issue guidance on how it will exercise its
new powers, the FT discloses.

This month, the government confirmed the new criminal sanctions
would not be applied until the guidance was issued and not
retrospectively, the FT relays.

In spite of this assurance, experts said businesses struggling
today because of Covid-19 pressures may find it more difficult to
secure rescue deals, according to the FT.




===============
X X X X X X X X
===============

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.



                           *********


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

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

Copyright 2021.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *