---

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

                          E U R O P E

          Tuesday, February 2, 2021, Vol. 22, No. 18

                           Headlines



C Z E C H   R E P U B L I C

SAZKA GROUP: S&P Alters Outlook to Stable & Affirms 'B+' ICR


F R A N C E

MARNIX FRENCH: S&P Alters Outlook to Positive & Affirms 'B' ICR


G E R M A N Y

TELE COLUMBUS: S&P Affirms 'B-' ICR on Takeover Offer by Kublai


G R E E C E

OPAP SA: S&P Alters Outlook to Stable & Affirms 'B+' LongTerm ICR
WIND HELLAS: S&P Affirms 'B' LongTerm ICR on Tower Disposal


I R E L A N D

BLACK DIAMOND 2015-1: Moody's Affirms B3 Rating on Cl. F Notes
CAIRN CLO VI: Moody's Affirms B3 Rating Class F-R Notes
CONTEGO CLO II: Moody's Affirms B1 Rating on Class F-R Notes
HENLEY CLO IV: S&P Assigns Prelim. B- Rating on Class F Notes


K A Z A K H S T A N

FIRST HEARTLAND: S&P Affirms 'B/B' ICRs, Outlook Negative


R O M A N I A

TRANSELECTRICA SA: Moody's Completes Review, Retains Ba1 CFR


U N I T E D   K I N G D O M

AA BOND: S&P Assigns B+ Rating on Class B3-Dfrd UK Notes
ARCADIA GROUP: ASOS to Acquire Four Brands for GBP295 Million
ATOTECH UK: S&P Raises ICR to 'B', On Watch Pos. Over Planned IPO
ENQUEST PLC: S&P Affirms 'CCC+' ICR, Outlook Stable
NMC HEALTH: Restructuring Plan Approval Expected in First Half

PROMETHEUS INSURANCE: Unable to Meet Claims Obligations
ST MARY'S INN: New Owners Buy Business Out of Administration
UTILITY ALLIANCE: Files for Administration, 300+ Jobs Affected

                           - - - - -


===========================
C Z E C H   R E P U B L I C
===========================

SAZKA GROUP: S&P Alters Outlook to Stable & Affirms 'B+' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on Czech gaming company
Sazka Group A.S. (Sazka) to stable from negative and affirmed all
its ratings on the company, including its 'B+' long-term issuer
credit rating. Recovery ratings are affirmed at '3'.

The stable outlook reflects S&P's expectation that the group will
reduce adjusted leverage to below 4x, supported by solid operating
performance across its subsidiary businesses, successfully
weathering government restrictions on any of its operations.

Sazka now owns 55.48% of CASAG, and S&P is proportionately
consolidating this increased stake into Sazka's credit metrics.

On June 26, 2020, Sazka closed the acquisition of an additional
17.19% stake in CASAG from Novomatic, thereby increasing its
ownership to 55.48%. S&P said, "The terms of the shareholder
agreement signed with OBAG, the second-largest shareholders of
CASAG, supports our proposed consolidation approach. From the
second half of 2020, Sazka began to consolidate CASAG based on the
governance provisions in the shareholder agreement. As a result, we
began to proportionately consolidate CASAG at Sazka's HoldCo level,
similar to our approach on OPAP. We understand CASAG's stake will
further increase to 59.79% by year-end 2021."

S&P said, "Following the COVID-19 pandemic's impact on 2020
performance, we expect earnings and cash flow to increase in 2021,
as we anticipate a gradual recovery, particularly in Sazka's
markets affected by the pandemic."  The pandemic's effect on
Sazka's operations varies from country to country, as follows:

In Greece, S&P saw an impact on OPAP's operations (which remain
closed at this stage), given the government-imposed closures,
including OPAP's extensive network of agents' stores. For 2020, S&P
expects OPAP's S&P Global Ratings-adjusted EBITDA to decline by
more than 35% to about EUR265 million (excluding Stoiximan), from
EUR412.6 million in 2019. In addition, two important actions took
place in 2020:

  -- In 2011, OPAP agreed to prepay EUR375 million for its gaming
license extension from 2020 until 2030. Then, in 2013, an addendum
was signed, whereby it was agreed that EUR300 million (of the
original EUR375 million) would represent a prepayment of gross
gaming revenue (GGR) taxes (corresponding to a future value of
EUR1.83 billion) for the 2020-2030 duration of the gaming license
extension. In return, as of Oct. 13, 2020, and for the duration of
the license extension, the Hellenic State agreed to lower OPAP's
GGR tax rate to 30% from 35%, out of which 5% would be an actual
cash outflow. S&P said, "Given this tax reduction, we expect the
group to see an increase in other income, which will be ultimately
captured in our adjusted EBITDA, in line with anticipated
recognition in OPAP's audited accounts. As a result, we expect the
group will report materially higher operating cash flows. At the
same time, we will also start recording a yearly accruing debt
adjustment, which represents potential consideration that will be
owed to the Hellenic State at the agreement's expiry in 2030. This
potential settlement will depend on whether, during the course of
the agreement, the tax benefits enjoyed by OPAP exceed the present
value of the carried prepaid tax benefit under the agreement.
Nonetheless, we remain cautious over the longer term regarding the
longevity and sustainability of the agreement, given its length,
materiality, and government-counterparty nature."

  -- Throughout 2020, OPAP increased its stake in the Greek and
Cypriot activities of the online gaming company Stoiximan to a
majority, and now holds 84.48%. As a result, S&P expects
Stoiximan's Greek and Cypriot operations will be fully consolidated
in OPAP's accounts. Stoiximan is a pure online business, and as
such demonstrated strong performance throughout the pandemic.

In Italy, following certain closures during the first half of 2020,
operations resumed in May, and Lottoitalia quickly ramped up
operations. It returned to growth, relative to 2019 revenue, in the
last couple of months of 2020.

In Austria and the Czech Republic, performance was notably solid at
the top line amid the pandemic, with 2020 GGR expected to be up 10%
in the Czech Republic, and up 2% in Austria, compared with 2019.

  -- For the Czech Republic, the tax rate for lottery products
increased to 35% (from 23%) as of Jan. 1, 2020.

  -- In 2020, CASAG was affected by approximately EUR60 million in
restructuring costs; however, these should start to generate cost
savings.

S&P said, "Following the temporary closure of some of Sazka's
land-based operations, and the impact this had on its subsidiaries
-- notably OPAP, and to a lesser extent, CASAG -- we anticipate a
gradual recovery in 2021. We expect this will accelerate in the
second half of 2021, and it will likely be supported by a number of
corporate actions to contain costs that were taken in 2020."

Sazka obtained a EUR500 million investment from Apollo Funds and
secured a new EUR640 million senior secured facilities agreement.  
On Nov. 10, 2020, Sazka announced it had entered into an agreement
with Apollo, whereby Apollo Funds will invest EUR500 million for an
equivalent 11.9% stake in the group. The proposed Apollo investment
is structured as an investment in the new parent shareholder of the
group, Sazka Entertainment AG, which owns and controls 100% of
Sazka Group. S&P said, "We understand that EUR200 million will be
distributed as a payment to existing shareholder, KKCG, while the
remaining EUR300 million will be used to capitalize on acquisition
and growth opportunities. The investment is still subject to
regulatory approval and should close during the first half of 2021.
According to our criteria, the EUR500 million investment does not
meet the requirement for equity treatment, and we therefore treat
it as debt." This treatment (as adjusted debt) stems predominately
from the existence of features that would encourage the equity
instrument's holder to request payment after eight years, and the
existence of a yearly fixed yield (6% if paid in cash or 8% if
payment-in-kind).

On Dec. 16, 2020, Sazka secured a EUR640 million financing
agreement. The proceeds were used to refinance certain existing
facilities of Sazka and some subsidiaries. In S&P's view, this move
helps simplify the structure by taking away some debt at the OpCo
and intermediary level (Sazka A.S. and CAME in particular).

S&P said, "In our base case, we forecast that adjusted leverage
metrics will decline just below 4x and FFO (funds from operations)
to debt will increase toward 20% by end-2021.   Our assessment of
EBITDA and debt calculations include full consolidation of Sazka
A.S., proportional consolidation for OPAP and CASAG, and equity
method accounting for Lottoitalia. We forecast an adjusted pro rata
EBITDA of about EUR375 million in 2020, increasing to about EUR625
million-EUR675 million in 2021. The improvement in EBITDA stems
from gradual recovery in key markets, OPAP's GGR tax agreement,
Stoiximan's Greek and Cypriot activities' consolidation, and
additional expected stake increases in both OPAP and CASAG.

"Incorporating the above factors, we expect about EUR2.1 billion of
proportionate net debt by end-2020, increasing to about EUR2.6
billion by 2021 (mostly because of our treatment of the Apollo
investment as debt).

"As a result, we anticipate that S&P Global Ratings-adjusted debt
to EBITDA for 2021 will fall just below 4.0x, from over 5.5x
expected at the end of 2020. We also expect FFO to debt to approach
20% over the same period. Our forecast free operating cash flow
necessarily includes some instances of proportional consolidation
accounting, but given the HoldCo debt structure at Sazka's parent
level, we also consider the sustainability and accessibility of
cash sources flowing to the parent, relative to fixed cash uses and
contractual obligations, including interest cover and covenant
headroom.

"Our ratings on Sazka factor in expectations that the company will
comfortably cover its operating and interest costs at the holding
level through the projected dividends from its subsidiaries.   We
anticipate that during 2021, Sazka will receive cash dividends of
about EUR80 million-EUR85 million from Lottoitalia, though Sazka
believes there could be material distributions of additional share
capital from Lottoitalia beyond our base case, owing from those
that were not paid in 2020. In addition, we assume EUR15 million
dividends from CASAG, Sazka's expected cash flow generation, and
about EUR100 million of existing cash at the HoldCo level
(incorporating only its 100%-owned subsidiaries, so excluding OPAP
and CASAG). In our view, these sources of cash are sufficient to
cover Sazka's minimum annual fixed costs, which include operating
expenditure (opex) of about EUR15 million-EUR20 million, interest
costs of about EUR90 million (including an assumed EUR30 million
cash payment on Apollo's investment), and a EUR55 million
amortization on its recently issued EUR220 million amortizing loan.
At Sazka's HoldCo level, we expect cash sources to uses (namely
opex, interest costs, and debt payments) should be covered at about
1.5x-2.0x in 2021, improving toward 3.3x-3.8x in 2022."

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."

S&P said, "The stable outlook reflects our view that the group will
reduce adjusted leverage to below 4x, supported by a solid
operating performance across its subsidiary businesses,
successfully weathering government restrictions on any of its
operations."

S&P could revise the outlook to negative or downgrade the credit
rating over the next 12 months if:

-- S&P believes that the pandemic is still affecting the company's
performance, reducing its confidence in its forecast and impairing
the company's ability to maintain its improved credit metrics;

-- Sazka adopts a more aggressive financial policy than S&P
expects, resulting in debt to EBITDA remaining over 4x over a
longer period, which could result from, for example, debt-funded
shareholder returns or debt-funded mergers and acquisitions; or

-- Liquidity pressures or stress at operating subsidiaries result
in an inability to access or upstream dividend cash such that
Sazka's HoldCo cash sources to uses decline below 2.0x.

S&P could revise its outlook to positive or raise its rating on
Sazka over the next 12 months if:

-- S&P believes that the pandemic's impact, or changes in consumer
spending following the widespread availability of a vaccine, are
unlikely to have a negative effect on the company's performance,
giving it a high level of confidence that Sazka will achieve our
forecast;

-- Sazka maintains its good performance over the next 12 months,
demonstrating consistency in its performance through turbulent
macroeconomic conditions, leading adjusted debt to EBITDA to
decline below 4x on a sustainable basis and FFO to debt to approach
20%; and

-- The company clearly articulates a financial policy consistent
with the maintenance of a capital structure that supports a higher
rating.




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

MARNIX FRENCH: S&P Alters Outlook to Positive & Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Marnix French ParentCo to
positive from stable; it also affirmed its 'B' long-term issuer
credit rating on Marnix French ParentCo and Marnix SAS, and its 'B'
issue rating on the group's senior secured debt.

S&P said, "The positive outlook indicates that we could raise the
ratings in the next 12 months if we anticipated Webhelp's adjusted
leverage would decrease sustainably below 5x and funds from
operations (FFO) to debt improve above 12%, and we expected
financial policy to support the long-term improvement in credit
metrics.

"Webhelp generated solid organic growth in the first nine months of
2020, and we expect the group will sustain 8%-10% revenue growth in
2020 and 2021.   COVID-19's impact on revenue has been limited to
volume reduction in some sectors, such as travel and leisure, while
e-commerce and high technology clients strongly supported the
group's total revenue growth. Webhelp took rapid mitigating action
following the announcement of the first lockdown measures in March.
The group implemented working-from-home for more than 40,000
employees, ensuring business continuity and maintaining an active
commercial pipeline during lockdown. All of this translated into
solid revenue growth, in particular from large international
clients, confirming the group's leading positions in the European
customer relationship management (CRM) market, and paving the way
for continued growth opportunities. In our view, growth prospects
for the CRM BPO industry remain solid despite the pandemic,
supported by increasing digitalization and outsourcing trends for
customer care operations.

"We expect Webhelp's adjusted EBITDA will increase to EUR250
million-EUR270 million in 2020, supported by top-line growth and
EBITDA margin improvement.   Despite a hit on profitability in the
first quarter from COVID-19, the company swiftly implemented
actions to reduce the cost base, such as temporary leave and cost
savings on facility management, and benefited from local government
support measures. As a result, we forecast that adjusted EBITDA
margins--after one-off expenses associated with COVID-19 and with
implementing working from home solutions--will improve to 16%-17%
from 15.6% in 2019. Combined with strong cash management, such as
postponed social charges, value-added taxes payments, and
negotiations of payment terms with suppliers, we expect the group
will be able to generate solid free operating cash flow (FOCF) of
EUR80 million-EUR120 million in 2020 and 2021, a significant
improvement compared with negative FOCF in 2019 --largely due to
transaction and restructuring expenses.

"With solid EBITDA growth and strong cash flow, Webhelp has
deleveraged marginally faster than we projected in 2020, and we
expect this trend to continue in 2021, absent large debt-funded
acquisitions.   We forecast adjusted leverage to reduce to below
5.5x in 2020 from 6.3x in 2019, which is broadly in line with our
initial base-case scenario following Webhelp's acquisition by
Groupe Bruxelles Lambert (GBL) in November 2019. We now anticipate
the improvement in credit metrics will accelerate from 2021, driven
by Webhelp's ability to sustain solid organic growth translating
into EBITDA and cash flow increases. In our view, the group's
financial policy under GBL's ownership is likely to support
deleveraging, considering the new owner's long-term investment
strategy. Although bolt-on acquisitions could still be part of the
group's growth strategy, we expect GBL will prioritize deleveraging
and organic growth over dividend distributions and large
acquisitions.

"The positive outlook indicates that we could raise the ratings in
the next 12 months if we anticipated Webhelp's adjusted leverage to
decrease sustainably below 5.0x and FFO to debt to improve above
12%, and we expected financial policy to support the long-term
improvement in credit metrics.

"We could raise the ratings if we believed that Webhelp's resilient
operating performance would support a sustainable improvement in
credit metrics commensurate with a 'B+' rating, including adjusted
debt to EBITDA below 5.0x and adjusted FFO to debt above 12%. This
would be contingent on continued EBITDA improvement through organic
growth, underpinned by the group's market-leading positions in the
European CRM BPO industry and ability to contain cost increases. To
achieve a higher rating, the group would also need solid FOCF
translating into adjusted FOCF to debt comfortably above 5%.
Finally, we would need to be convinced that the group and its
shareholder are committed to a prudent financial policy and a lower
long-term leverage target. We would therefore expect the group to
refrain from undertaking large debt-funded acquisitions or
significant shareholder remuneration.

"We would revise the outlook to stable if we expected adjusted
leverage to remain above 5x and FFO to debt below 12%, due to
unexpected deterioration in profitability and weaker cash flow.
This could happen due to escalating competition from other CRM BPO
players, increased pricing pressure, deterioration in service
quality, or a cybersecurity breach that could disrupt operations
and damage the group's reputation. We could also revise the outlook
to stable if the group's attempted a large debt funded acquisition
and we expected leverage to remain above 5x as a result."




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

TELE COLUMBUS: S&P Affirms 'B-' ICR on Takeover Offer by Kublai
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit and
issue ratings on German cable operator Tele Columbus (TC) and its
senior secured term loan.

S&P said, "The stable outlook indicates our view that TC's adjusted
leverage will decrease to 6.3x in 2021 compared with our estimate
of 6.9x in 2020 because of the planned debt repayment, partly
offset by lower EBITDA stemming from nonrecurring costs related to
project initiation. We expect TC will undergo a sustained cash burn
over the next five to six years because of the expansionary capex
to roll out fiber coverage."

In December 2020, TC signed an agreement with Kublai GmbH, an
entity managed by Morgan Stanley Infrastructure Partners (MSIP), to
support its public takeover offer. Kublai will also commit up to
EUR475 million as a capital increase and an extra EUR75 million to
repay part of TC's debt and fund its fiber strategy upon completion
of the offer.

TC's key shareholders support the public takeover offer.

S&P said, "We understand that the announced transaction is expected
to be completed in the second quarter of 2021, subject to minimum
acceptance by 50% of shareholders, waivers from bond and loan
creditors, and regulatory approvals. We note that the transaction
is supported by TC's two major shareholders, United Internet, which
will rollover its 29.9% of TC's shares to Kublai, and Rocket
Internet, which holds about 13.4% of TC's shares, indicating a good
chance of success.

"The transaction and planned capital increase will strengthen TC's
balance sheet, but we foresee longer term funding needs.

"Upon completion of the transaction and subsequent capital
increase, we expect TC will roll out its strategy to expand its
fiber coverage from the current less than 10% of homes to more than
65% in the next 10 years, and open up its network to other domestic
telecom providers like Telefonica and 1&1. We also expect TC to
repay a sizable portion of its existing debt and reduce its
leverage to about 6.3x in 2021, compared with our estimated 6.9x in
2020. The ratio could further improve to below 6x in 2022 after TC
ramps up the initialization of its fiber strategy, which we expect
will lead to a pick-up of wholesale business. While we think the
debt repayment and TC's plan to expand fiber coverage is credit
positive, because of lower leverage and better network quality, we
see a large funding gap to be filled in the next five to six years.
We forecast TC's free operating cash flow (FOCF) after lease
expenses at negative EUR80 million-EUR100 million in 2021-2022,
compared with about positive EUR15 million-EUR20 million in 2020.
We expect the company's internal cash flow and the planned initial
capital increase will offset this negative FOCF in 2021-2022, but
we anticipate a large funding gap from 2023."

Successful execution of the fiber strategy will improve TC's
business risk profile.

S&P said, "We think TC's rapid expansion of fiber coverage will
strengthen its network quality because of a much higher internet
speed and lower maintenance costs related to fiber compared with
hybrid fiber-coaxial (HFC). Additionally, TC's strategy to open up
its network will increase its network penetration, leading to
growing profitability, and more stable revenue streams as an
infrastructure service provider. TC's current broadband penetration
is only about 21%, resulting in a strong upside for the wholesale
business. That said, given that TC has no track record in wholesale
business and we have limited insight into TC's contracts with its
wholesale customers, we see relatively high uncertainty on TC's
wholesale business growth. Lower growth of this segment could
exacerbate TC's cash flow pressure, considering the large capex
needs for the fiber strategy, which we deem crucial for TC to
maintain its speed advantage and long-term relationships with
housing associations." Additionally, TC's own retail business
recovery could be slowed by entering into direct competition with a
larger national vendor that enjoys better brand awareness.

TC's retail business is stabilizing.

TC's internet revenue generating units (RGU) have steadily grown
over the past two years after a significant decline in 2018, thanks
to the company's improving customer services and speed advantage
over digital subscriber line (DSL). This resulted in largely stable
core revenue (excluding lower-margin construction business),
despite the structural decline of the cable TV business. S&P said,
"We estimate TC's nonrecurring cost will decline to less than EUR15
million in 2020, compared with EUR25 million in 2019, and EUR46
million in 2018. Together with TC's optimized capex, we forecast TC
will generate positive FOCF after lease expenses in 2020, after
EUR25 million-EUR30 million cash burn in 2018 and 2019."

S&P said, "The stable outlook indicates our view that TC's adjusted
leverage will decrease to 6.3x in 2021 compared with our estimate
of 6.9x in 2020 because of the planned debt repayment, partly
offset by lower EBITDA stemming from nonrecurring costs related to
project initiation. We expect TC will undergo a sustained cash burn
in the next five to six years because of the expansionary capex to
rollout fiber coverage.

"We could lower the rating if TC's wholesale revenue growth is
worse than our current forecast, resulting in much slower EBITDA
growth, higher cash burn, and a liquidity shortfall.

"We could raise the rating if TC demonstrates a solid track record
of project execution and consistent EBITDA growth, leading to
adjusted debt to EBITDA sustainably below 5.5x, while maintaining
sufficient liquidity to fund the fiber strategy."




===========
G R E E C E
===========

OPAP SA: S&P Alters Outlook to Stable & Affirms 'B+' LongTerm ICR
-----------------------------------------------------------------
S&P Global Ratings revised the outlook on Greece-based OPAP S.A. to
stable from negative. At the same time, S&P affirmed its 'B+'
long-term issuer credit rating on OPAP.

S&P said, "The stable outlook reflects our view that OPAP will
achieve a solid operational performance over the next 12 months and
report S&P Global Ratings-adjusted debt to EBITDA comfortably below
4x.

"We expect the tax benefits from the Gross Gaming Revenue (GGR) Tax
Agreement between Greece-based OPAP S.A. and the Hellenic State, as
well as OPAP's majority-stake acquisition of Stoiximan, will
strengthen OPAP's performance over 2021.

"Additionally, we forecast stronger credit metrics in 2021 for
OPAP's parent Sazka Group A.S. (Sazka) than previously expected, on
the back of its majority stake acquisition in Casinos Austria
(CASAG), and have therefore revised the outlook on Sazka from
negative to stable.

"We continue to forecast materially weaker earnings and cash flows
for OPAP in 2020 due to the temporary closure of some of its
physical stores over a prolonged period.

The Greek government mandated the closure of nonessential stores in
the country, including OPAP's extensive retail network, on two
occasions--March 14, 2020 to June 7, 2020, and as of Nov. 7, 2020,
with restrictions still in place. As a result, S&P expects OPAP's
EBITDA in 2020 will decline by more than 35% vis-a-vis 2019, and
its S&P Global Ratings-adjusted debt to EBITDA will increase to
just below 4.0x from 2.7x in 2019. On a monthly basis, S&P
calculates a GGR impact of about EUR140 million, translating into
an EBITDA loss of about EUR70 million (excluding the benefits of
the GGR Tax Agreement, which we calculate at about EUR15 million
when no GRR is generated) and monthly cash burn of about EUR25
million.

Tax benefits resulting from the GGR Tax Agreement will support
OPAP's performance over the forecast horizon.  In 2011, OPAP agreed
to prepay the Hellenic State EUR375 million for its gaming license
extension from 2020 until 2030. Then, in 2013, an addendum was
signed, whereby it was agreed that EUR300 million (of the original
EUR375 million) would represent a prepayment of GGR taxes
(corresponding to a future value of EUR1.83 billion) for the
2020-2030 duration of the gaming license extension. In return, as
of Oct. 13, 2020, and for the duration of the license extension,
the Hellenic State agreed to lower OPAP's GGR tax rate to 30% from
35%, out of which only 5% would be actual cash outflow. S&P said,
"Given this tax reduction, we expect the group will see an increase
in other income, which will be ultimately captured in our adjusted
EBITDA, in line with anticipated recognition in OPAP's audited
accounts. As a result, we anticipate the group will report
materially higher operating cash flows. At the same time, we will
also start recording a yearly accruing debt adjustment, which
represents a potential consideration that will be owed to the
Hellenic State at the agreement's expiry in 2030. This potential
settlement will depend on whether, during the course of the
agreement, the tax benefits enjoyed by OPAP exceed the present
value of the carried prepaid tax benefit under the agreement.
Nonetheless, we remain cautious regarding the longevity and
sustainability of the agreement, given its length, its materiality,
and its government-counterparty nature."

OPAP's acquisition of Stoiximan will support its transition to
online gaming.  In 2020, OPAP increased its stake in the Greek and
Cypriot activities of the online gaming company Stoiximan to a
majority, and now holds 84.48%. As a result, S&P expects
Stoiximan's Greek and Cypriot operations will be fully consolidated
in OPAP's accounts going forward. This acquisition will improve
OPAP's share in the online gaming market, which has shown a degree
of resilience to the impact of the COVID-19 pandemic, toward 50%.
This should support OPAP's transition toward online gaming, which
has accelerated in response to COVID-19 restrictions.

S&P said, "We expect a rebound in OPAP's performance in 2021,
driven by an improving macroeconomic environment.   As a result of
the expected tax benefits and the acquisition of Stoiximan, we
anticipate OPAP's 2021 EBITDA will nearly double 2020 levels,
reaching EUR550 million-EUR600 million. This forecast also assumes
COVID-19 restrictions will gradually be lifted as the vaccination
process progresses, and is supported by the company's potential new
product launches, the overall enhancement of OPAP's online
offering, further video lottery terminal (VLT) network
optimization, and enhanced utilization of customer data/customer
relationship management (CRM) systems. Consequently, by year-end
2021, we forecast the company's S&P Global Ratings-adjusted
leverage will decline to below 2.0x, from nearly 4.0x in 2020, and
both funds from operations (FFO) to debt and free operating cash
flow (FOCF) to debt will approach 40.0%, from about 20.0% in 2020.

"The outlook revision mirrors the rating action on OPAP'S majority
shareholder Sazka, which reflects our expectation of stronger
metrics for Sazka in 2021 than we previously anticipated following
its majority-stake acquisition of CASAG.  The ratings on OPAP is
capped at the level of the group credit profile of Sazka, its main
shareholder. Our assessment of OPAP's stand-alone credit profile
(SACP) is now 'bb'. Despite its sizable free float, we believe that
OPAP is not insulated from Sazka, given that no shareholder other
than Sazka-controlled entities owns more than 5% of its capital.
Sazka heavily relies on OPAP's cash flow, consolidates OPAP based
on a control position into its own audited accounts, and nominates
representation to OPAP's board of directors. This constrains our
long-term issuer credit rating on OPAP by two notches at 'B+'."

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.

S&P said, "The stable outlook reflects our view that OPAP's
operational performance over the next 12 months will be solid, as
well as our forecast of S&P Global Ratings-adjusted debt to EBITDA
comfortably below 4x over this period. Given the rating on OPAP is
capped by that on its parent Sazka, any rating action will be
linked to the credit profile of Sazka."

S&P could revise its outlook or downgrade OPAP if pandemic-related
disruption was more prolonged and severe than its base case
assumes. A revision of outlook or downgrade could result from one
or a combination of the following:

-- Sazka's credit metrics weaken materially beyond our base case,
such that its S&P Global Ratings-adjusted debt to EBITDA remains
sustainably above 4.0x and FFO to debt below 12%;

-- OPAP's credit metrics weaken materially beyond our base case,
such that its S&P Global Ratings-adjusted debt to EBITDA increases
to over 4.0x and FOCF to debt decreases to below 5%; and/or

-- Sazka's or OPAP's liquidity deteriorates, for example from
declining cash flow generation, or, in the case of Sazka, a decline
in cash dividend receipts.

S&P could revise its outlook or raise its rating on OPAP over the
next 12 months if:

-- S&P believes that the effects of the pandemic or changes in
consumer spending following the widespread availability of a
vaccine are unlikely to have a materially negative impact on the
company's performance, giving it confidence that OPAP will achieve
its forecasts;

-- S&P foresees no meaningful changes to the GGR Tax Agreement or
how the benefits are reflects in OPAP's accounts;

-- Sazka maintains a stable performance over the next 12 months,
leading to adjusted debt to EBITDA to decline comfortably below
4.0x on a sustainable basis and FFO to debt to approach 20%;

-- Sazka clearly articulates a financial policy consistent with
the maintenance of a capital structure that supports a higher
rating;

-- OPAP's credit metrics are at least in line with its current
base case, including adjusted leverage well below 4.0x on a
sustainable basis; and

-- Sazka and OPAP maintain adequate liquidity.

Established in 1958, OPAP is the national Greek and Cypriot gaming
company, exclusively operating the national lottery, numerical
lottery, instant lottery, land-based sports betting, VLTs, and
horse racing. OPAP has a large retail network in Greece with about
4,000 dedicated points of sale (POS) alongside another 8,500 POS
and street vendors for the distribution of instant lotteries.

In 2001, after a few structural changes, OPAP was partially
privatized and listed on the Athens stock exchange. Just prior to
the partial privatization, OPAP acquired a 20-year concession for
EUR323 million to operate all sport betting games and number
betting games active in Greece, which was extended in 2011 until
2030. OPAP also received the exclusive right for any future sport
betting games, and a preemptive right for exclusive management and
conduct of any other betting games the Greek government allows or
monitors.

In 2013, OPAP became 100% private after transferring a 33% stake to
Emma Delta, a private international investment fund whose majority
owner is Sazka (78.6% of ownership). Sazka also owns a direct stake
in OPAP. As of year-end 2020, Sazka's stake in OPAP is about 43% of
paid-up share capital.

Following an about 10% contraction in Greece's GDP in 2020, S&P
expects growth of 5.2% in 2021 and 5.0% in 2022, while it
anticipates unemployment will reduce to below 18%. Recovery
prospects in Greece should contribute positively to OPAP's revenue
growth over the next two years.

A rebound in GGR growth of 30%-35% in 2021 to EUR1.4 billion-EUR1.6
billion, mainly thanks to the consolidation of Stoiximan, the
lifting of COVID-19 restrictions, potential new product launches,
the enhancement of OPAP's online offering, further VLT network
optimization, and enhanced utilization of customer data/CRM
systems.

Adjusted EBITDA margin of 22%-23% in 2020, materially increasing in
2021 toward 35%, primarily thanks to the GGR Tax Agreement and some
ongoing cost controls.

Forecast adjusted EBITDA approaching EUR265 million in 2020
(excluding Stoiximan's activities), more than doubling to EUR550
million-EUR600 million in 2021.

Capital expenditure (capex) of about EUR13 million in 2020,
increasing toward EUR20 million in 2021 and 2022.

For 2021, S&P assumed a dividend payout of about EUR400 million.
S&P anticipates that a sizable part of the declared dividends might
be retained through the shareholders exercising the scrip option.

Cash on balance and future cash flow generation will mainly be used
for dividend distributions over time, in line with the company's
financial policy.

S&P includes an accruing additional debt adjustment starting 2021
to reflect the potential GGR Tax Agreement settlement due in 2030.
For 2021 S&P estimates the accruing debt at EUR25 million-EUR30
million, and an additional EUR30 million-EUR35 million accruing in
2022.

Liquidity

S&P said, "We assess OPAP's liquidity as adequate, reflecting our
view that the company's sources of liquidity will cover its uses by
more than 1.2x over the next 12 months. Liquidity sources would
still exceed uses even if EBITDA were to decline by more than 15%.
However, we believe OPAP is unlikely to be able to absorb
high-impact, low-probability events without needing refinancing,
given its lack of track record in the international capital
markets, its dependence on one economy, and the gaming industry's
volatility."

S&P estimates the group's principal liquidity sources over the next
12 months starting Jan. 1, 2021, will include:

-- Cash on balances and cash equivalents of about EUR420 million;
and

-- Forecast FFO of EUR450 million-EUR500 million over the next 12
months.

S&P estimates the group's principal liquidity uses over the same
period will include:

-- Capex of about EUR20 million;

-- EUR75 million-EUR80 million outflow in relation to a
contractual earnout on Stoiximan; and

-- S&P's estimate of about EUR400 million of dividend
distributions.

Covenants

OPAP is subject to various covenants under its different financing
agreements. Under its Hellenic Lotteries SA EUR50 million loan, it
needs to comply with gross debt to EBITDA below 2.5x and EBITDA
gross interest above 4.0x. In 2020, it obtained a waiver because
its leverage went well beyond those metrics. Nonetheless, from 2021
S&P anticipates material headroom of comfortably above 15%.
Overall, it does not expect the company will trigger its covenants
over the forecast period.


WIND HELLAS: S&P Affirms 'B' LongTerm ICR on Tower Disposal
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term rating on Greek
telecom operator Wind Hellas' holding company, Crystal Almond
Intermediary Holdings Ltd. S&P also affirmed its 'B' issue rating
on the group's EUR525 million senior secured notes.

Wind Hellas' resilient operating performance and its expectations
of continued EBITDA growth should maintain S&P Global
Ratings-adjusted debt to EBITDA at or below 4.5x on average.

S&P said, "Wind Hellas has agreed to sell its towers to Vodafone's
Vantage Towers for about EUR400 million and we expect the company
will distribute most of the proceeds as dividends. The sale and
leaseback transaction and subsequent use of proceeds was allowed as
a restricted payment under the bond documentation agreed when the
company releveraged in October 2019 and paid a EUR226 million
dividend. However, the group cannot distribute an amount that would
cause its pro forma net leverage to exceed 3.5x, keeping some cash
trapped within the company until net leverage reduces--a residual
cash amount we do not consider in our adjusted ratios, which
exclude all cash. Wind Hellas should continue to convert ADSL
customers to next generation access (NGA) or fiber to the home
(FTTH) and prepaid mobile customers to postpaid, boosting EBITDA.
This should maintain Wind Hellas' S&P Global Ratings-adjusted
leverage at about 4.5x, including a 0.3x impact from 5G spectrum
commitments which we add to debt. That said, reflective of an
aggressive financial policy, metrics are getting closer to the
downside thresholds and our forecasts remain dependent on a slight
revenue pickup this year and sustained conversion of its fixed
local loop unbundling subscribers to NGA and prepaid to postpaid to
continue driving EBITDA growth. The rating upside remains limited
by the relatively weak free cash flow, since Wind Hellas continues
to invest a significant amount in fiber to the curb (NGA) rollout
and lease payment, and we expect further spending on spectrum. We
forecast reported FOCF after leases to remain about break-even over
2020-2022.

"We do not expect Wind Hellas' operating performance to be
materially affected by COVID-19.

"While we expect Greece's GDP to contract by about 10% in 2020, we
forecast the Greek telecom market will contract by 3% and
anticipate that Wind Hellas' revenue will decline by only 1.3%. We
expect flat annual revenue growth over the next three years because
we anticipate that still declining mobile revenue will be partially
offset by sustained growth from fixed services and an increasing
share of NGA customers. We still see some revenue upside from more
momentum on fixed services as a consequence of pandemic-related
lockdowns and Wind Hellas' new TV offering, since we anticipate
that resuming consumer spending growth and fixed broadband
underpenetration in Greece should contribute to a sustained take-up
of fixed services and to a lesser extent, pay-TV."

Wind Hellas' business risk profile remains constrained by its
smaller scale and lagging market share, but continues to benefit
from rational competition and market growth.

Wind Hellas' share of the Greek telecommunications market is over
12% by total revenue (14.8% last-12-month [LTM] retail market share
in the third quarter), compared with over 55% for Hellenic
Telecommunications, over 21% for Vodafone Greece, and about 4% for
Forthnet. The business risk profile also reflects a lack of
geographic diversification, since Wind Hellas generates all its
revenue in Greece, as well as still higher country risk than most
of its European peers. That said, Greece remains an underpenetrated
market for telecommunications services, compared with the EU
average, and competition has been rational so far between
operators, with no aggressive pricing. These trends should continue
to benefit Wind Hellas.

S&P's assessment is further constrained by the company's limited
owned fixed broadband infrastructure.

Wind Hellas has over 3.5% uptake of NGA wholesale lines, which will
represent about one-third of its broadband revenue generating units
in 2020. It has less than 10,000 active FTTH customers and about
55,000 homes passed (300,000 homes passed when considering FTTC
with 90,000 active customers). It relies on Hellenic
Telecommunications' fixed broadband network, which weighs on
profitability since it has to pay usage fees. Nevertheless,
according to the national plan, it has been granted exclusive
coverage of over 14% of cabinets, mainly in urban areas. S&P
believes that the company will continue with the NGA rollout and
FTTH conversion in the exclusive area, which should fuel wholesale
revenue, and benefit profitability through lower local loop
unbundling fees.

These weaknesses are partly offset by solid improvement in mobile
network quality over the past three years.

This improvement enabled steady revenue growth and small market
share gains over the period. Given significant capex in the past
and a network sharing agreement with Vodafone Greece, Wind Hellas
increased its 4G coverage to 98% of population in Greece in 2019
from 78% in 2016. These investments resulted in improved customer
satisfaction as reflected by declining annual churn in the postpaid
mobile segment to about 9.8% in first-half 2020, from about 24% in
2016, and solid prepaid to postpaid customer conversion. These
network investments have also helped to improve profitability since
2016. In addition, Wind Hellas has significantly improved its 4G
mobile network coverage and started rolling out a next generation
fixed-broadband network in 2017. As a result, its operating
performance has significantly improved. Service revenue grew about
4.7% over 2017-2019, resulting in a small market share gains over
the period. The company's adjusted EBITDA after leases margin
expanded to over 25% in 2019 (and S&P expects over 26% in 2020)
from about 16% in 2016, as the company monetized network
investments and executed cost-cutting programs.

S&P views the launch of pay-TV services, Wind Vision, in 2018, as
benefiting the business.

As of third-quarter 2020, Wind Hellas had about 72,000 subscribers,
representing about a 7% market share. This enables the company to
offer more bundled products, boosting customer retention. S&P sees
solid customer conversion, with the number of converged households
increasing to 248,000 in the third quarter of 2020, from 192,000 in
the third quarter of 2018.

S&P said, "The stable outlook reflects our expectations of
resilient operations and some revenue pick-up this year as well as
higher margins, mitigating heavy capex of about 15%-16% of revenue,
higher lease liabilities, and an aggressive financial policy.

"We could lower the rating if adjusted debt to EBITDA exceeds 4.5x,
coupled with negative FOCF after lease repayments and EBITDA cash
interest coverage declining below 3x for a prolonged period. This
could happen if Wind Hellas fails to monetize its network
investments, reflected in increasing customer churn, declining
revenue, and shrinking EBITDA margins. In addition, we could lower
the rating if debt-financed acquisitions or shareholder returns
lead to higher leverage than we anticipate, or in case of
unexpected liquidity pressure.

"We could raise the rating if Wind Hellas exceeds our base case for
expected network monetization, resulting in FOCF after lease
repayments of about EUR30 million-EUR40 million, with adjusted debt
to EBITDA of about 4x on a sustainable basis."




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

BLACK DIAMOND 2015-1: Moody's Affirms B3 Rating on Cl. F Notes
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Black Diamond CLO 2015-1 Designated Activity
Company ("Black Diamond CLO 2015-1"):

EUR24,300,000 Refinancing Class B-1 Senior Secured Floating Rate
Notes due 2029, Upgraded to Aaa (sf); previously on Dec 8, 2020 Aa1
(sf) Placed Under Review for Possible Upgrade

EUR30,000,000 Refinancing Class B-2 Senior Secured Fixed Rate
Notes due 2029, Upgraded to Aaa (sf); previously on Dec 8, 2020 Aa1
(sf) Placed Under Review for Possible Upgrade

EUR22,900,000 Refinancing Class C Senior Secured Deferrable
Floating Rate Notes due 2029, Upgraded to Aa2 (sf); previously on
Dec 8, 2020 A1 (sf) Placed Under Review for Possible Upgrade

EUR24,800,000 Refinancing Class D Senior Secured Deferrable
Floating Rate Notes due 2029, Upgraded to A3 (sf); previously on
Jul 17, 2020 Affirmed Baa1 (sf)

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

EUR176,300,000 (current outstanding amount EUR124,505,655)
Refinancing Class A-1 Senior Secured Floating Rate Notes due 2029,
Affirmed Aaa (sf); previously on Jul 17, 2020 Affirmed Aaa (sf)

USD67,200,000 (current outstanding amount USD47,453,063)
Refinancing Class A-2 Senior Secured Floating Rate Notes due 2029,
Affirmed Aaa (sf); previously on Jul 17, 2020 Affirmed Aaa (sf)

EUR23,600,000 Refinancing Class E Senior Secured Deferrable
Floating Rate Notes due 2029, Affirmed Ba2 (sf); previously on Jul
17, 2020 Affirmed Ba2 (sf)

EUR9,500,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2029, Affirmed B3 (sf); previously on Jul 17, 2020 Downgraded
to B3 (sf)

Black Diamond CLO 2015-1, issued in September 2015 and refinanced
in January 2018, is a multi-currency collateralized loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European and US loans. The portfolio is managed by Black Diamond
CLO 2015-1 Adviser, L.L.C. (the "Manager"). The transaction's
reinvestment period expired in October 2019.

The action concludes the rating review on the Class B-1, B-2, and C
Notes initiated on 8 December 2020, "Moody's upgrades 23 securities
from 11 European CLOs and places ratings of 117 securities from 44
European CLOs on review for possible upgrade.",
https://bit.ly/2MJyCbL.

RATINGS RATIONALE

The rating upgrades on the Class B-1, B-2, C and D Notes are
primarily due to the update of Moody's methodology used in rating
CLOs, which resulted in a change in overall assessment of obligor
default risk and calculation of weighted average rating factor
(WARF). Based on Moody's calculation, the WARF is currently 3057
after applying the revised assumptions as compared to the trustee
reported WARF of 3394 as of December 2020 [1].

The action also reflects the deleveraging of the Class A-1 and A-2
Notes following amortisation of the underlying portfolio since the
payment date in April 2020.

The Class A-1 and A-2 Notes have paid down by approximately EUR
65.6 million (29%) since the payment date in April 2020. As a
result of the deleveraging, over-collateralisation (OC) has
increased for the senior classes in the capital structure.
According to the trustee report dated December 2020 [1] the Class
B, Class C, and Class D OC ratios are reported at 142.78%, 130.10%
and 118.68%, compared to April 2020 [2] levels of 137.88%, 127.82%
and 118.46%, respectively. Moody's notes the OC ratios reported as
at December 2020 do not reflect the principal distributions made at
the January 2021 payment date where approximately EUR 17.4 million
of principal proceeds were used to repay the Class A-1 and Class
A-2 Notes. Moody's has incorporated in its analysis the
distributions per the January 2021 payment date.

The rating affirmations on the Class A-1, A-2, E and F Notes
reflect the expected losses of the notes continuing to remain
consistent with their current ratings after taking into account the
CLO's latest portfolio, its relevant structural features and its
actual over-collateralization levels as well as applying Moody's
revised CLO assumptions.

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

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

Performing par and principal proceeds balance: EUR 272.4 million
and USD 53.5 million

Defaulted Securities: EUR 2.7 million and USD 5.6 million

Diversity Score: EUR pool 35 and USD pool 16

Weighted Average Rating Factor (WARF): EUR pool 2913 and USD pool
3944

Weighted Average Life (WAL): EUR pool 4.16 years and USD pool 3.39
years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): EUR pool 3.35% and USD pool 5.13%

Weighted Average Coupon (WAC): EUR pool 3.875% and USD pool 5.13%

Weighted Average Recovery Rate (WARR): EUR pool 46.1% and USD pool
44.9%

Par haircut in OC tests: 0.55%

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

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

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in June 2020. Moody's concluded the
ratings of the notes are not constrained by these risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by: (1) the manager's investment strategy and behaviour;
and (2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded
ambiguities.

Additional uncertainty about performance is due to the following:

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

Foreign currency exposure: The deal has significant exposure to
non-EUR denominated assets. Volatility in foreign exchange rates
will have a direct impact on interest and principal proceeds
available to the transaction, which can affect the expected loss of
rated tranches.

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


CAIRN CLO VI: Moody's Affirms B3 Rating Class F-R Notes
-------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
Notes issued by Cairn CLO VI DAC:

EUR42,100,000 Class B-R Senior Secured Floating Rate Notes due
2029, Upgraded to Aa1 (sf); previously on Dec 8, 2020 Aa2 (sf)
Placed Under Review for Possible Upgrade

EUR19,600,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2029, Upgraded to A1 (sf); previously on Dec 8, 2020 A2
(sf) Placed Under Review for Possible Upgrade

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

EUR212,000,000 (Current Outstanding Amount EUR 205,626,000) Class
A-R Senior Secured Floating Rate Notes due 2029, Affirmed Aaa (sf);
previously on Jun 30, 2020 Affirmed Aaa (sf)

EUR17,150,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2029, Affirmed Baa2 (sf); previously on Jun 30, 2020
Confirmed at Baa2 (sf)

EUR24,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2029, Affirmed Ba2 (sf); previously on Jun 30, 2020
Confirmed at Ba2 (sf)

EUR8,700,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2029, Affirmed B3 (sf); previously on Jun 30, 2020
Downgraded to B3 (sf)

Cairn CLO VI DAC, issued in July 2016 and refinanced in July 2018,
is a collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Cairn Loan Investments LLP. The transaction's
reinvestment period ended in July 2020.

The action concludes the rating review on the Classes B-R and C-R
Notes initiated on December 8, 2020, "Moody's upgrades 23
securities from 11 European CLOs and places ratings of 117
securities from 44 European CLOs on review for possible upgrade.",
https://bit.ly/2MNuE1S.

RATINGS RATIONALE

The rating upgrades on the Class B-R and C-R Notes are primarily
due to the update of Moody's methodology used in rating CLOs, which
resulted in a change in overall assessment of obligor default risk
and calculation of weighted average rating factor (WARF). Based on
Moody's calculation, the WARF is currently 2964 after applying the
revised assumptions as compared to the trustee reported WARF of
3310 as of 15 December 2020 [1].

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

Moody's notes that the January 2021 trustee report was published at
the time it was completing its analysis of the December 2020 data.
Key portfolio metrics such as WARF, diversity score, weighted
average spread and life, and OC ratios exhibit little or no change
between these dates.

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

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

Performing par and principal proceeds balance: EUR 336.0m

Defaulted Securities: EUR 7.3m

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2964

Weighted Average Life (WAL): 4.8 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.7%

Weighted Average Coupon (WAC): 4.5%

Weighted Average Recovery Rate (WARR): 45.9%

Par haircut in OC tests and interest diversion test: 0%

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

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

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

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

Counterparty Exposure:

The rating action took into consideration the Notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in June 2020. Moody's
concluded the ratings of the Notes are not constrained by these
risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
Notes, in light of uncertainty about credit conditions in the
general economy. In particular, the length and severity of the
economic and credit shock precipitated by the global coronavirus
pandemic will have a significant impact on the performance of the
securities. CLO Notes' performance may also be impacted either
positively or negatively by: (1) the manager's investment strategy
and behaviour; and (2) divergence in the legal interpretation of
CDO documentation by different transactional parties because of
embedded ambiguities.

Additional uncertainty about performance is due to the following:

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

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


CONTEGO CLO II: Moody's Affirms B1 Rating on Class F-R Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Contego CLO II B.V.:

EUR37,600,000 Class B-R Senior Secured Floating Rate Notes due
2026, Upgraded to Aaa (sf); previously on Dec 8, 2020 Aa1 (sf)
Placed Under Review for Possible Upgrade

EUR24,250,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2026, Upgraded to Aa3 (sf); previously on Dec 8, 2020 A1
(sf) Placed Under Review for Possible Upgrade

EUR16,250,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2026, Upgraded to A3 (sf); previously on Aug 28, 2019
Upgraded to Baa1 (sf)

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

EUR209,500,000 (current outstanding amount EUR 205,000,000) Class
A-R Senior Secured Floating Rate Notes due 2026, Affirmed Aaa (sf);
previously on Aug 28, 2019 Affirmed Aaa (sf)

EUR23,400,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2026, Affirmed Ba1 (sf); previously on Aug 28, 2019
Upgraded to Ba1 (sf)

EUR10,800,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2026, Affirmed B1 (sf); previously on Aug 28, 2019
Affirmed B1 (sf)

Contego CLO II B.V., issued in November 2014 and refinanced in
August 2017, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Five Arrows Managers LLP. The transaction's
reinvestment period ended in November 2018.

The action concludes the rating review on the Classes B-R and C-R
Notes initiated on December 8, 2020, "Moody's upgrades 23
securities from 11 European CLOs and places ratings of 117
securities from 44 European CLOs on review for possible upgrade.",
https://bit.ly/3cHLLNx.

RATINGS RATIONALE

The rating upgrades on the Classes B-R, C-R and D-R Notes are
primarily due to the update of Moody's methodology used in rating
CLOs, which resulted in a change in overall assessment of obligor
default risk and calculation of weighted average rating factor
(WARF). Based on Moody's calculation, the WARF is currently 2955
after applying the revised assumptions as compared to the trustee
reported WARF of 3109 as of December 2020 [1].

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

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

Performing par and principal proceeds balance: EUR 342.7 million

Defaulted Securities: Nil

Diversity Score: 40

Weighted Average Rating Factor (WARF): 2955

Weighted Average Life (WAL): 3.61 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.38%

Weighted Average Coupon (WAC): 5.12%

Weighted Average Recovery Rate (WARR): 46.10%

Par haircut in OC tests and interest diversion test: Nil

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

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as: account bank and swap providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in June 2020. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by: (1) the manager's investment strategy and behaviour;
and (2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded
ambiguities.

Additional uncertainty about performance is due to the following:

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


HENLEY CLO IV: S&P Assigns Prelim. B- Rating on Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Henley
CLO IV DAC's class A, B-1, B-2, C, D, E, and F notes. At closing,
the issuer will issue subordinated notes.

The preliminary ratings reflect S&P's assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior-secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio Benchmarks
                                                Current
  S&P weighted-average rating factor           2,924.68
  Default rate dispersion                        446.34
  Weighted-average life (years)                    5.01
  Obligor diversity measure                       96.75
  Industry diversity measure                      18.19
  Regional diversity measure                       1.21

  Transaction Key Metrics
                                                Current
  Portfolio weighted-average rating  
   derived from S&P's CDO evaluator                   B
  'CCC' category rated assets (%)                  2.90
  Covenanted 'AAA' weighted-average recovery (%)  33.41
  Covenanted weighted-average spread (%)           3.85
  Covenanted weighted-average coupon (%)           4.50

Loss mitigation obligations

Under the transaction documents, the issuer can purchase loss
mitigation obligations, which are assets of an existing collateral
obligation held by the issuer offered in connection with
bankruptcy, workout, or restructuring of such obligation, to
improve the recovery value of such related collateral obligation.

Loss mitigation obligations allow the issuer to participate in
potential new financing initiatives by the borrower in default.
This feature aims to mitigate the risk of other market participants
taking advantage of CLO restrictions, which typically do not allow
the CLO to participate in a defaulted entity's new financing
request. Hence, this feature increases the chance of a higher
recovery for the CLO. While the objective is positive, it can also
lead to par erosion, as additional funds will be placed with an
entity that is under distress or in default. S&P said, "This may
cause greater volatility in our ratings if the positive effect of
such obligations does not materialize. In our view, the presence of
a bucket for loss mitigation obligations, the restrictions on the
use of interest and principal proceeds to purchase such assets, and
the limitations in reclassifying proceeds received from such assets
from principal to interest help to mitigate the risk."

The purchase of loss mitigation obligations is not subject to the
reinvestment criteria or the eligibility criteria. The issuer may
purchase loss mitigation obligations using interest proceeds,
principal proceeds, or amounts in the collateral enhancement
account. The use of interest proceeds to purchase loss mitigation
obligations is subject to:

-- The manager determining that there are sufficient interest
proceeds to pay interest on all the rated notes on the upcoming
payment date; and

-- Following the purchase of such loss mitigation obligation, all
coverage tests shall be satisfied.

The use of principal proceeds is subject to:

-- Passing par coverage tests;

-- The manager having built sufficient excess par in the
transaction so that the aggregate collateral balance is equal to or
exceeds the portfolio's reinvestment target par balance after the
reinvestment;

-- The obligation purchased is a debt obligation, which ranks
senior or pari passu and has a par value greater than or equal to
its purchase price; and

-- The balance in the principal account remaining equal to or
greater than zero after giving effect to the purchase.

Loss mitigation obligations that have limited deviation from the
eligibility criteria will receive collateral value credit for
overcollateralization carrying value purposes. To protect the
transaction from par erosion, any distributions received from loss
mitigation obligations purchased with the use of principal proceeds
will form part of the issuer's principal account proceeds and
cannot be recharacterized as interest. Loss mitigation obligations
that do not meet this version of the eligibility criteria will
receive zero credit.

Amounts received from loss mitigation loans originally purchased
using principal proceeds will be returned to the principal account,
whereas any other amounts can form part of the issuer's interest
account proceeds. The manager may, at their sole discretion, elect
to classify amounts received from any loss mitigation obligations
as principal proceeds.

The cumulative exposure to loss mitigation obligations purchased
with principal is limited to 5% of the target par amount. The
cumulative exposure to loss mitigation obligations purchased with
principal and interest is limited to 10% of the target par amount.

Rating rationale

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.5 years after
closing.

S&P said, "We understand that at closing the portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior-secured term loans and senior-secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.85%), the
reference weighted-average coupon (4.50%), and the target minimum
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.

"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.

"Until the end of the reinvestment period on July 25, 2025, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

"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 the
class A to E notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B-1, B-2, C,
and D notes could withstand stresses commensurate with higher
rating levels than those we have assigned. However, as the CLO will
be in its reinvestment phase starting from closing, during which
the transaction's credit risk profile could deteriorate, we have
capped our preliminary ratings assigned to the notes.

"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our preliminary ratings are commensurate
with the available credit enhancement for all the rated classes of
notes.

"In light of the rapidly shifting credit dynamics within CLO
portfolios due to continuing rating actions (downgrades,
CreditWatch placements, and outlook changes) on speculative-grade
corporate loan issuers, we are making qualitative adjustments to
our analysis when rating CLO tranches to reflect the likelihood
that changes to the credit profile of the underlying assets may
affect a portfolio's credit quality in the near term. This is
consistent with paragraph 15 of our criteria for analyzing CLOs."

To do this, S&P reviews the likelihood of near-term changes to the
portfolio's credit profile by evaluating the transaction's specific
risk factors, including, but not limited to, the percentage of the
underlying portfolio that comes from obligors that:

-- Are rated in the 'CCC' range;

-- Are currently on CreditWatch with negative implications;

-- Are rated with a negative outlook; or

-- Sit within a static portfolio CLO transaction.

Based on S&P's review of these factors, and considering the
portfolio concentration, it believes that the minimum cushion
between this CLO tranches' BDRs and scenario default rates (SDRs)
should be 0.0% (from a possible range of 0.0%-5.0%).

As noted above, the purpose of this analysis is to take a
forward-looking approach for potential near-term changes to the
underlying portfolio's credit profile.

S&P said, "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."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Napier Park
Global Capital Ltd.

  Ratings List

  Class   Prelim.   Prelim. Amount   Interest   Credit
          Rating     (mil. EUR)      rate (%)   enhancement (%)
  A      AAA (sf)      248.000      3mE + 0.90    38.00
  B-1     AA (sf)       13.000      3mE + 1.35    29.75
  B-2     AA (sf)       20.000            1.65    29.75
  C        A (sf)       27.600      3mE + 2.10    22.85
  D      BBB (sf)       23.800      3mE + 3.00    16.90
  E      BB- (sf)       27.600      3mE + 5.25    10.00
  F       B- (sf)       12.000      3mE + 7.46     7.00
  Sub         NR        35.075         N/A         N/A

  NR--Not rated.
  N/A--Not applicable.
  3mE--Three-month Euro Interbank Offered Rate.




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

FIRST HEARTLAND: S&P Affirms 'B/B' ICRs, Outlook Negative
---------------------------------------------------------
Following First Heartland Jusan Bank JSC's (FHJB's) purchase of
99.88% of ATFBank JSC in late December 2020, S&P Global Ratings has
taken rating actions on the two Kazkahstan-based banks.

S&P Global Ratings affirmed its 'B/B' long- and short-term issuer
credit ratings and 'kzBB+' national scale rating on First Heartland
Jusan Bank (FHJB), and assigned a negative outlook. S&P removed the
ratings from CreditWatch with negative implications, where it had
placed them on Oct. 20, 2020.

S&P affirmed its 'B-/B' long- and short-term issuer credit ratings
and 'kzBB' national scale rating on ATFBank. The outlook remains
stable.

S&P said, "Although we believe that the transaction's close eases
some of the uncertainty previously surrounding FHJB's future
strategy, we continue to think that a potentially higher risk
appetite may constrain the bank's capital and liquidity buffers.
The latter creates strategic execution risks for the consolidated
entity--downside risks we factor into the negative outlook.

"We understand that both FHJB and ATFBank took numerous measures to
support their capital levels and adhere to the requirements of the
Asset Quality Review. We note that only minimal information on the
transaction was publicly disclosed, and we believe the lack of
transparency could create additional risks."

After the transaction's closure, First Heartland Securities remains
the majority owner of FHJB with 80.04% stake, while the former
owner of ATFBank, Mr. Galimzhan Yessenov, owns 19.96% at FHJB.

S&P said, "We believe that the support that was provided for the
deal allowed ATFBank to restore its capital buffers and improve its
asset quality. We now expect that ATFBank's risk-adjusted capital
(RAC) ratio will be in 5.0%-7.0% range over the next two years, up
from 3.6% at end-2019. ATFBank's problem loans decreased to below
20% of its total loans after the acquisition from 29.5% at
end-2019, and the problem loans provisioning level improved to
around 100%. In our opinion, the transaction was positive for
ATFBank's stand-alone creditworthiness, and we no longer consider
that the bank is vulnerable and dependent on favorable business
conditions to meet its financial obligations. We therefore raised
ATFBank's stand-alone credit profile (SACP) to 'b-' from 'ccc+' and
removed the positive adjustment notch we applied previously to
reflect our expectation of upcoming support measures, which
materialized."

S&P believes that FHJB is likely to provide extraordinary support
to ATFBank in most foreseeable circumstances. It now sees ATFBank
as a strategically important subsidiary of FHJB.

Although FHJB's consolidated capital position remains a rating
strength, it has marginally worsened after the transaction. FHJB
issued KZT41.6 billion additional capital in late December 2020.
The bank's local regulatory CET1 ratio (K1) stood at 36% as of Jan.
1, 2021, above the regulatory minimum of 6.5%. S&P said, "Our
base-case scenario implies that the bank's RAC ratio, as measured
by our risk-adjusted capital framework methodology, will remain
above 7% over the next 12-18 months. That said, we see some
downside risks related to potential additional provisions that
might stem from asset quality deterioration or additional
unidentified risks related to the ATFBank purchase."

S&P said, "At the same time, we believe that, assessing the
consolidated structure, the size and market presence have improved.
After the acquisition, the group will hold around 10% of the
Kazakhstan banking sector and will be ranked among the top-3
banking groups in terms of assets. An increase in size will also
enable the banks to broaden their potential client base and become
more competitive in most market segments. The consolidated group's
earnings capacity should also increase, but this would be highly
dependent on the success of the group's defined strategy. The
strategy has not been announced yet, complicating the assessment of
its viability. Furthermore, the sustainability of current business
volumes and client stability could lead the bank to gradually gain
systemic importance in Kazakh banking sector. We are therefore
introducing a positive adjustment notch into the ratings on FHJB."

First Heartland Jusan Bank JSC

S&P said, "The negative outlook on FHJB reflects our view that the
bank's overall credit risk profile could deteriorate in the next
12-18 months, due to strategic execution risks or potential
worsening in the capital position. This could happen if the bank
faces additional provisioning needs, demonstrates rapid business
expansion not supported by capital injections, or faces other
obstacles while implementing the new strategy. We could also take a
negative rating action if we saw that the bank is not able to
sustain its consolidated market position.

"We could revise the outlook to stable in the next 12-18 months if
we observed that the bank's capital ratio trended sustainably above
7%, with earnings capacity gradually restoring. An outlook revision
could also occur if we believed that current business volumes were
sustainable, and that the bank's systemic importance for Kazakh
economy was rising."

ATFBANK JSC

The stable outlook on ATFBank balances the bank's improved capital
position and asset quality with the risks related to integration
into the new banking group.

S&P said, "We could take a positive rating action in the next 12
months if we observed that ATFBank is being integrated into FHJB
faster than we currently anticipate, such that ATFBank merged with
FHJB or became a core subsidiary while the consolidated group
stayed sufficiently capitalized, and successfully executed its
strategy. Improvement of ATFBank's stand-alone characteristics
would less likely lead to a positive rating action in the next 12
months, in our view, and would hinge on further balance sheet clean
up and prudence of the new business strategy.

"We could lower the rating on ATFBank in the next 12 months if the
bank failed to establish a viable business model after the
ownership change, which is not our base case."

  Ratings List

  First Heartland Jusan Bank JSC           

  Ratings Affirmed; CreditWatch/Outlook Action  
                                     To            From
  First Heartland Jusan Bank JSC

   Issuer Credit Rating          B/Negative/B   B/Watch Neg/B
   Kazakhstan National Scale     kzBB+/--       kzBB+/Watch Neg/--

  First Heartland Jusan Bank JSC

   Senior Unsecured                B            B/Watch Neg
   Senior Unsecured              kzBB+          kzBB+/Watch Neg
               
  ATFBank JSC              

  Ratings Affirmed  

  ATFBank JSC

   Issuer Credit Rating         B-/Stable/B
   Kazakhstan National Scale    kzBB/--/--




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

TRANSELECTRICA SA: Moody's Completes Review, Retains Ba1 CFR
------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Transelectrica 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 26, 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.

Transelectrica S.A.'s (Transelectrica) Corporate Family Rating of
Ba1 is underpinned by its status as Romania's monopoly operator of
the electricity transmission network, a low risk business due to
the underlying credit-supportive regulatory regime, which entered
its 4th period in January 2020. The key regulatory principles have
been consistently implemented for many years. The company displays
a robust financial profile, marked by very low leverage, which
provides ample leeway against its covenants levels stipulated under
certain loan documentation.

Limiting factors for Transelectrica's credit quality include the
rating of the Government of Romania (Baa3), which owns 58.7% of the
company; some weaknesses in its governance, such as little
continuity in the membership of its management and supervisory
boards, which leads to low visibility regarding the company's
financial policy; and a history of underspending against planned
capital expenditures, resulting in a steady decrease of the
regulatory asset base.

Moody's assessment of Transelectrica's credit profile incorporates
its standalone rating, expressed as Baseline Credit Assessment of
ba1; a very high default dependence between the company and its
majority-owner, the government; and, despite Transelectrica's role
as strategic infrastructure provider for Romania, Moody's moderate
expectation of support from the government, should a situation of
financial distress for the company arise.

The principal methodologies used for this review were Regulated
Electric and Gas Networks published in March 2017.




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

AA BOND: S&P Assigns B+ Rating on Class B3-Dfrd UK Notes
--------------------------------------------------------
S&P Global Ratings assigned its 'B+ (sf)' credit rating to AA Bond
Co. Ltd.'s new fixed-rate class B3-Dfrd notes. S&P's rating on
these junior notes only addresses the ultimate payment of interest
and ultimate payment of principal by the legal final maturity date.
At the same time, S&P has affirmed its 'BBB- (sf)' and 'B+ (sf)'
ratings on the outstanding class A and B2 notes, respectively.

Since S&P assigned preliminary ratings to this transaction, the
borrower has not made any notable structural changes.

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

The issuer will issue the class B3-Dfrd notes that are
contractually subordinated to the outstanding class A notes.
Notably, the interest on the class B3-Dfrd notes is deferrable and
fully subordinated to any payments due on the class A notes,
similar to class B2 notes. Our ratings on these junior notes only
address ultimate payment of and principal. However, the financial
default covenant--where the class B free cash flow debt service
coverage ratio (FCF DSCR) cannot be less than 100%--will no longer
apply once the class B2 notes are redeemed. In S&P's view, this
would significantly weaken the borrower security trustee's right to
enforce the security package on behalf of the class B3-Dfrd
noteholders compared to the class B2 notes.

After the class A notes have been fully repaid, the lack of class B
FCF DSCR covenant will prevent the class B3-Dfrd noteholders from
enforcing security and exercising recourse against the borrower
ahead of a payment default, which may either result in a lower
rating or prevent us from continuing to rate the class B3-Dfrd
notes under our corporate securitization criteria.

The Acquisition

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

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

Pre-acquisition activities

scrow of proceeds; special mandatory redemption  

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

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

Post-acquisition activities

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

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

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

Rationale For The Class A Notes

AA Bond Co.'s primary sources of funds for principal and interest
payments on the class A notes are the loan interest and principal
payments from the borrower and amounts available from the liquidity
facility, which is shared with the borrower to service the senior
term loan (when the latter is drawn).

S&P said, "Our ratings on the class A notes address the timely
payment of interest and the ultimate payment of principal due on
the class A notes. They are based primarily on our ongoing
assessment of the borrowing group's underlying business risk
profile (BRP), the integrity of the transaction's legal and tax
structure, and the robustness of operating cash flows supported by
structural enhancements."

Business risk profile

S&P said, "We do not see material changes in business fundamentals
for AA Intermediate Co. relative to our existing business risk
profile assessment, which would remain unchanged at satisfactory.
Our satisfactory business risk profile assessment on AA
Intermediate Co. is based on the factors outlined below."

DSCR analysis

S&P said, "Our cash flow analysis serves to both assess whether
cash flows will be sufficient to service debt through the
transaction's life and to project minimum debt service coverage
ratios (DSCRs) in base-case and downside scenarios. In our
analysis, we have excluded any projected cash flows from the
underwriting part of the AA's insurance business, which is not part
of the restricted borrowing group (only the insurance brokerage
part is).

"We typically view liquidity facilities and trapped cash (either
due to a breach of a financial covenant or following an expected
repayment date) as being required to be kept in the structure if:
the funds are held in accounts or may be accessed from liquidity
facilities; and we view it as dedicated to service the borrower's
debts, specifically that the funds are exclusively available to
service the issuer/borrower loans and any super senior or pari
passu debt, which may include bank loans.

"In this transaction, although the borrower and the issuer share
the liquidity facility, the borrower's ability to draw is limited
to liquidity shortfalls related to the senior term facility and
does not cover the issuer/borrower loans. Therefore, we do not give
credit to the liquidity facility in our base-case DSCR analysis. We
have given credit to any trapped cash in our DSCR calculations
because we have concluded that it is required to be kept in the
structure and is dedicated to debt service."

Base-case scenario

S&P said, "Our base-case EBITDA and operating cash flow projections
in the short term and the company's satisfactory BRP rely on our
corporate methodology. We gave credit to growth through the end of
FY2023. Beyond FY2023, our base-case projections are based on our
methodology and assumptions for corporate securitizations, from
which we then apply assumptions for capital expenditures (capex),
finance leases, pension liabilities, and taxes to arrive at our
projections for the cash flow available for debt service." For AA
Intermediate Co., S&P's assumptions were:

-- Maintenance capex (including net finance leases): GBP57 million
for FY2021 and GBP58 million for both FY2022 and FY2023.
Thereafter, S&P assumes GBP35 million, in line with the transaction
documents' minimum requirements.

-- Development capex: GBP37 million for FY2021; GBP39 million for
FY2022; and GBP40 million for FY2023. Thereafter, because S&P
assumes no growth, we considered no investment capex, in line with
its corporate securitization criteria.

-- Working capital: a net outflow of GBP22 million for FY2021,
followed by net inflows of GBP12 million and GBP1 million in FY2022
and FY2023, respectively. Thereafter, S&P assumes that the change
in working capital is nil.

-- Pension liabilities: S&P considered the plan agreed by the
company with the trustee in February 2020.

-- Tax: GBP14 million for FY2021 and GBP15 million for FY2022.
Thereafter, S&P considered a tax rate slightly above the statutory
corporate tax rate, in line with company's guidance.

The transaction structure includes a cash sweep mechanism for the
repayment of principal following an EMD on each class of class A
notes. Therefore, in line with its corporate securitization
criteria, S&P assumed a benchmark principal amortization profile
where each class A note is repaid over 15 years following its
respective EMD based on an annuity payment that it includes in its
calculated DSCRs.

Based on S&P's assessment of AA Intermediate Co.'s satisfactory
business risk profile, which it associates with a business
volatility score of 3, and the minimum DSCR achieved in its
base-case analysis, it established an anchor of 'bbb-' for the
class A notes.

Downside DSCR analysis

S&P said, "Our downside DSCR analysis tests whether the
issuer-level structural enhancements improve the transaction's
resilience under a stress scenario. AA Intermediate Co. falls
within the business and consumer services industry for which we
apply a 30% decline in EBITDA relative to the base-case at the
point where we believe the stress on debt service would be
greatest.

"Our downside DSCR analysis resulted in a strong resilience score
for the class A notes. The combination of a strong resilience score
and the 'bbb-' anchor derived in the base-case results in a
resilience-adjusted anchor of 'bbb+' for the class A notes.

"The GBP165 million liquidity facility balance represents about
7.5% of liquidity support, measured as a percentage of the current
outstanding senior debt, which is below the 10% level we typically
consider for significant liquidity support. Therefore, we have not
considered any further uplift adjustment to the resilience-adjusted
anchor for liquidity."

Modifiers analysis

Although the existing liquidity facility may be replaced
post-acquisition, it is not mandatory due to any change of control
provisions. Therefore, S&P assumes that current liquidity facility
is retained post-acquisition. The current liquidity facility has a
termination date in July 2043, while the class A8 notes have final
maturity dates in July 2050. As a result, those classes of notes
would not have liquidity support over the final seven years before
their final maturity dates. It is important to keep in mind that
the liquidity facility does not cover principal repayment of the
class A notes, only interest payments.

S&P said, "We expect the rated notes to benefit from sufficient
liquidity to cover a disruption in cash flows arising from an
insolvency of the operating company. We also expect that liquidity
support will remain in place through the life of the notes. For
soft-bullet notes, we assume a 15-year benchmark amortization
period following each class's EMD. For the class A8 notes, this
would result in a full repayment in January 2042. Therefore, under
our cash flow scenarios, the class A8 notes would be fully repaid
in January 2042, prior to the termination of the existing liquidity
facility. Based on those assumptions, we are able to form a view
that liquidity support will remain in place through the life of the
class A8 notes and that there would be liquidity available to cover
interest during any disruption on operating cash flows over their
life.

"That said, there is still extension risk, and, as result, we have
lowered the resilience-adjusted anchor by one notch for the class
A8 notes."

Comparable rating analysis

S&P said, "Due to its cash sweep amortization mechanism, the
transaction relies significantly on future excess cash. In our
view, the uncertainty related to this feature is increased by the
execution risks related to the company's investment plan and the
returns it will effectively generate. The company may need to
invest periodically in order to maintain its cash flow generation
potential over the long term, which could erode future excess cash.
To account for this combination of factors, we applied a one-notch
decrease to the senior class A notes' resilience-adjusted anchor."

Counterparty risk

S&P's 'BBB- (sf)' ratings on the class A notes are not currently
constrained by the ratings on any of the counterparties, including
the liquidity facility, derivative, and bank account providers.

Eligible investments

Under the transaction documents, the counterparties are allowed to
invest cash in short-term investments with a minimum required
rating of 'BBB-'. Given the substantial reliance on excess cash
flow as part of S&P's analysis and the possibility that this could
be invested in short-term investments, full reliance can be placed
on excess cash flows only in rating scenarios up to 'BBB-'.

Rationale For The Class B2 Notes

S&P's rating on the junior class B2 notes only addresses the
ultimate repayment of principal and interest on or before its legal
final maturity date in July 2043.

The class B2 notes are structured as soft-bullet notes with an EMD
in July 2022 and a legal final maturity date in July 2043. Interest
and principal are due and payable to the noteholders only to the
extent received from the borrower under the class B2 loan. Under
the terms and conditions of the class B2 loan, if the loan is not
repaid on its EMD, interest would no longer be due and would be
deferred. The deferred interest, and the interest accrued thereon,
becomes due and payable on the final maturity date of the class B2
notes in 2043. S&P said, "Our analysis focuses on the scenarios in
which the underlying loans are not repaid on their EMD and the
corresponding notes are not redeemed. Therefore, our fundamental
assumption is that the class B2 notes defer interest six months
after their EMD and do not receive payments until the class A notes
are fully repaid."

Moreover, under their terms and conditions, further issuances of
class A notes are permitted without consideration given to any
potential impact on the then current ratings on the outstanding
class B2 notes.

S&P said, "Both the extension risk, which we view as highly
sensitive to the future performance of the borrowing group given
its deferability, and the ability to issue more senior debt without
consideration given to the class B2 notes, may adversely affect the
issuer's ability to repay the class B2 notes. As a result, the
uplift above the borrowing group's creditworthiness reflected in
our rating on the class B2 notes is limited.

"Our view of the borrowing group's standalone creditworthiness has
not changed. Therefore, we have affirmed our 'B+ (sf)' rating on
the class B2 notes."

Rationale For The Class B3-Dfrd Notes

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

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

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

S&P's view of the borrowing group's standalone creditworthiness has
not changed. Therefore, it has assigned its 'B+ (sf)' rating on the
class B3-Dfrd notes.

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

Outlook

A change in S&P's assessment of the company's BRP would likely lead
to rating actions on the notes. It would require higher/lower DSCRs
for a weaker/stronger BRP to achieve the same anchors.

Upside scenario

S&P said, "We do not see any upside scenario at this stage in
relation to our assessment of the borrowing group's BRP, which is
constrained by the group's weak geographic and service
diversification, and its exposure to the insurance broker business.
Furthermore, our rating on the class A8 notes is capped at 'BBB-
(sf)' under our eligible investments criteria."

Downside scenario

S&P said, "We could lower our anchor or the resilience-adjusted
anchor for the class A notes if we were to revise the borrowing
group's BRP to fair from satisfactory. This could occur if the
group faced significant operational difficulties in relation to its
investment plan or if trading conditions in its core roadside
service market were to deteriorate with significant customer losses
and/or lower revenue per customer. Under these scenarios, we would
likely observe margins falling below 25% with little prospect for
rapid improvement, or an increase of the group's profitability
volatility.

"We may also consider lowering our rating on the class A notes if
our minimum projected DSCR falls below 1.4:1 in our base-case
scenario or 1.8:1 in our downside scenario.

"In addition, should our base-case projected funds from operations
(FFO) cash interest coverage ratio falls below 2.0:1 it would put
pressure on our ratings assigned to the class B2 and B3-Dfrd
notes."

Surveillance

S&P said, "We will maintain active surveillance on the rated notes
until the notes mature or are retired. The purpose of surveillance
is to assess whether the notes are performing within the initial
parameters and assumptions applied to each rating category. The
transaction terms require the issuer to supply periodic reports and
notices to S&P Global Ratings for maintaining continuous
surveillance on the rated notes.

"We view the AA's performance as an important part of analyzing and
monitoring the performance and risks associated with the
transaction. While company performance will likely have an effect
on the transaction, we believe other factors, such as cash flow,
debt reduction, and legal framework, also contribute to the overall
analytical opinion."

  Ratings List

  Class     Rating    Balance (mil. GBP)

  Rating Assigned  

  B3-Dfrd   B+ (sf)    280.0

  Ratings Affirmed

  A2        BBB- (sf)  500.0
  A5        BBB- (sf)  372.25
  A6        BBB- (sf)  250.0
  A7        BBB- (sf)  550.0
  A8        BBB- (sf)  325.0
  B2        B+ (sf)    569.76


ARCADIA GROUP: ASOS to Acquire Four Brands for GBP295 Million
-------------------------------------------------------------
Business Sale reports that online fashion retailer ASOS has agreed
a GBP295 million deal to acquire the stock and brands of Topshop,
Topman, Miss Selfridge and HIIT from the administrators of Arcadia
Group.

According to Business Sale, the deal, which does not cover any high
street stores, sees ASOS pay GBP265 million for the brands and
GBP30 million for stock.

The takeover is expected to complete by Thursday, Feb. 4, Business
Sale notes.  A total of 300 head office staff will make the move to
ASOS, in order to assist with retail partnerships, design and
buying, leaving around 2,500 jobs at risk, Business Sale states.

Sir Philip Green's Arcadia retail group went into administration in
December as the impact of COVID-19 on the group's brands
exacerbated existing issues, such as an under-developed online
offering and falling sales, Business Sale recounts.  The group's
pension scheme also has a GBP350 million funding shortfall,
Business Sale says.


ATOTECH UK: S&P Raises ICR to 'B', On Watch Pos. Over Planned IPO
-----------------------------------------------------------------
S&P Global Ratings raised to 'B' its issuer credit rating on
Atotech U.K. Topco Ltd. S&P also raised the ratings on its related
debt instruments by one notch.

S&P said, "Upgrading Atotech to 'B' reflects our understanding that
its 2020 operating and financial performance was supportive of the
rating, and our expectation that its metrics will continue to
recover in 2021.  Although Atotech has yet to report its full
financials for 2020, we anticipate a muted impact from the
pandemic. The pandemic put Atotech under less pressure than we had
initially anticipated."

Atotech's electronics business has continued to grow through the
pandemic, helping to offset soft but recovering demand in its GMF
segment.  While it suffered a significant volume decline in the GMF
segment during the first half of 2020, reaching a low during the
second quarter amid the outbreak and short-term supply chain issues
in China, disruptions did not reverberate beyond the first half.
S&P said, "We saw this in the resilient growth in Electronics
throughout 2020, leading organic revenue at the company level
anticipated to decline by only 1% in 2020 compared to 2019, but
nominal growth of about 3.7% to $1,230 million in 2020. This is
driven by a strong 16.5% nominal growth in Electronics anticipated
for 2020 (4% organically during the third quarter compared to
2019), partially offsetting the GMF decline of 13.8% on a nominal
basis (by -8.0% organically during the third quarter compared to
2019)."

S&P said, "We anticipate strong demand from the global technology
sector to support Atotech's adjusted EBITDA margins of 27.0%-29.0%
in 2021, an increase from the 26.5%-28.5% we now forecast for 2020.
This is being driven by demand for hardware and semiconductors
supporting the 5G rollout and data-center-server expansion, which
will result in organic growth of 2.0%-3.5% for 2021. Sales in
Atotech's GMF segment, which supplies chemical equipment that has a
wide range of applications in the automotive sector, are expected
to remain below the previous year in fourth-quarter 2020. This is
because of slower consumer spending in Europe and the Americas and
delayed capital expenditure (capex) for GMF equipment. The company
then expect sales in the GMF segment to increase gradually as
markets continue to recover in 2021, supported by its leading
technology and flexible cost base.

"We forecast profitability will be supported by Atotech's favorable
product mix shift, with higher contributions from electronics and
further group-wide innovation and cost-reduction initiatives, and
only partly offset by increased palladium prices, which we
anticipate will continue to be passed through to customers--albeit
with a time lag.

"We estimate adjusted debt to EBITDA at 7.0x in 2020, along with
positive free operating cash flow (FOCF) of about $70 million.  Our
estimate of adjusted leverage of 7.0x in 2020, compared to the
7.0x-7.5x we forecast in March 2020, reflects solid EBITDA and
gross debt reduction. The revolving credit facility (RCF) was
repaid in full during third-quarter 2020. During the fourth
quarter, Atotech used a portion of its excess cash on balance sheet
to make a voluntary debt repayment of $80 million toward the 2023
Holdco notes."

As set forth in the draft SEC registration statement, the planned
IPO is likely to result in a reduction in the company's leverage.
The CreditWatch placement follows Atotech's announcement that its
parent Atotech Limited intends to proceed with an IPO. The parent
anticipates net proceeds to the company from the offering of new
shares will be about $563 million, subject to market conditions. As
described in the filing, the parent will apply this to a voluntary
debt redemption. S&P said, "We expect the parent to repay the
outstanding EUR219 million 2023 Holdco notes (after giving effect
to the redemption of $80 million aggregate principal amount already
repaid in the fourth quarter). We also anticipate the company will
use excess proceeds from the IPO and a portion of the cash on its
balance sheet to repay all its outstanding 2025 Opco notes."

Atotech has been owned by Carlyle since its carve-out from Total
S.A. in 2017, but the IPO application sets in motion an exit
strategy for its owner.  The valuation, precise timing, and
post-IPO shareholding composition are yet to be determined, and are
subject to market conditions. However, upon completion of the IPO,
we expect current owner Carlyle to retain majority control of the
company, with approximately 77% of the total voting power. About
19% of Atotech's shares will be held publicly, with the remainder
jointly owned by management (4%).

S&P said, "We do not expect to raise our ratings on Atotech
immediately following its IPO. An upgrade would hinge on a more
supportive financial policy, especially the private equity
sponsor's commitment to maintaining leverage at a lower level.  We
project that the proposed IPO could reduce Atotech's adjusted debt
to EBITDA to 5.0x or below by year-end 2021, however we do not yet
anticipate further deleveraging in the absence of more details
about future financial policy. We note that the IPO filing shows
that the new entity does not plan to pay any dividend in the near
term.

"The CreditWatch reflects a one-in-two likelihood of us raising the
issuer credit rating by one notch.

"We expect to resolve the CreditWatch in the coming three months as
a clearer financial policy becomes available and once we obtain
more visibility about Atotech's commitment to maintaining lower
leverage upon completion of the IPO, and a track record of S&P
Global Ratings-adjusted EBITDA margin above 28%.

"We may raise the rating upon our understanding that Atotech, as a
listed company, and current sponsor Carlyle will adhere to keeping
leverage comfortably below 6.0x at all times in the future. This
ratio would factor in growth plans, including capex and
acquisitions, but also debt management and the shareholder
distribution policy."


ENQUEST PLC: S&P Affirms 'CCC+' ICR, Outlook Stable
---------------------------------------------------
Following S&P Global Ratings' revision of industry risk on the
exploration and production (E&P) and integrated industry, S&P
affirmed long- and short-term issuer credit ratings on the
following oil and gas companies in EMEA.

  Eni SpA                

  Ratings Affirmed

  Eni SpA
  Eni International B.V.
   Issuer Credit Rating     A-/Negative/A-2

  Eni Lasmo PLC
  Eni U.S. Inc.
   Issuer Credit Rating     A-/Negative/--

  Equinor ASA               

  Ratings Affirmed

  Equinor ASA
  Issuer Credit Rating     AA-/Negative/A-1+

  Statoil Forsikring AS
   Issuer Credit Rating     
    Local Currency          A+/Negative/--
   Financial Strength Rating
    Local Currency          A+/Negative/--

  Gazprom PJSC               

  Ratings Affirmed
  Gazprom Neft PJSC
   Issuer Credit Rating     BBB-/Stable/--

  Gazprom PJSC
   Issuer Credit Rating
    Foreign Currency        BBB-/Stable/A-3
    Local Currency          BBB/Negative/A-2

  Gazprom Capital OOO
   Issuer Credit Rating
    Foreign Currency        BBB-/Stable/--
    Local Currency          BBB/Negative/--

  KazMunayGas NC JSC              

  Ratings Affirmed

  KazMunayGas NC JSC
   Issuer Credit Rating     BB/Negative/--

  Kazakhstan National Scale kzA+/--/--

  LUKOIL PJSC               

  Ratings Affirmed

  LUKOIL PJSC
   Issuer Credit Rating     BBB/Stable/--

  NOVATEK PJSC               

  Ratings Affirmed

  NOVATEK PJSC
   Issuer Credit Rating     BBB/Stable/--

  Repsol S.A.               

  Ratings Affirmed

  Repsol S.A.
  
  Repsol Oil & Gas Canada Inc.
   Issuer Credit Rating     BBB/Stable/A-2

  Rosneft Oil Co. PJSC             

  Ratings Affirmed

  Rosneft Oil Co. PJSC
   Issuer Credit Rating BBB-/Stable/--

The change in S&P's industry risk assessment for oil and gas E&P
and integrated companies reflects its view that the risks in the
industry have increased. Notably, S&P highlights:

-- Significant challenges and uncertainties stemming from the
energy transition, including market declines due to growth of
renewables;

-- Current pressure on profitability, specifically the return on
capital, as a result of high capital investment and lower average
oil and gas prices; and

-- Recent and potential oil and gas price volatility.

However the impact of these trends on producers in different
geographies is uneven. This led S&P to recalibrate its view on the
competitive position of companies in the sector. As a result, some
of the strongest companies in their peer groups managed to retain
their business risk profiles, despite the increase in industry
risk. Another outcome of the review is that there are now more
companies in the same business risk profile category. This is a
consequence of only five business profile options, rather than six
before. For example, the strong business risk profile category
(which is now the highest possible outcome for an oil and gas
producer) now includes the supermajors and smaller scale, less
diversified Equinor and Eni. The satisfactory category is also very
wide and includes second-tier diversified players like Repsol; the
largest low-cost producers in high-risk countries, such as Rosneft
or LUKOIL; and smaller but very profitable players such as Aker BP
or Lundin. Importantly, the relative positioning of the companies
within the category resulted in some changes in the rating
thresholds, which S&P discuss below in the individual company
comments. For many investment-grade companies with affirmed
ratings, a weaker business risk profile assessment implies the
financial profile should be modestly stronger to compensate.

S&P believes that national oil companies (NOCs) in the Middle East,
Russia, and emerging markets of Asia and Latin America are
generally less exposed to energy transition risks than
international oil companies (IOC). The strategy of NOCs is still
largely focused on traditional E&P activities, and the strongest of
them are well positioned to continue producing, due to large
reserves and low costs. S&P also believe NOCs are generally under
significantly less immediate pressures from the society, investors,
and regulators to pioneer the energy transition. This should allow
them to focus on their traditional activity and continue to extract
value from their upstream assets. That said, the NOCs' cost
position and dividend policies, as well as the tax regimes they
operate under, vary quite substantially between companies and
countries. This led S&P to maintain its assessment of Russian NOCs'
business risk profiles, and revise downward those on producers in
Kazakhstan.

Equinor ASA

S&P said, "We affirmed our ratings on Equinor since its business
shows resilience, notably through its predominant presence in
Norway, with a stable and supportive fiscal environment, and large
low-cost projects. We note however that Equinor is mainly an E&P
company with less diversification than peers, and is hence its
business profile is somewhat weaker than those of the large
integrated supermajors."

Equinor is one of the more active companies in addressing energy
transition risks and its expanding renewables business already
generates decent returns. Nonetheless, the rating remains under
pressure because Equinor's financial metrics dropped well below
those commensurate with the rating, and the anticipated rebound in
2021-2022 is still threatened by disruptions from the ongoing
pandemic.

OUTLOOK

S&P said, "The negative outlook reflects the likelihood that we
could lower the rating on Equinor in 2021 if prices drop and remain
depressed for a sustained period, or if the company's response to
market conditions were insufficient. We believe that Equinor's
funds from operations (FFO) to debt in 2020 will be well below the
60% commensurate with the ratings. However, it could recover to
that level in 2021 if key risks are alleviated, the Brent price
improves to $50 per barrel (/bbl) on average, and management
adjusts capital expenditure (capex) and shareholder remuneration."

Downside scenario:

S&P could lower the rating if major pandemic-related risks remain
and oil prices stayed below $50/bbl in 2021 and subsequent years.
This would be unlikely to allow Equinor to improve its FFO to debt
to above 60%--a level the company has maintained for several
years--and could result in a downgrade. However, in such a
scenario, the effect would likely be limited by one notch, since
Equinor's ownership by the 'AAA' rated Norwegian government would
likely prevent further downside.

Upside scenario:

S&P could revise the outlook to stable if improved commodity
prices, coupled with balance-sheet-protective measures lift FFO to
debt to above 60% in 2021.

Ratings Score Snapshot

-- Issuer Credit Rating: AA-/Negative/A-1+

Business risk: Strong

-- Country risk: Very low
-- Industry risk: Moderately high
-- Competitive position: Excellent
-- Financial risk: Modest
-- Cash flow/leverage: Modest
-- Anchor: a

Modifiers

-- Diversification/portfolio effect: Neutral (no impact)
-- Capital structure: Neutral (no impact)
-- Financial policy: Neutral (no impact)
-- Liquidity: Strong (no impact)
-- Management and governance: Satisfactory (no impact)
-- Comparable rating analysis: Positive (+1 notch)
-- Stand-alone credit profile: a+
-- Related government rating: AAA
-- Likelihood of government support: Moderately high (+1 notch
from SACP)

Eni SpA

S&P said, "We affirmed our ratings on Eni since we believe that
many of the long-term risks the company faces are already captured
in our 'A-' rating. Specifically, we still regard Eni's business
risk profile as strong, which is the highest possible outcome for
an integrated oil and gas producer. Although Eni is smaller and
less diversified than Shell or Total, we think the historical and
forecast profitability and earnings volatility levels will be
generally comparable with the supermajors'. Eni benefits from
relatively low production costs and has some diversification into
the oil and gas value chain, notably in downstream. The rating is
also supported by actions Eni took during 2020, notably big
dividend cuts, asset sales, and hybrid debt issuance. We also note
that the company has engaged in strategic initiatives to mitigate
the impact of the gradual energy transition from fossil fuels."

The rating remains nonetheless under pressure because of an
uncertain economic outlook, which could threaten recovery prospects
in 2021. With the market remaining challenging amid the continued
negative impact of the pandemic on global oil and gas demand,
improvements are likely to be gradual. An enhancement of Eni's
metrics in 2021 will depend on an oil price at least in line with
our base case. S&P estimates that Eni's FFO to debt will rebound to
40%-45% this year after falling to an estimated 20%-25% in 2020 due
to tough market conditions.

OUTLOOK

The negative outlook indicates that S&P could downgrade Eni to
'BBB+' in 2021 if the improvement it anticipates in Eni's operating
performance becomes unlikely. In S&P's base-case scenario, it
assumes that Eni will achieve FFO to debt of about 40%-45% in 2021
and close to 45%-50% in 2022.

Downside scenario:

S&P said, "We could lower our rating on Eni over the next six-to-12
months if debt increases on the back of materially negative
discretionary cash flow, mostly because of weak industry
conditions, and we do not foresee a clear recovery of FFO to debt
toward 45% in 2021. Such a negative scenario would be either wholly
unmitigated, or insufficiently mitigated, by future financial
policy decisions. We would likely not lower the rating on Eni if we
downgraded Italy (unsolicited; BBB/Stable/A-2) by one notch to
'BBB-'. However, if the rating differential increased to three
notches, we would likely correlate our ratings on Eni more closely
with those on Italy."

Upside scenario:

S&P said, "We could revise the outlook to stable if we concluded
that the market environment and management's actions were likely to
support an improvement in FFO to debt to more than 45%. This could
be the case if oil prices were to improve more quickly than in our
base-case scenario. We could also revise the outlook to stable if
the company took further significant financial policy decisions
that supported its credit metrics and largely offset the
diminishing operating cash flows while oil prices are $40 per
barrel."

  Ratings Score Snapshot

  Issuer Credit Rating: A-/Negative/A-2
  Business risk: Strong
  Country risk: Moderately high
  Industry risk: Moderately High
  Competitive position: Excellent
  Financial risk: Intermediate
  Cash flow/leverage: Intermediate
  Anchor: a-

  Modifiers

  Diversification/portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: Neutral (no impact)
  Liquidity: Strong (no impact)
  Management and governance: Satisfactory (no impact)
  Comparable rating analysis: Neutral (no impact)
  Stand-alone credit profile: a-
  Group credit profile: a-
  Related government rating: BBB
  Likelihood of government support: Moderate (no impact)

Repsol S.A.

S&P said, "We affirmed our ratings on Repsol because we continue to
view the company's business risk profile as being at the higher end
of the satisfactory category compared with peers'. This is mainly
due to Repsol's large scale, including annual production of about
650,000 barrels of oil equivalent per day (boepd); strong position
in refining in Spain; asset quality; and the diversity of its
vertically integrated operations in midstream and downstream,
including petrochemicals, although most segments are currently
suffering from weak demand due to the prolonged downturn.

"Additionally--albeit to a lesser extent--we consider Repsol to be
one of the leading companies in the sector in terms of the energy
transition, supported by its commitment to investing in low-carbon
energy and to lowering its carbon emissions. That said, our
near-term focus is still on Repsol's ability to improve cash flow
generation and credit metrics as the global and Spanish economies
recover. Repsol's integrated business model has shown resilience to
price volatility, and its management's actions generally support
its credit profile."

OUTLOOK

S&P said, "The stable outlook reflects our view that Repsol will
focus on protecting its net debt position to withstand the sector
downturn and limit the effect of lower hydrocarbon prices. We
project that FFO to debt will reach at least 30%-35% in 2021 and
improve thereafter on the back of its diversified business,
following a low of 25%-30% in 2020, which we view as weak for the
current rating. We believe the company will succeed in adjusting
its costs and discretionary spending and divest assets to improve
its performance."

Downside scenario:

S&P said, "We could lower the rating by one notch if we forecast
FFO to debt would fall and stay below 30%. This could happen if
market conditions deteriorate further or for longer than we
currently anticipate, which would hamper demand for commodities, or
if the company did not succeed in reducing its net debt in 2021 to
withstand lower hydrocarbon prices and a global recession."

Upside scenario:

S&P said, "We are unlikely to take a positive rating action in the
next 12 months, given the very challenging market conditions and
lack of visibility regarding the sector's recovery. However, rating
upside could be supported by positive changes in the business--both
in terms of the continued focus on upstream value and efficiency
and downstream diversification--if coupled with FFO to debt above
50% over the cycle. If we do not regard business trends sufficient
to support higher resilience and cash flow generation, we could
also raise the rating if FFO to debt were closer to 60% on a
weighted five-year-average basis."

  Ratings Score Snapshot

  Issuer Credit Rating: BBB/Stable/A-2
  Business risk: Satisfactory
  Country risk: Intermediate
  Industry risk: Moderately High
  Competitive position: Satisfactory
  Financial risk: Intermediate
  Cash flow/leverage: Intermediate
  Anchor: bbb

  Modifiers

  Diversification/portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: Neutral (no impact)
  Liquidity: Strong (no impact)
  Management and governance: Satisfactory (no impact)
  Comparable rating analysis: Neutral (no impact)

Gazprom PJSC

S&P said, "We affirmed our 'BBB' local currency and 'BBB-' foreign
currency ratings on Russia-based Gazprom because, despite the
increased industry risk, the company's diversification and low
costs support our satisfactory business assessment. Gazprom is the
world's largest integrated gas company and also benefits from a
stable domestic Russian gas market. At the same time, its
diversification into oil and electricity helps limit the volatility
of the export gas markets. We estimate Gazprom's costs are among
the lowest compared with other producers, benefiting from favorable
geology, existing infrastructure, and flexible U.S.
dollar-to-Russian ruble exchange rates. Despite its exposure to gas
prices, the volatility of Gazprom's cash flows is lower than that
of peers. We therefore believe that it is less exposed to industry
risks than its global peers."

OUTLOOK

S&P said, "The negative outlook on the 'BBB' local currency rating
reflects our view of the reduced headroom in Gazprom's stand-alone
credit metrics and continuing uncertainty in the global oil and gas
markets. We would lower the local currency rating if Gazprom's
stand-alone credit profile (SACP) deteriorates to 'bb+' from the
current 'bbb-'. We view FFO to debt sustainably above 30% as
commensurate with a 'bbb-' SACP. We expect this metric will be
below this threshold in 2020, but that Gazprom can restore it in
2021-2022 on the back of a market recovery and the company's
deleveraging efforts.

"The stable outlook on the 'BBB-' foreign currency rating mirrors
that on Russia and reflects our view of an extremely high
likelihood that the state would support Gazprom, and that such
support would offset a potential deterioration of the SACP."

Downside scenario:

S&P said, "If our SACP on Gazprom were to deteriorate by one notch
to 'bb+', we would lower our local currency rating to 'BBB-' and
affirm our foreign currency rating at 'BBB-'. This could happen due
to weakening liquidity or if FFO to debt were to stay below 30%,
due for example to persistently low gas prices and export volumes,
larger-than-expected investments or dividends, or potential
contingent liabilities on joint ventures and ship-or-pay contracts.
A major shift in European gas markets might lead us to reassess
Gazprom's business strength, and this could also weigh on the local
currency rating.

"We would lower both our local and foreign currency ratings on
Gazprom if we downgraded the sovereign.

"Assuming the sovereign rating and the likelihood of extraordinary
state support remain unchanged, the SACP would have to weaken to
'b+' to put pressure on the foreign currency rating, a situation
that is still very far from our base case."

Upside scenario:

S&P said, "We could revise the outlook on the local currency rating
to stable from negative only if market conditions strengthened
significantly and Gazprom displayed comfortable headroom in its
financial metrics, with FFO to debt sustainably above 30%.

"We would raise the foreign and local currency ratings if we
upgraded the sovereign, but this is not our base-case scenario."

  Ratings Score Snapshot

  Issuer Credit Rating
  Foreign Currency: BBB-/Stable/A-3
  Local Currency: BBB/Negative/A-2
  Business risk: Satisfactory
  Country risk: High
  Industry risk: Moderately high
  Competitive position: Excellent
  Financial risk: Significant
  Cash flow/leverage: Significant
  Anchor: bbb-

  Modifiers

  Diversification/portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: Neutral (no impact)
  Liquidity: Adequate (no impact)
  Management and governance: Fair (no impact)
  Comparable rating analysis: Neutral (no impact)
  Stand-alone credit profile : bbb-
  Group credit profile: bbb-
  Related government rating: BBB
  Likelihood of government support: Extremely high (+1 notch from
SACP)

NOVATEK PJSC (Novatek)

S&P said, "The rating affirmation reflects our expectation that
Novatek's resilient business model coupled with low leverage should
help mitigate the increasing volatility of the oil and gas
industry. Novatek's excellent competitive position captures the
company's standing at the very low end of the global cost curve,
with $0.59 per barrel of oil equivalent (/boe) lifting costs and
$4.63/boe of total costs including non-income taxes and
depreciation in 2019 (including joint ventures). Novatek also
benefits from a natural hedge via revenue-linked taxes in Russia,
27 years of reserve life proven by the Securities and Exchange
Commission (SEC), and solid growth prospects through liquefied
natural gas (LNG).

"Russia's energy policy aims at encouraging LNG exports and
generally supports using gas domestically as a low-carbon fuel.
Novatek has a stable domestic gas business, which we estimate
provides over RUB100 billion of annual EBITDA, which backs cash
flow generation during industry downturns." Domestic gas prices are
very stable and effectively delinked from international gas
markets, even though below international benchmarks. Novatek is
exposed to highly volatile international gas prices only
indirectly, via its equity stakes in nonrecourse LNG projects. All
these factors support Novatek's above-average and resilient
profitability compared with international peers'.

On the financial side, after receiving a RUB195 billion payment for
the sale of a stake in Arctic LNG2 in 2020, Novatek has very low
adjusted debt. This means its planned sizeable capex and
contributions to the Arctic LNG2 project for 2021 are effectively
already covered.

OUTLOOK

S&P said, "The stable outlook reflects our expectation of a very
strong balance sheet, with solid headroom for additional capex and
potential dividend increases. We expect Novatek's FFO to debt to
remain consistently above 60% and free operating cash flow (FOCF)
to stay positive in 2022-2023 after being negative in 2020. We also
assume that financing for the Arctic LNG 2 project will not
represent an actual or contingent obligation for Novatek, beyond
its equity contribution."

Downside scenario:

S&P said, "We could lower the rating on Novatek if the geopolitical
situation deteriorates further, for example, if Novatek is unable
to raise debt for the Arctic LNG 2 project. This would require the
company to use its own funds to finance this and similar LNG
projects. However, we currently view the likelihood of such a
scenario as relatively low.

"Other than that, we could lower the rating if the company
undertakes even larger capex or acquisitions, especially at a time
when oil and gas prices are low, or makes large unexpected dividend
distributions that cause FFO to debt to fall below 60%."

A negative rating action on the sovereign would not automatically
trigger a similar action on Novatek, since the company can be rated
above the transfer and convertibility assessment on Russia, given
its high share of exports and low debt, depending on liquidity
arrangements at the time.

Upside scenario:

S&P said, "We see limited upside for the rating in the next 18-24
months. An upgrade would require structural and fundamental
improvements to country risk in Russia. We do not anticipate that
this will occur in the near term.

"An upgrade would also depend on a more clearly articulated
dividend distribution policy. We generally expect dividends to
increase in absolute terms as cash flows strengthen, but the
company's current policy sets the minimum dividend payout at 50% of
adjusted net income and does not cap the maximum payment. We see
this as a potential constraint to a higher rating."

  Ratings Score Snapshot

  Issuer Credit Rating: BBB/Stable/--
  Business risk: Satisfactory
  Country risk: High
  Industry risk: Moderately high
  Competitive position: Excellent
  Financial risk: Minimal
  Cash flow/leverage: Minimal
  Anchor: a-

  Modifiers

  Diversification/portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: Negative (-1 notch)
  Liquidity: Adequate (no impact)
  Management and governance: Satisfactory (no impact)
  Comparable rating analysis: Negative (-1 notch)
  Rosneft Oil Co. PJSC

S&P said, "We affirmed our ratings on Rosneft because we believe
Russian oil and gas companies are among the most resilient to
heightened risks for the industry. Rosneft's cash flows are less
volatile than many industry peers', due to oil-linked taxation and
flexible currency exchange rate, which both provide a natural
hedge. The company boasts low production costs (third-quarter 2020
lifting costs of $2.8/bbl) that compare strongly against those of
global peers in terms of scale of production (5.2 million boepd for
the nine months ended Sept. 30, 2020) and has one of the longest
SEC-proven reserve lives at more than 20 years. We also believe
that Rosneft, like many other NOCs, will be less exposed to the
energy transition than global peers."

OUTLOOK

S&P said, "The stable outlook indicates that, in our view, both
Rosneft's underlying credit profile and government backing should
be sufficient to underpin the ratings, absent a negative rating
action on the sovereign. We project that Rosneft's FFO to debt,
after our adjustments, should recover to above 20% on average over
2021-2022, following a drop to 16% in 2020. Specifically, we also
understand that Rosneft, Russia's largest government-related entity
(GRE), will receive ongoing support from the government, especially
regarding access to capital markets."

Downside scenario:

S&P said, "We would revise the outlook on Rosneft to negative if
there were a similar action on the sovereign. But we could also
take this action if we saw a lower likelihood of government support
for Rosneft, which could happen if the government were to drop some
of the company's tax benefits, request materially higher dividends,
or tolerate high leverage. Such a scenario would call into question
the link between the company and the government. However, we
continue to expect that Rosneft will remain an important GRE in
Russia and therefore enjoy relatively strong support from the
government.

"Rating downside could also result from a deterioration of
Rosneft's SACP to 'b+' or lower. However, absent weaker liquidity,
this scenario appears unlikely, since it would imply either the oil
price dropping to below $30/bbl for a sustained period or a very
material debt increase, with FFO to debt falling and remaining
below 12%."

Upside scenario:

S&P would be highly unlikely to raise the rating on Rosneft without
raising its sovereign credit rating on Russia, given Rosneft's
state ownership, other links with the government, and important
economic role for Russia.

  Ratings Score Snapshot

  Issuer Credit Rating: BBB-/Stable/--
  Business risk: Satisfactory
  Country risk: High
  Industry risk: Moderately high
  Competitive position: Excellent
  Financial risk: Aggressive
  Cash flow/leverage: Aggressive
  Anchor: bb

Modifiers

  Diversification/portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: Negative (-1 notch)
  Liquidity: Adequate (no impact)
  Management and governance: Fair (no impact)
  Comparable rating analysis: Positive (+1 notch)
  Stand-alone credit profile: bb
  Related government rating: BBB-
  Likelihood of government support: Very high (+2 notches from
SACP)

LUKOIL PJSC

S&P said, "We affirmed our ratings on LUKOIL because we believe
that, thanks to its low costs ($3.6/bbl lifting costs), large scale
(2.38 mmboepd in 2019), and vast reserves, with a reserve life of
about 18 years, LUKOIL is well positioned to withstand the effects
of the energy transition, price volatility, and weaker
profitability on the oil and gas industry. LUKOIL benefits from a
natural hedge through negative correlation of ruble exchange rates
and oil prices, and Russia's oil-price-linked taxation system.
These factors contribute to our view of LUKOIL's business risk
profile as satisfactory after the change in our industry risk
assessment."

The rating is further supported by LUKOIL's minimal debt and
positive cash generation after capex, with FFO to debt staying
above 100% even during 2020.

OUTLOOK

S&P said, "The stable outlook indicates that we expect LUKOIL can
maintain a conservative capital structure, with FFO to debt
comfortably above 60%. It also reflects the outlook on the
sovereign rating on Russia, where LUKOIL generates about 85%-90% of
its EBITDA; we do not expect to rate the company more than one
notch above the rating on Russia.

"In our base-case scenario, we assume that LUKOIL will reduce its
oil and gas production in 2021-2022 to meet the obligations to cut
production that Russia agreed to under the OPEC+ deal. The company
will focus on cutting production, in line with OPEC+ restrictions,
while remaining ready to ramp up when restrictions are relaxed, and
with an increasing proportion of high-margin barrels."

Downside scenario:

S&P said, "We could lower the rating if LUKOIL's FFO to debt drops
below 60% due to aggressive financial policy decisions or
unfavorable revision of the taxation system. We currently believe
that LUKOIL could mitigate the impact of high country risk in
Russia by maintaining a conservative capital structure and solid
liquidity profile. However, the emergence of some company-specific
risks could constrain the rating."

Upside scenario:

S&P said, "We see ratings upside as remote. An upgrade would
require either a meaningful improvement in Russia's fundamental
country risk, or LUKOIL's diversification away from Russia into
less-risky markets, neither of which we expect in the medium term.
An upgrade would also depend on the company adhering to a
conservative financial policy and prudent liquidity management that
enables it to withstand a hypothetical sovereign default."

  Ratings Score Snapshot

  Issuer Credit Rating: BBB/Stable/--
  Business risk: Satisfactory
  Country risk: High
  Industry risk: Moderately high
  Competitive position: Excellent
  Financial risk: Minimal
  Cash flow/leverage: Minimal
  Anchor: a-

  Modifiers

  Diversification/portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: Negative (-1 notch)
  Liquidity: Adequate (no impact)
  Management and governance: Fair (no impact)
  Comparable rating analysis: Neutral (no impact)
  Stand-alone credit profile: bbb+
  Related government rating: BBB-
  Rating above the sovereign: (-1 notch from SACP)

Gazprom Neft PJSC

S&P said, "We affirmed our rating because we believe that Gazprom
Neft is relatively well prepared for the increased volatility of
the oil and gas industry. Gazprom Neft's low lifting costs
($3.8/bbl in 2019), negative correlation of oil prices and ruble
exchange rates, and oil-price-linked taxation system in Russia
contribute to higher and more stable profitability than for most
international peers. A meaningful share of domestic gas sales at
regulated prices also contribute to less volatile cash flows. These
factors, together with sizeable production scale of 1.9 mmboepd and
significant reserve life above 16 years as of year-end 2019,
support Gazprom Neft's satisfactory business risk profile."

OUTLOOK

The stable outlook reflects S&P's expectation that Gazprom Neft's
EBITDA and cash flows will recover in 2021-2022 alongside oil
prices. This should support an improvement in credit metrics, in
particular with FFO to debt approaching 45% in 2021, which it
considerd commensurate with the current rating.

Upside scenario:

S&P said, "Upside potential for the rating is currently limited
because we don't expect to rate Gazprom Neft above its parent or
the sovereign. In our view, Gazprom Neft's financial performance
and funding are ultimately influenced by similar key industry and
sovereign factors to those that affect its parent."

Downside scenario:

S&P said, "We could lower our rating if we believe that Gazprom
Neft's FFO to debt would not recover to about 45% in 2021. This
could happen if oil prices stay low for longer than we currently
assume, leading to lower EBITDA generation; or if the company's
capex or dividend payouts are much higher than we assume. We could
also lower the rating if there are other meaningful cash outflows,
such as loans or other forms of financial support, to Gazprom
Neft's joint ventures. We could also lower our ratings on Gazprom
Neft if we were to lower our ratings on Gazprom."

  Ratings Score Snapshot

  Issuer Credit Rating: BBB-/Stable/--
  Business risk: Satisfactory
  Country risk: High
  Industry risk: Moderately high
  Competitive position: Excellent
  Financial risk: Intermediate
  Cash flow/leverage: Intermediate
  Anchor: bbb

  Modifiers
  Diversification/portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: Negative (-1 notch)
  Liquidity: Adequate (no impact)
  Management and governance: Satisfactory (no impact)
  Comparable rating analysis: Neutral (no impact)
  Stand-alone credit profile: bbb-
  Group credit profile: bbb-
  Entity status within group: Strategically important (no impact)

KazMunayGas NC JSC

S&P said, "We affirmed our rating on KazMunayGaz (KMG) because,
although we believe KMG's E&P business is highly exposed to
increased industry volatility, KMG's ownership of pipeline
infrastructure still supports its fair business risk profile.
KaztransGas and KaztransOil generate on average about 30% of the
group's S&P-adjusted EBITDA. We view pipeline business as more
stable, contributing to lower volatility of KMG's cash flows. For
example, in 2020 we estimate that the share of pipelines in
S&P-adjusted EBITDA would be much more than 30% because lower oil
prices do not have such an impact on pipeline revenues. Although we
view KMG's consolidated oil operations as relatively inefficient
due to high costs, negative correlation of the Kazakhstani tenge
with oil prices somewhat cushions the impact of volatile prices.
Although most of the debt is issued in U.S. dollars, operational
leverage reduces as the tenge depreciates, since capex is primarily
denominated in local currency."

OUTLOOK

S&P said, "The negative outlook on KMG indicates that we could
lower the rating if we believe the group's FFO to debt would not
rebound to about 20% in 2021, after declining to an estimated
10%-14% in 2020. This scenario could primarily result from a
protracted period of oil prices below our current forecast of
$50/bbl of Brent, leading to lower EBITDA generation. Pressure on
the rating could also materialize if KMG's liquidity weakens, such
as due to unavailability of part of its large cash reserves, a
large part of which is deposited at Kazakhstan's banks. The risk of
a covenant breach on certain bank loans, which could materialize if
EBITDA declines further compared with our current base case, could
also lead to weaker liquidity."

Upside scenario:

S&P said, "We could revise the outlook to stable if KMG's credit
metrics stabilize in 2021, with FFO to debt consistently above 20%,
as a result of oil price recovery and KMG's accurate execution of
its cost efficiency and capex strategy. We would expect KMG's
liquidity to be at least adequate for a stable outlook."

  Ratings Score Snapshot

  Issuer Credit Rating: BB/Negative/--
  Business risk: Fair
  Country risk: High
  Industry risk: Intermediate
  Competitive position: Fair
  Financial risk: Significant
  Cash flow/leverage: Significant
  Anchor: bb

  Modifiers

  Diversification/portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: Negative (-2 notches)
  Liquidity: Adequate (no impact)
  Management and governance: Fair (no impact)
  Comparable rating analysis: Neutral (no impact)
  Stand-alone credit profile: b+
  Related government rating: BBB-
  Likelihood of government support: High (+2 notches from SACP)

UNAFFECTED RATINGS

S&P said, "The ratings on the following oil and gas producers are
not immediately affected by the revision of our industry risk
assessment. In most cases, this is because there is a low impact on
the business risk profiles and we have already factored the
potential for increased credit risk into our ratings."

  Company                     Foreign currency ratings

  Equinor US Holdings Inc.         A/Negative/A-1

  CEPSA                            BBB-/Stable/A-3

  MOL Hungarian Oil and Gas PLC    BBB-/Stable/-

  Aker BP ASA                      BBB-/Stable/-

  Lundin Energy AB                 BBB-/Stable/-

  Neptune Energy Group Midco Ltd.  BB-/Negative

  Seplat Petroleum Development Co. PLC  B/Negative/-

  EnQuest PLC                      CCC+/Stable/--

  Tullow Oil                       CCC+/Stable/--

  Ithaca Energy Ltd.               CCC+/WatchDev/--

  Nostrum Oil and Gas PLC          SD

  SD--Selective default.


NMC HEALTH: Restructuring Plan Approval Expected in First Half
--------------------------------------------------------------
Shaji Mathew at Bloomberg News reports that Abu Dhabi Commercial
Bank PJSC, one of the biggest lenders to NMC Health Plc, expects
creditors' approval for a restructuring plan for the collapsed
hospital operator in the first half.

According to Bloomberg, the statement said the bank recorded 1.66
billion dirhams (US$450 million) in provisions and interest in
suspense toward NMC, Finablr Plc and associated companies last
year.

It said ADCB is "comfortable" with the provisioning levels, "given
the positive developments in NMC's recent financial performance and
its ongoing restructuring process".

Founded by Indian entrepreneur Bavaguthu Raghuram Shetty, NMC had a
market value of US$10 billion at its peak on the London Stock
Exchange before allegations of fraud pushed it into administration
last year, Bloomberg recounts.

The firm revealed more than US$4 billion of undisclosed borrowings,
giving it a total debt of US$6.6 billion, Bloomberg discloses.

Mr. Shetty has said that he is the victim of a fraud that also
resulted in the administration of NMC's sister company,
foreign-exchange operator Finablr, Bloomberg notes.


PROMETHEUS INSURANCE: Unable to Meet Claims Obligations
-------------------------------------------------------
Sian Barton at Insurance Age reports that the Financial Services
Compensation Scheme (FSCS) has declared that Prometheus Insurance
Company (PICL) failed on January 27, 2021.

The company was previously trading as Tradewise Insurance Company,
Insurance Age discloses.

A statement on the company website confirmed that the insurer was
unable to meet its claims obligations, Insurance Age relates.

According to Insurance Age, it stated: "The available assets of the
Company are insufficient to meet insurance claims in full."


ST MARY'S INN: New Owners Buy Business Out of Administration
------------------------------------------------------------
Coreena Ford at BusinessLive reports that a Northumberland
gastropub which was forced into administration by a creditor has
been bought by new owners.

St Mary's Inn at Stannington, near Morpeth, could soon have a third
chance at success, after administrators agreed a deal with a
purchaser less than two months after they were appointed,
BusinessLive relates.

The arrival of the pandemic in March 2020 and imminent lockdown
plunged St Mary's Inn back into turmoil, BusinessLive discloses.
Last July, directors made the decision not to reopen and all
employees were made redundant, BusinessLive recounts.

Now documents filed at Companies House show that a former director
and creditor had loaned the firm's parent company Big Hearted
Hospitality Ltd GBP1.2 million in 2014 -- and in October last year,
he "made demand for repayment of the loan plus interest, together
with a further advance of GBP125,000 made on or around November
2016", BusinessLive relays.

Directors filed notice of intention to appoint administrators less
than a month later, but 10 days after that, administrators Michael
Bowell and Dermot Coakley of Guildford-based WSM MBI Coakley LLP
had been enlisted by the creditor and qualified floating charge
holder (QFCH), and were appointed in the High Court of Justice
Business and Property Courts in Newcastle, BusinessLive notes.

According to BusinessLive, a statement of administrators proposals
reveals that they have found new owners for the Morpeth gastropub,
while outlining that their only objective has been "realising
property in order to make a distribution to one or more secured or
preferential creditors".

In the document, the administrators, as cited by BusinessLive,
said: "Following advice received from a national firm of valuers,
the joint administrators acccepted an offer from the potential
purchaser which is subject to contract.  The QFCH has confirmed
that the offer is acceptable and he is prepared to release his
security on the successful completion of the sale and purchase
contract."

The document states that a firm of solicitors has been instructed
to prepare a sale contract and are hopeful the sale will complete
within the next four weeks, BusinessLive notes.

The identity of the purchaser has not yet been revealed,
BusinessLive states.

According to BusinessLive, a statement of affairs also filed for
the company shows that large sums are owed to the directors -- and
there is a chance they could get some of their money back.

The creditor who triggered the administration is owed GBP1,405,000,
while Jesmond Dene House, Hotel Operations Ltd, Rivergreen
Development Plc and parent company Big Hearted Hospitality Company
ltd, all of whom share the same directors, are collectively owed
GBP1.74 million, BusinessLive discloses.

HMRC, BusinessLive says, is owed GBP24,751 while trade and expense
creditors are owed GBP28,257.

In total, the directors have estimated unsecured creditors to be
GBP1,793,450, BusinessLive relays, citing the document.


UTILITY ALLIANCE: Files for Administration, 300+ Jobs Affected
--------------------------------------------------------------
Jonathon Manning at ChronicleLive reports that Utility Alliance, a
North East energy broker has filed for administration and made all
of its staff redundant.

According to ChronicleLive, Utility Alliance informed more than 300
of its workers that they were being made redundant on Jan. 28 after
the company revealed it was collapsing into administration.

The company's website has now been taken offline and its telephone
lines have been taken out of service, ChronicleLive discloses.

It is expected that the business will officially appoint
administrators this week, ChronicleLive notes.



                           *********


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 * * *