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

                          E U R O P E

          Friday, February 19, 2021, Vol. 22, No. 31

                           Headlines



A U S T R I A

ADDIKO BANK: Moody's Completes Review, Retains Ba3 Deposit Rating


B E L G I U M

BL CONSUMER: Fitch Assigns CCC(EXP) Rating on Class X Debt


F R A N C E

AIR FRANCE-KLM: Expects Fresh State Aid Following EUR7.1BB Loss
ELIOR GROUP: S&P Lowers ICR to 'BB-', Outlook Negative
NEXANS SA: S&P Alters Outlook to Positive & Affirms 'BB/B' ICRs


G E R M A N Y

BLITZ GMBH 20-486: Moody's Completes Review, Retains B2 Rating
WIRECARD: Steinmueller Helped Forge Business Relations in Asia


I R E L A N D

RYANAIR: EU Court Rejects Challenge to Rival Airlines' State Aid


I T A L Y

INTESA SANPAOLO: Fitch Gives BB+(EXP) Rating on Non-Preferred Notes


N E T H E R L A N D S

SIGNATURE FOODS: S&P Assigns 'B' LongTerm ICR, Outlook Stable


R U S S I A

CHELINDBANK PJSC: Fitch Alters Outlook on 'BB' IDR to Stable
DME AIRPORT: Fitch Assigns Final BB Rating on US$453MM Loan Notes
LOCKO-BANK JSC: Fitch Affirms 'BB-' IDR & Alters Outlook to Stable
VODOKANAL ST. PETERSBURG: S&P Affirms 'BB+/B' ICRs, Outlook Stable


S P A I N

PELICAN MORTGAGES 3: S&P Raises Class D Notes Rating to 'B+'
PRISA: Fitch Withdraws CCC+ LongTerm IDR


U N I T E D   K I N G D O M

ARCADIA GROUP: Topshop, Topman Creditors Face GBP176MM Losses
DURHAM MORTGAGES A: S&P Assigns Prelim. B-(sf) Rating on F Notes
MCCALLS: Secures Financial Lifeline to Help Weather Pandemic
SIGNATURE AVIATION: Moody's Completes Review, Retains Ba3 CFR
SIGNATURE LIVING: Enters Into Agreement with Creditors, Founder

SOPHOS HOLDINGS: Moody's Lowers Rating on First Lien Loans to B3
SURF INTERMEDIATE I: Fitch Affirms B LongTerm IDR, Outlook Stable
TECHNIPFMC PLC: S&P Lowers ICR to 'BB+' on Spin-Off, Outlook Neg.
TWIN BRIDGES 2021-1: Moody's Gives (P)Caa1 Rating on Class X1 Notes
TWIN BRIDGES 2021-1: S&P Assigns Prelim BB Rating on X1 Notes

VEDANTA RESOURCES: Moody's Confirms B2 CFR, Alters Outlook to Neg.


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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A U S T R I A
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ADDIKO BANK: Moody's Completes Review, Retains Ba3 Deposit Rating
-----------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Addiko Bank AG and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 10, 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

Addiko Bank AG's Ba3 deposit ratings reflect its ba2 Baseline
Credit Assessment and the application of Moody's Advanced Loss
Given Failure analysis to its liabilities, which indicates a high
loss-given-failure and results in a rating one notch below its BCA.
Moody's does not incorporate rating uplift from government support
for Addiko due to the wider scope of BRRD application in Austria
and evidenced willingness of its government to apply burden-sharing
to creditors.

Addiko's ba2 BCA balances the bank's sound capitalization and
funding profile with its focus on banking activities in SEE
countries, which are more vulnerable to economic cycles and less
strong institutionally. Addiko has significantly improved its
credit quality over the past years but still records moderate level
of problem loans and some concentration risks in non-focus
business. Its profitability is also only moderate and vulnerable to
rising credit risk costs, with a limited track record of resilience
in an economic downturn. All these factors constrain Addiko's BCA.

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




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B E L G I U M
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BL CONSUMER: Fitch Assigns CCC(EXP) Rating on Class X Debt
----------------------------------------------------------
Fitch Ratings has assigned BL Consumer Issuance Platform II S.à
r.l. Compartment BL Consumer Credit 2021 (BL Consumer Credit 2021)
expected ratings.

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

DEBT              RATING  
----              ------  
BL Consumer Issuance Platform II S.à r.l. Compartment
BL Consumer Credit 2021

A      LT  AAA(EXP)sf   Expected Rating
B      LT  AA(EXP)sf    Expected Rating
C      LT  A(EXP)sf     Expected Rating
D      LT  BBB-(EXP)sf  Expected Rating
E      LT  BB+(EXP)sf   Expected Rating
F      LT  BB-(EXP)sf   Expected Rating
G      LT  NR(EXP)sf    Expected Rating
X      LT  CCC(EXP)sf   Expected Rating

TRANSACTION SUMMARY

This transaction will be the second public and first Fitch-rated
securitisation of revolving loan receivables and consumer loans
originated by Buy Way Personal Finance S.A./N.V. (Buy Way), an
unrated non-deposit taking entity. Buy Way is a Belgian consumer
credit provider and insurance intermediary that offers credit
cards, revolving credit facilities and amortising personal loans to
individual customers in Belgium and Luxembourg.

KEY RATING DRIVERS

Mixed Portfolio

About 72.5% of the provisional portfolio comprises revolving
credits such as credit cards (53.7%), revolving credit lines
(12.6%) and "special drawings" (6.2%), i.e. amortising loans
deducted from the credit limit available under the revolving
credits for the purchase of specific goods. The remainder of the
portfolio is composed of amortising consumer loans (instalment
loans).

Fitch has based its asset analysis of the revolving credits on its
Credit Card ABS Rating Criteria and of the instalment loans on its
Consumer ABS Rating Criteria.

Revolving Transaction, Portfolio Migration Risk

The transaction has a three-year revolving period until March 2024,
during which new receivables can be purchased by the issuer. After
three years, the issuer will be able to purchase only further
drawings on revolving credits already sold to a special-purpose
vehicle (SPV), subject to no prior seller event of default.

Fitch considers that the portfolio conditions related to the
transaction replenishment criteria could allow significant
movements in some of the portfolio characteristics, and stressed
this in its analysis. Fitch has taken into account possible
increases in the share of specific products when assigning its
asset levels to the portfolio. It also analysed different scenarios
in its cash flow analysis in which the shares of revolving credits
and instalment loans move up to their limit.

Key Counterparties Unrated

Buy Way will act in several capacities, most prominently as
originator, seller, servicer and seller interest credit facility
provider to the securitisation. The degree of reliance on Buy Way's
servicing activities is mainly mitigated by the appointment of
Intrum NV as a back-up servicer. At the same time, the presence of
a pledge in favour of the issuer on amounts held on the collection
account bank, a reserve fund and the overall set-up of the
collection process mitigate commingling and payment interruption
risk.

However, Fitch's purchase rate assumptions for the revolving credit
sub-portfolio have been limited by the presence of an unrated
seller, among other things.

Coronavirus Impact

Charge-offs and delinquencies have been resilient to the impact of
the coronavirus pandemic and the share of Buy Way's book subject to
payment holidays has been very limited. However, performance has
been underpinned by government support schemes and Fitch expects
deterioration once these measures wind down and unemployment
rises.

Assumptions Address Expected Deterioration

The portfolio's annualised charge-off rate (for the revolving
credit sub-pool) has remained below Fitch's 4% applied steady
state, which provides room for deterioration before reaching the
long-term steady-state level. The charge-off rate could increase
and may exceed the steady-state level due to the coronavirus
pandemic, but Fitch's analytical approach aims to look through
short-term fluctuations.

Fitch would only consider changes to the steady-state assumptions
if Fitch expected the transaction's performance to reset to
materially different levels in the long term. Fitch applied a 6.25x
stress to charge-offs at the 'AAAsf' level, which is above the
standard criteria range (see Criteria Variations).

The instalment loan sub-portfolio's base-case default rate is 7%.
This accounts for potential deterioration in performance, in
addition to a potential shift of this sub-pool towards personal
loan products that have historically performed below average, as
the share of this sub-portfolio has increased significantly over
recent years.

RATING SENSITIVITIES

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

-- Long-term asset performance improvement such as decreased
    charge-offs and defaults, increased monthly payment rate,
    increased portfolio yield or increased recoveries driven by a
    sustainable positive change of the underlying asset quality
    would contribute to positive revisions of Fitch's asset
    assumptions, which could positively affect the notes' ratings.

-- The class A notes are rated 'AAAsf', the highest level on
    Fitch's scale and cannot be upgraded. A decrease of 25% in
    charge-offs for revolving credits and in defaults for
    instalment loans would have a positive impact of up to one
    rating category for the other notes.

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

-- Long-term asset performance deterioration, such as increased
    charge-offs and defaults, reduced monthly payment rate,
    reduced portfolio yield or reduced recoveries, which could be
    driven by changes in portfolio characteristics, macroeconomic
    conditions, business practices, credit policy or legislative
    landscape, would contribute to negative revisions of Fitch's
    asset assumptions that could negatively affect the notes'
    ratings. An increase in the charge-offs and defaults
    assumption by 25% and a decrease in the purchase rate
    assumption to 0% in all scenarios would result in a downgrade
    of up to one category for all notes.

-- Fitch acknowledges the uncertainty of the path of coronavirus
    related containment measures and has therefore considered a
    more severe economic downturn than currently contemplated in
    Fitch's base-case scenario. In the downside scenario, a re
    emergence of infections in the major economies prolongs the
    health crisis and confidence shock, prompting extensions or
    re-impositions of lockdown measures and preventing a recovery
    in financial markets. This scenario could lead to a higher
    risk of downgrade of the notes across all rating levels.

BEST/WORST CASE RATING SCENARIO

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

CRITERIA VARIATION

Fitch deviated from its Credit Card ABS Rating Criteria as stressed
charge-offs with a 6.25x multiplier, above the range established by
the criteria. The deviation is driven by the particularly low
steady-state assumption, among the lowest for EMEA credit card
ABS.

The criteria variation has a detrimental impact of one notch on the
class E, F and X notes.

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

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

DATA ADEQUACY

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

Prior to the transaction closing, Fitch conducted a review of a
small targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.

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

ESG CONSIDERATIONS

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




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F R A N C E
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AIR FRANCE-KLM: Expects Fresh State Aid Following EUR7.1BB Loss
---------------------------------------------------------------
David Keohane at The Financial Times reports that struggling
airline Air France-KLM warned there was more pain to come -- but is
poised to seal another volley of state aid after recording a EUR7.1
billion net loss in 2020 owing to the Covid-19 pandemic.

The airline, created in 2004 by the merger of France's flag carrier
with the Netherlands' own champion, said it expected fresh aid to
finally land in the coming weeks after months of talks, the FT
relates.

The timing "is more a question of days and weeks than quarters, so
we are confident", Frederic Gagey, group chief financial officer,
as cited by the FT, said without being drawn on the size of the
bailout involving "equity or quasi-equity".

According to the FT, the protracted talks, with its two largest
shareholders, the French and Dutch states, along with the European
Commission, include the EU pushing Air France-KLM to give up
aeroplane slots at Paris Orly and Amsterdam Schiphol airports in
exchange for aid.

Air France-KLM, the FT says, has already slashed thousands of jobs
to cut costs, with the headline loss including restructuring
charges linked to lay-offs with another 6,000 planned "in the
coming years".  It has also taken on EUR10.4 billion in
state-backed loans, the FT notes.

But after burning through EUR2.6 billion in cash in the fourth
quarter, the airline said the first three months of this year will
be "challenging" and involve a deeper hit to earnings, the FT
relays.

By the end of the fourth quarter, Air France-KLM had EUR9.8 billion
of liquidity and credit lines on hand, down from EUR12.4 billion
three months before, according to the FT.  Its fourth-quarter net
loss of EUR1 billion was, however, less than what analysts had
pencilled in, the FT states.


ELIOR GROUP: S&P Lowers ICR to 'BB-', Outlook Negative
------------------------------------------------------
S&P Global Ratings lowered its ratings on food services provider
Elior Group and the group's senior secured debt to 'BB-' from
'BB'.

The negative outlook reflects that there remains high uncertainty
about the timing of the catering market's recovery, and S&P could
downgrade Elior if credit metrics do not recover at the pace it
expects.

S&P said, "Pandemic-related lockdown and social-distancing measures
hurt Elior's operating performance more than we initially
anticipated in fiscal 2020, and we do not expect any significant
recovery in fiscal 2021.   On the back of a challenging operating
environment, with closures and work-from-home initiatives at a
majority of its education, business, and industry sites since the
first lockdown, Elior's revenue dropped 19% in fiscal 2020 year on
year. We anticipate that the operating environment will remain
challenging in fiscal 2021, given the extension of social
distancing measures and working-from-home arrangements. Elior's
revenue in the first quarter of fiscal 2021 declined 27.7% year on
year, with its business and industry sector still heavily affected.
While demand in the health care and welfare sector remained
resilient, first-quarter revenue in the segment still declined
8.5%, due to the closure of hospital cafeterias and the lower
number of patients staying at hospitals. We do not anticipate a
material surge in demand in the remainder of fiscal 2021 due to
prolonged working from home. Given that widespread immunization
against COVID-19 through vaccination might only be achieved by
September 2021 -- the end of Elior's fourth quarter -- in most of
the group's countries, we do not anticipate any material
improvement in the group's operating environment this year. In
addition, we believe that volumes in business and industry segments
will not fully recover in fiscal 2022 due to likely more widespread
use of working from home than before the pandemic. Elior's contract
retention rates have remained solid (above 90%), and the group is
deploying new catering solutions, some of which are digital-based,
in an attempt to partially compensate for the volumes lost to home
office, but we believe it will not be sufficient to fully recover
pre-pandemic revenue levels by 2022.

"We expect that continued cost control and extended
government-support measures will enable Elior to improve its
adjusted EBITDA margin in fiscal 2021  In fiscal 2020, despite
government-support measures such as furlough and temporary
unemployment schemes, the group's adjusted EBITDA turned marginally
negative, including the impact of exceptional restructuring
provisions. We forecast Elior's S&P Global Ratings-adjusted EBITDA
margin will improve to about 5% in fiscal 2021 (from slightly
negative in fiscal 2020) as a result of lower restructuring costs
and cost-saving efforts. But given the increased debt burden, with
EUR200 million drawn under the group's revolving credit facilities
(RCF) as of fiscal year end 2020, we project that leverage will
remain above 5.0x, with funds from operations (FFO) to debt below
16%. The downgrade reflects our view that Elior's credit metrics
will remain significantly weaker than levels commensurate with a
'BB' rating for at least another two years. Furthermore, although
we expect Elior will deleverage significantly in fiscal 2022, we
forecast that S&P Global Ratings-adjusted debt to EBITDA will
remain above 4.0x, due to the anticipated slower recovery in
volumes from the business and industry segment.

"We expect that Elior will maintain adequate liquidity and will
face no covenant pressure, given the covenant holiday until
September 2022.   In November 2020, Elior obtained an extension of
its covenant holiday from its lenders and as a result will have no
covenant test performed until Sept. 30, 2022. The covenant waiver
agreement includes restrictions on dividend payments and
acquisitions. Therefore, we expect Elior will not pay any dividend
on its fiscal 2021 results and will not be able to make any
material acquisitions until September 2022. In addition, we expect
the group will continue to apply a strict control on capital
expenditure (capex), which will support free operating cash flow
(FOCF) generation."

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

-- Health and safety

S&P said, "The negative outlook reflects that there remains high
uncertainty about the timing of the catering market's recovery, and
we could downgrade Elior if credit metrics do not recover at the
pace we expect due to a prolonged impact from COVID-19.

"We could lower the rating if operating conditions remained
challenging in fiscal 2022 due to a longer-term impact from more
widespread working from home, while government-support measures
gradually phase out." Specifically, S&P could lower the ratings
if:

-- Debt to EBITDA remained significantly above 4.5x on a prolonged
basis; and

-- FFO to debt remained sustainably below 16%; or

-- The group faced heightened liquidity and covenant pressure once
it resumes its leverage covenant test from September 2022.

S&P could revise the outlook to stable if, despite continued weak
operating performance in fiscal 2021, it anticipated Elior's
revenue and EBITDA growth would accelerate in 2022 enabling the
group to deleverage to 4.0x-4.5x and FFO to debt to improve to
16%-20%.


NEXANS SA: S&P Alters Outlook to Positive & Affirms 'BB/B' ICRs
---------------------------------------------------------------
S&P Global Ratings revised its outlook on French cable manufacturer
Nexans S.A. to positive from negative and affirmed its 'BB'
long-term issuer credit rating.

S&P said, "We are also affirming the 'BB' long-term issue rating on
the group's senior unsecured notes and the '3'(65%) recovery
rating. We could raise our rating during the next 18-24 months if
Nexans further improves its profitability while reaching FFO to
debt comfortably above 35% with positive free operating cash flow
(FOCF).

"Nexans' 2020 credit ratios are in line with our threshold for the
current rating and we expect they will strengthening in 2021-2022.
The group's successful transformation resulted in an estimated S&P
Global Ratings-adjusted funds from operations (FFO)-to-debt ratio
of about 27% in 2020 (from below 10% in 2019)." S&P expects further
improvement in 2021 to about 40%-45% because of:

-- The cumulative effect of market and margin recovery;

-- The return of the restructuring costs in 2021 back to a
recurring historical level of EUR70 million; and

-- The benefit of a high cash balance with an expected
deleveraging.

S&P said, "We forecast the group will use its excess cash (EUR1.142
billion at the end of 2020, excluding an undrawn EUR600 million
revolving credit facility [RCF]) to proceed with the anticipated
repayment in first-half 2021 of the EUR250 million bond (maturing
in 2021), as well as the EUR280 million loan from the government
(PGE; Prêt Garanti par l'Etat). This will result in S&P Global
Ratings-adjusted debt of about EUR550 million to EUR600 million in
2021. In our view, its strong balance sheet will allow the group to
consider some potential acquisitions in the coming years in order
to participate in the market's consolidation.

"In our base case we foresee that Nexans will continue to generate
positive FOCF in 2021 and 2022.  The group focused on working
capital management and managed to generate positive FOCF in both
halves of 2020, despite the COVID-19 pandemic. This ended a
historical cycle of cash negative first halves and recovery in the
second halves. The group implemented a new strategy requiring
stricter terms for receivables collection (90 days). It also capped
its growth in some countries to better control its margin though
stricter project selection. These measures enabled the group to
reduce the working capital-to-sales ratio to about 5% in 2020,
versus 12% previously and improve profitability. The group
generated positive adjusted FOCF of about EUR200 million in 2020
versus about EUR30 million in 2019, despite high capital
expenditure (capex) of about 4% of total revenue, offset by about
EUR366 million of change in working capital. Furthermore, we expect
the group will continue this trend in 2021, given a reduction in
capex together with an expected EUR50 million working capital
reduction."

S&P Global Ratings expects Nexans' profitability to remain below
average despite improvements.   The three-year transformation
program that the group announced in January 2019 resulted in
roughly EUR107 million of restructuring charges for 2020 (EUR170
million cash out), which marked a significant reduction compared
with EUR250 million in 2019. S&P Global Ratings-adjusted EBITDA for
2020 was about EUR266 million, up by EUR100 million over 2019,
benefiting from the transformation measures and the progressive
reduction in restructuring costs. S&P said, "However, we expect
recurrent restructuring costs of about EUR70 million per year from
2021 to continue to drag margins, resulting in an EBITDA margin at
about 5.5%-6.0% in 2021 and 2022, versus about 4.5% in 2020."

The group's capex on vessel construction will start to bear fruit.
Nexans' new cable vessel, which should be delivered in May 2021,
will have a high utilization rate through second-half 2021. S&P
expects this will support the offshore wind turbines installation
and marine cables installation businesses, and give the group a
competitive advantage.

Nexans remains the world's second-largest cable manufacturer.   S&P
views positively Nexans' diversified customer base (no customer
accounts for more than 10% of revenue), its established footprint
in its core market, and its maintenance of the No.2 position behind
Italy-based Prysmian (which had EUR11.5 billion of revenue and
EUR907 million of reported EBITDA in 2019). Nexans lost market
share due to the Prysmian-General cable consolidation, but it
remains the No.2 manufacturer in terms of revenue and retains an
advantage of scale in competition with many smaller players.

Nexans' margins are exposed to cyclical end markets and metals
prices.   The group sells its cables mainly in the building and
territories sector via the industry and solutions segment. The
sector in which the group operates is highly competitive and
fragmented. Nexans relies on copper and aluminum for its
production, which can decrease profit and increase the working
capital volatility during periods of rapidly moving metals prices.
S&P recognizes, however, that the group's strongly improved working
capital and contract management helps offset that risk. Operating
margins could also be affected by slower end-market demand or
higher-than-expected competitive pressures.

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects.   Vaccine production is ramping up and rollouts
are gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions 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 positive outlook on Nexans reflects S&P's view that the group's
ratio of adjusted FFO to debt will exceed 35% in 2021 with recovery
of profitability and positive FOCF.

S&P could raise the rating if it believes Nexans can sustainably
achieve:

-- FFO to debt above 35%;

-- A solid recovery through the cycle with an adjusted EBITDA
margin around 6%;

-- Positive FOCF; and

-- A supportive financial policy without significant restructuring
needs.

S&P may revise the outlook to stable if Nexans' FFO-to-debt ratio
remains below 35% without signs of improvement. This could happen
if Nexans' revenue or margin development is weaker than our
expectation, due to a more severe COVID-19 impact or operational
setbacks. This could also happen if the group undertakes
substantial debt-funded expansion, acquisitions, or aggressive
dividend payments; if it incurs higher restructuring costs; or if
FOCF turns negative.




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G E R M A N Y
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BLITZ GMBH 20-486: Moody's Completes Review, Retains B2 Rating
--------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of BLITZ 20-486 GMBH and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 11, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.

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

Key rating considerations

The B2 rating with stable outlook is supported by the strong
business profile of Apleona Group, on the back of its leading
market positioning in the GAS (Germany-Austria-Switzerland) region,
the resilient nature of the technical facility management services
market and the high earnings visibility from the existing backlog
contracted by a long-established, good-credit-quality and
diversified client base.

The rating is constrained by Apleona's high financial leverage at
above 6x, the competitive and the fragmented nature of the building
and facility services markets, which constrains operating margins
and increases event risk. However now that Apleona Group has
completed its information technology (IT) infrastructure and
efficiency initiatives, as well as other restructuring measures,
Moody's expect a strengthening of its credit metrics by year-end
2021, aided by the company's proven strong cash conversion and its
commitment to disciplined capital allocation.

This document summarizes Moody's view as of the publication date
and will not be updated until the next periodic review
announcement, which will incorporate material changes in credit
circumstances (if any) during the intervening period.

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


WIRECARD: Steinmueller Helped Forge Business Relations in Asia
--------------------------------------------------------------
Olaf Storbeck at The Financial Times reports that a Deutsche Bank
executive board member helped Wirecard forge business relationships
in Asia until just months before its collapse, underlining the
close ties between corporate Germany and the payments group at the
heart of the country's biggest accounting scandal in decades.

Werner Steinmueller, who led Deutsche's Asian business until he
retired in July last year, brokered meetings and telephone
conferences between top Wirecard executives and potential Asian
clients from early 2019 to as late as last spring, according to
multiple emails seen by the FT.

The emails show they included one with co-chief executive of Hong
Kong-based Bank of East Asia and another with the head of YeePay, a
Chinese payments company, the FT discloses.

The disclosure that a senior Deutsche executive was helping
Wirecard with potential Asian clients not long before its demise
comes as the scandal continues to reverberate across Germany's
political and business establishment, the FT notes.

According to the FT, a parliamentary inquiry has spent months
investigating the implosion of a company that was feted as a rare
German technology success, before it filed for insolvency in June
last year after disclosing that EUR1.9 billion of its cash did not
exist.

The disclosure of Mr. Steinmueller's work comes less than a month
after Deutsche Bank chief executive Christian Sewing was questioned
by MPs over the lender's links to Wirecard, the FT states.




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

RYANAIR: EU Court Rejects Challenge to Rival Airlines' State Aid
----------------------------------------------------------------
Javier Espinoza and Philip Georgiadis at The Financial Times report
that a top EU court has rejected Ryanair's legal challenge to state
aid given to rival airlines during the pandemic in a victory for
the 27-member bloc.

According to the FT, judges at the General Court said that
government support, which was cleared by the European Commission,
was not discriminatory.

In reference to the French state aid scheme, the Luxembourg-based
court said it was "appropriate for making good the economic damage
caused by the Covid-19 pandemic and does not constitute
discrimination", the FT relates.

Support given by the Swedish scheme, the court said, was also "in
the interest" of the bloc, the FT notes.

Ryanair has said it will appeal, the FT relays. "Now is the time
for the European Commission to stop caving in to national
governments' inefficient bailout policies and start protecting the
single market, Europe's greatest asset for future economic
recovery," the FT quotes the airline as saying in a statement.

According to the FT, the European Commission said: "The General
Court found that the French and Swedish schemes approved by the
Commission were necessary, appropriate and proportionate and do not
constitute a breach of the principle of non-discrimination on
grounds of nationality, nor do they involve an unjustified
restriction on the freedom to provide services."

European governments have poured billions of euros into helping
national carriers during the pandemic, the FT discloses.

Ryanair has filed 16 cases to test the state aid rules in the
European courts, and argues that support that is made available to
national flag carriers only is discriminatory and undermines the
EU's single market in air travel, the FT recounts.

The low-cost carrier said more than EUR30 billion in state aid had
been "gifted to EU flag carriers", the FT notes.

Ryanair draws a distinction between aid offered to specific
companies only and schemes that are open to all, such as the UK's
Covid Corporate Financing Facility, the FT relates.  Ryanair has
accessed GBP600 million of liquidity from this facility to shore up
its balance sheet, according to the FT.




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

INTESA SANPAOLO: Fitch Gives BB+(EXP) Rating on Non-Preferred Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Intesa Sanpaolo S.p.A.'s (IntesaSP)
planned inaugural dual tranche senior non-preferred (SNP) issuance
a 'BB+(EXP)' expected long-term rating. The notes will be issued
under the bank's existing EUR70 billion Euro Medium-Term Note
(EMTN) programme.

The assignment of a final rating to the notes is contingent on the
receipt of final documents conforming to the information already
received on IntesaSP's expected SNP instrument. The introduction of
this new debt class does not affect IntesaSP's 'BBB-'/'F3' senior
preferred ratings.

KEY RATING DRIVERS

IntesaSP's senior non-preferred debt is rated one notch below its
Long-Term IDR (BBB-/Stable) to reflect the risk of below-average
recoveries arising from the use of more senior debt to meet
resolution buffer requirements and the combined buffer of
additional Tier 1, Tier 2 and SNP debt being unlikely to exceed 10%
of risk-weighted assets.

The SNP obligations are senior to any subordinated claims and
junior to senior preferred liabilities. The SNP notes will be
bailed in before senior higher-priority debt in the event of
insolvency or resolution.

RATING SENSITIVITIES

The SNP debt rating is primarily sensitive to changes in IntesaSP's
Long-Term IDR, from which it is anchored. IntesaSP's Long-Term IDR
is equalised with its Viability Rating (VR) and therefore it is
sensitive to any change in Fitch's assessment of the VR.

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

-- SNP debt would be upgraded if IntesaSP's Long-Term IDR was
    upgraded. The rating could also be upgraded if the bank is
    expected to meet its resolution buffer requirements
    exclusively with SNP debt and junior instruments or if we
    expect SNP and subordinated resolution buffers to sustainably
    exceed 10% of risk-weighted assets, which Fitch currently
    considers unlikely.

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

-- SNP debt would be downgraded if IntesaSP's Long-Term IDR was
    downgraded.

BEST/WORST CASE RATING SCENARIO

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




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

SIGNATURE FOODS: S&P Assigns 'B' LongTerm ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit and
issue ratings to Dutch chilled food manufacturer PHM SF Dutch Bidco
(doing business as Signature Foods [SF]) and its new term loan B
(TLB).

S&P said, "The stable outlook indicates our expectation that the
company's operating performance will remain resilient, given its
large exposure to the retail channel and ability to maintain good
profitability, with an adjusted EBITDA margin of 17.0%-18.5%.

"SF's capital structure is highly leveraged, but we believe it will
maintain positive FOCF.  Under the new capital structure, the group
will operate with a EUR62 million revolving credit facility (RCF)
undrawn at closing, a EUR341 million TLB, and a EUR87 million
payment-in-kind (PIK) facility. We forecast that over the next two
years SF will have adjusted debt to EBITDA of 6.0x-6.5x, fund from
operations (FFO) cash interest of 4.0x-5.0x, and positive FOCF. We
believe SF will pursue regular acquisitions to consolidate the
fragmented chilled food sector in Benelux and throughout Europe,
and have included this in our financial projections. Nevertheless,
the group's focus on small-to-midsize acquisitions in adjacent
segments and nearby geographies should mitigate integration risk,
which it has managed well.

"Our base-case scenario is supported by continued organic growth of
5%-6% and contributions from acquisitions.   We project adjusted
EBITDA will increase to EUR65 million-EUR70 million in fiscal 2022
and about EUR80 million in fiscal 2023. Organic revenue growth
should be supported by positive volume growth prospects for the
retail spreads and dips business. The higher share of earnings from
the highly profitable branded business should help offset
potentially volatile raw material costs. We also account for volume
expansion in Poland and a good track record of operating cost
control. We see potential upside in the second half of fiscal 2022
if there is a rebound in the food service business, which has been
struggling due to pandemic-related lockdowns.

"We view SF's good track record of positive FOCF over past years as
supporting the rating.   We estimate FOCF of up to EUR10 million in
fiscal 2022 due mostly to high capital expenditure (capex),
followed by a rebound in fiscal 2023 to about EUR25 million thanks
to higher EBITDA and lower capex." Overall, the group's business
has moderate capex intensity and experiences limited working
capital swings during the year.

The group's relatively small size and geographic concentration in
the Benelux region won't fully offset its positive growth prospects
and good profitability.  SF operates in relatively niche product
categories within the chilled convenience foods industry. With
projected revenue of about EUR300 million and adjusted EBITDA of
EUR57 million in fiscal 2021, S&P assesses its size of operations
as modest compared with large food multinationals, which also
limits its product innovation, marketing, and distribution
capabilities. Nevertheless, most direct competitors in existing
markets are small, local firms. The group's revenue is also highly
concentrated geographically, with about 65% generated in the
Netherlands and nearly 30% in Belgium. Spreads and dips is the
group's biggest profit contributor by far, but it is also well
established, with shares of about 60% in its home markets.

The positive volume growth prospects of categories like spreads and
dips are supported by changing consumption habits in Europe, with
more at-home meals and an increasing appetite for exotic flavors.  
S&P said, "In a post-COVID-19 environment, we expect a slight
rebalancing of growth from retail sales, which have fared very
strongly in recent months, to the food service sales (22% of
revenue). The products' low average selling price of EUR2-EUR3 on
average also makes it marketable to large target population.
Overall, we believe the group will continue to pursue a consistent
business strategy in terms of product and geographic expansion.
This also reflects the continuity of senior management, which has
deep knowledge of its markets and segments. SF benefits from a
large branded business (65% of revenue), with a portfolio of
well-known local brands in the Benelux region, such as Johma and
Hamal. We think the group's pricing power and increasing share of
earnings from the branded business should enable SF to maintain
high and stable profitability with EBITDA margins of 17%-18%. We
also view positively its established retail relationships in its
key markets, which are supported by a presence in both branded and
private labels categories. Still, there is some single-name
concentration to retailers like Jumbo (20% of sales)."

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects.   Vaccine production is ramping up and rollouts
are gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions 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 SF's operating
performance should remain resilient, supported notably by positive
growth prospects for its main segments like spreads and dips in the
Netherlands. We forecast the group's S&P Global Ratings-adjusted
EBITDA margin will remain at 17.0%-18.5% over the next 12-18
months, given that key branded products and efficient operating
cost structure should enable the group to withstand potential high
price pressure and raw materials inflation. Also, we believe SF
will maintain adjusted debt to EBITDA of 6.0x-6.5x, FFO cash
interest of 4.0x-5.0x, and positive FOCF over the next 12-18
months.

"We could downgrade SF if FOCF is weaker than anticipated in fiscal
2022, with a low chance of a rapid rebound through corrective
measures. We think this could occur if volume growth in spreads and
dips decreases substantially in the Netherlands combined with
higher raw materials costs and cost overruns in the large expansion
capex projects due in fiscal 2022; or if there is negative impact
from the integration of new acquisitions. We could also take a
negative rating action if FFO cash interest decreases to close to
2.0x."

For a positive rating action, adjusted debt to EBITDA would need to
fall below 5.0x, with a sustained and material increase in the FOCF
base. A higher rating would be contingent on a firm commitment from
the new owner to sustain such a low level of debt leverage over the
medium term. A significant increase in the FOCF base is likely to
arise from the company achieving a substantially larger scale of
operations with much-improved geographic diversity.




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

CHELINDBANK PJSC: Fitch Alters Outlook on 'BB' IDR to Stable
------------------------------------------------------------
Fitch Ratings has revised the Outlook on Russia-based PJSC
Chelindbank's (Chelind) Long-Term Issuer Default Rating (IDR) to
Stable from Negative and affirmed the IDRs at 'BB' and Viability
Rating (VR) at 'bb'.

The revision of the Outlook reflects reduced pressure on the bank's
credit profile from the pandemic and the economic environment.
Fitch believes that Chelind's solid buffer of pre-impairment
operating profit and strong capital cushion are sufficient to
absorb further potential pressure from the pandemic, while asset
quality deterioration has been moderate.

KEY RATING DRIVERS

Chelind's ratings are driven by its intrinsic credit strength, as
expressed by its 'bb' VR. The VR reflects Chelind's prudent risk
appetite, continued track record of stable performance through the
credit cycle, limited asset quality deterioration to date following
the pandemic outbreak and solid liquidity and capital buffers. It
also factors in the bank's limited franchise in the concentrated
Russian banking sector, although its market shares are notable in
the Chelyabinsk region.

Impaired loans (Stage 3 under IFRS) increased only moderately to
8.4% of gross loans at end-3Q20 from 8.0% at end-2019. Stage 2
loans made up 3.8% of total loans (2019: 4.0%). Impaired loans were
conservatively covered at 96% by specific and at 141% by total loan
loss allowances, while Stage 2 loans were adequately provisioned at
38%. Loans restructured due to the pandemic amounted to a marginal
3% of gross loans at end-11M20. The bank's non-loan exposures (43%
of total assets end-3Q20) were mostly represented by cash,
placements with the Central Bank of Russia and securities of high
credit quality (rated 'BB' and above), which Fitch views as low
risk.

Profitability remains healthy. Operating profit was 2.4% of
consolidated regulatory risk-weighted assets (RWAs) in 9M20
(annualised), underpinned by a strong net interest margin of 6% and
a reasonable operating efficiency with the cost-to-income ratio of
53%. Annualised loan impairment charges increased to 1.4% of
average gross in 9M20 from 0.3% in 2019. Pre-impairment operating
profit remained good at 6% of average loans in 9M20, providing
Chelind with a strong ability to absorb a further potential uptick
in impairment charges without significant capital pressure. Return
on average equity was stable at 10%.

The ratio of Fitch Core Capital to the regulatory RWAs was a high
20% at end-3Q20. The regulatory consolidated Tier 1 and total
capital adequacy ratios (CARs) were 15.3% and 18.7% at end-3Q20,
providing reasonable headroom above the minimum requirements of
8.5% and 10.5% including buffers.

The bank is funded by customer deposits (95% of liabilities at
end-3Q20), the majority of which are granular retail deposits.
Chelind's customer funding has been stable since the outbreak of
the pandemic, supported by a healthy franchise in the bank's home
region. Its liquidity buffer is good with highly liquid assets
(cash and equivalents, interbank placements and unpledged liquid
bonds) accounting for 38% of total assets and covering 54% of
customer accounts at end-11M20.

The bank's Support Rating of '5' and Support Rating Floor of 'No
Floor' reflects Fitch's view that support from the Russian
authorities cannot be relied upon due to the bank's limited
systemic importance.

RATING SENSITIVITIES

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

-- An upgrade of Chelind's ratings would require stabilisation of
    the operating environment in Russia and a reduction of asset
    quality risks related to the pandemic and would also be
    subject to a material strengthening of the bank's franchise,
    maintaining stable asset quality, profitability and
    capitalisation.

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

-- The bank's ratings could be downgraded if its impaired loans
    ratio increases above 10% on a sustained basis combined with
    weaker profitability and erosion of the total regulatory CAR
    below 15%.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


DME AIRPORT: Fitch Assigns Final BB Rating on US$453MM Loan Notes
-----------------------------------------------------------------
Fitch Ratings has assigned DME Airport Designated Activity
Company's (the issuer) USD453 million loan participation notes due
in 2028 a final rating of 'BB'. The Outlook is Negative.

RATING RATIONALE

The notes effectively rank pari passu with and are structurally
identical to the existing notes. The issuer of the bonds, DME
Airport Designated Activity Company, an Irish SPV, lent the
proceeds to the borrower, Hacienda Investments Ltd (Cyprus). The
loan is guaranteed by the holding company DME Limited (DME) and a
majority of DME's operational subsidiaries on a joint and several
basis.

The proceeds of the new issue will be used to redeem outstanding
USD350 million loan participation notes due November 2021 and the
remainder to partially repay outstanding USD300 million loan
participation notes due in February 2023.

The rating reflects DME's projected elevated average Fitch-adjusted
net debt/EBITDAR in 2020-2023 eventually falling below 5.0x by
2024. This is a result of severe volume shock in 2020 driven by
significant restrictions on mobility, together with the weakening
macroeconomic environment in Russia, including rouble depreciation
and low oil prices. However, DME demonstrated better traffic
resilience than other EMEA airports. Fitch also believes that DME
has some financial flexibility to partially offset the revenue
shortfall.

The Negative Outlook reflects the limited visibility on traffic
recovery, especially in light of the significant competition in the
Moscow aviation market, availability and effectiveness of the
vaccine and weakening airline financial positions, including
potential bankruptcies, which could hamper volume recovery.

The coronavirus pandemic and related government containment
measures worldwide create an uncertain global environment for the
airports sector. DME's most recently available performance data has
indicated severe impairment. Material changes in revenue and cost
profile are occurring across the sector and will evolve as economic
activity and government restrictions respond to the ongoing
developments. Fitch's ratings are forward-looking in nature, and
Fitch will monitor the pandemic for its severity and duration, and
incorporate revised base- and rating-case qualitative and
quantitative inputs based on expectations for future performance
and assessment of key risks.

KEY RATING DRIVERS

Large, Wealthy Catchment Area: Revenue Risk (Volume) - 'Midrange'

DME benefits from a large catchment area of Moscow that generates
growing origin and destination (O&D) traffic (five-year CAGR of
7.4%, 104 million passengers in 2019). DME faces stiff competition
from Sheremetyevo airport (SVO), which hosts Russia's national flag
carrier Aeroflot, and Vnukovo airport (VKO).

Moscow's aviation hub traffic fared better than other European
markets in 2020, with a 52% yoy drop, compared with other markets'
70%-75% declines. In the same period, DME's traffic decreased 42%
yoy versus traffic falls of 60% at SVO and 51% at VKO. Its large
domestic and international destination network is served by a
diversified mix of airlines where S7 Airlines is the main airline
group, accounting for around 53% of the airport's traffic in
10M20.

Competition and Limited Record of Liberalised Tariff: Revenue Risk
(Price) - 'Midrange'

DME's revenue structure is well-diversified as the airport provides
a comprehensive range of services. In early 2016, regulation of
aviation services under a dual-till regime was lifted, allowing DME
to set tariffs freely. However, the record of operations in the
liberalised regime is limited and competition among Moscow airports
is increasing. Fitch believes the Russian national regulator,
Federal Antimonopoly Service, could re-introduce a regulated tariff
system if it regards any future price increases as excessive.

Ambitious Investments Finalised but Asset Not in Use:
Infrastructure Renewal - 'Midrange'

DME's runway and terminal capacity is sufficient for current
operations and growth. Substantial investment in the expansion of
the terminal's capacity was finalised in 2019, which should
increase DME's designed capacity to 55 million passengers from the
current 35 million. However, the new terminal building is not in
use due to the yet-to-be finished second runway and apron
construction, which is the state's responsibility and has had
multiple delays. Management expects to start using the new terminal
by end-2021 or mid-2022 when the apron construction is completed.

DME's capex is consequently expected to be scaled down
significantly (to around RUB5 billion from RUB19 billion-RUB20
billion annually) by 2025. Most future outlays are flexible and can
be postponed if needed. DME uses cash flows from operations and the
proceeds from debt issuance to fund expansion capex.

Limited Protection and Refinancing Risk: Debt Structure - 'Weaker'

The notes are effectively structured as corporate unsecured debt.
The notes are fixed-rate with bullet maturities and bear FX risk. A
history of accessing capital markets and established banking
relationships mitigate refinancing risk. It benefits from a natural
hedge through a portion of revenue being in US dollars or euros,
which lowers FX risk. Covenants offer some but not comprehensive
protection to noteholders. DME has no liquidity reserve provisions
but has historically maintained prudent levels of cash.

Under the updated Fitch rating case (FRC), after the 2020 shock
caused a spike in Fitch-adjusted net debt-to-EBITDAR of 8.6x, Fitch
forecasts leverage to fall below 5.3x in 2023 and further to 4.5x
by 2024. Fitch is closely monitoring developments in the sector as
airports' operating environment has substantially worsened. Fitch
will revise the FRC if the severity and duration of the pandemic is
worse than expected.

ESG - Governance: DME has an ESG Relevance Score of '4' for
Governance Structure due to the absence of an independent board of
directors and ownership concentration.

PEER GROUP

DME compares favourably in leverage with 'BBB' category-rated
airports such as Brussels Airport Company S.A./N.V. (BBB+/Negative)
and Manchester Airport Group Funding PLC (BBB+/Negative). However,
DME has inherent volatility associated with emerging markets as
well as FX exposure and refinancing risk.

GMR Hyderabad International Airport Limited (BB+/Negative) is also
a close peer, albeit with slightly lower projected leverage. DME
has higher traffic risk given significant competition in Moscow's
aviation market. DME's peers operate in a more stable regulatory,
legal and political environment.

RATING SENSITIVITIES

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

-- Projected Fitch-adjusted net debt/EBITDAR failing to trend
    towards 5.0x by 2023 under the FRC or the issuer's inability
    to refinance well in advance.

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

-- Clearer visibility on the evolution of the operating
    environment and medium-term traffic path, leading to quicker
    than-expected recovery of the leverage metric to below 5.0x
    before 2023, could lead to a revision of the Outlook to
    Stable.

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

DME operates Domodedovo Airport, one of the three main airports in
Moscow. The group owns the terminal's buildings and leases the
runways and other airfield assets from the Russian government.

The transaction is a placement of USD453 million loan participation
notes due in 2028, which rank pari passu with and are structurally
identical to the existing notes.

The proceeds of the new issue will be used to redeem outstanding
USD350 million loan participation notes due November 2021 and the
remainder to partially repay outstanding USD300 million loan
participation notes due in February 2023.

CREDIT UPDATE

Traffic Performance Better Than Market

The outbreak of Covid-19 in early 2020 and the related travel
restrictions introduced by governments around the globe have
significantly affected the worldwide aeronautical industry and DME
in particular.

In 2020, DME's traffic decreased 42% yoy, which was better than its
European peers (around 70%-75% yoy fall), while traffic at rival
airports in Moscow, SVO and VKO, fell 60% and 49%, respectively.
Total traffic for the Moscow aviation hub fell 52% yoy in 2020. As
a result, DME's market share in Moscow aviation hub increased to
33% in 2020 from 27% in 2019.

DME's better traffic performance than European airports is driven
by the domestic market. Domestic travel in Russia largely recovered
to pre-pandemic levels in August and September 2020 after
quarantine restrictions were eased in June 2020. This growth was
supported by the resumption of domestic tourism, in the absence of
opportunities to travel abroad.

Financial Performance

In 9M20 total revenue fell 45.4% yoy to RUB15.5 billion, mostly
driven by lower traffic due to travel restrictions amid the
pandemic. EBITDA decreased 45.3% yoy to RUB5.8 billion. DME's
covenanted consolidated net debt/EBITDA increased to 6.8x as of
end-September 2020 from 3.9x a year ago.

Furthermore, an oil price slump and the coronavirus outbreak
resulted in significant rouble depreciation in 9M20, costing DME a
net FX loss of RUB10.4 billion, a reversal of a net FX gain of
RUB3.4 billion in 9M19.

Mitigating Measures

DME applied a range of measures to mitigate the coronavirus effect
on traffic, including cutting operating expenses (down 43% yoy
excluding depreciation). In 9M20 payroll and related charges
decreased 31.6% yoy, maintenance costs 61.6% yoy, cleaning and
waste management expenses 48.4% yoy, and transport expenses 43.2%
yoy.

In addition, DME received a non-repayable RUB1.2 billion subsidy
from the government and contracted non-revolving subsidised loans
under the state programme for companies hit by the coronavirus
pandemic.

FINANCIAL ANALYSIS

The FRC assumes a recovery to 2019 traffic volumes after 2024.
Fitch forecasts EBITDA to have fallen 50% yoy in 2020 before
gradually recovering to pre-pandemic levels by 2024. In response to
the traffic stress, Fitch assumes DME will take mitigating measures
by decreasing capex in 2020-2021 and raising it to RUB5 billion
thereafter. Variable costs are assumed at 30% of total operating
expenditure in 2020 and to return to 70% afterwards, with
fluctuations in accordance with volume.

DME has balance-sheet flexibility, specifically through further
suspension of capex, decrease in dividends and optimising operating
expenditure in case traffic performance is weaker than expected.

The Fitch stress case is similar to the FRC except that it assumes
slower recovery with traffic reaching only 80% of 2019 levels by
2024. DME's credit profile will be impaired in this downside
scenario.

ESG CONSIDERATIONS

DME has an ESG Relevance Score of '4' for Governance Structure due
to the absence of an independent board of directors and ownership
concentration, which has a negative impact on the credit profile,
and is relevant to the rating in conjunction with other factors.

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


LOCKO-BANK JSC: Fitch Affirms 'BB-' IDR & Alters Outlook to Stable
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Russia-based JSC
Locko-Bank's (Locko) Long-Term Issuer Default Ratings (IDRs) to
Stable from Negative and affirmed the IDRs at 'BB-' and Viability
Rating (VR) at 'bb-'.

The revision of the Outlook reflects reduced pressure on the bank's
credit profile from the pandemic and the economic environment.
Fitch believes that Locko's strong buffer of pre-impairment
operating profit and healthy capital cushion are sufficient to
absorb further potential pressure from the pandemic, while asset
quality deterioration has been manageable so far.

KEY RATING DRIVERS

Locko's ratings are driven by its intrinsic credit strength, as
expressed by its 'bb-' VR. The VR reflects the track record of
stable performance through the credit cycle, with healthy capital
and liquidity buffers and moderate asset quality deterioration from
the pandemic. The rating also factors in the bank's limited
franchise in the concentrated Russian banking sector and
significant exposure to unsecured consumer lending.

Impaired loans (Stage 3 under IFRS) increased to 11.0% of gross
loans at end-3Q20 from 8.5% at end-2019. Coverage of impaired loans
by loan loss allowances was good (81% by specific and 97% by
total). Stage 2 loans were 2.9% of gross loans at end-3Q20. The
share of loans restructured in 2020 was higher than the sector
average, but the majority had returned to their payment schedule in
2H20. Fitch believes Locko's asset quality metrics could
deteriorate further in 2021 due to risks stemming from unsecured
consumer loans (about 40% of gross loans), potential high loan
growth and residual risks from restructured exposures.

Locko's profitability remains healthy. Operating profit was 3% of
IFRS Basel I risk-weighted assets (RWAs) in 9M20 (annualised),
underpinned by a resilient net interest margin of 6%, strong
commission income (25% of operating income) and improved operating
efficiency (the cost-to-income ratio moderated to 45% in 9M20 from
51% in 2019). Loan impairment charges (LICs) equaled 3.2% of gross
loans in 9M20 (annualised), unchanged from 2019. Fitch believes
that LICs may increase in 2021. However, strong pre-impairment
operating profit (8% of average loans in 9M20) provides Locko with
a reasonable ability to absorb additional impairments without
significant pressure on capital.

Fitch views capitalisation as healthy, reflected by an estimated
Fitch core capital to IFRS Basel I RWAs ratio of 22% at end-3Q20.
The bank's regulatory consolidated Tier 1 ratio and total capital
adequacy ratio were lower at 13.9% and 16.4%, respectively, at
end-3Q20 due to higher regulatory risk-weightings, operational risk
charges and capital deductions, but were reasonably above the
regulatory minimums of 8.5% and 10.5% (including buffers),
respectively.

The bank is funded by customer deposits (98% of liabilities at
end-3Q20, excluding direct repo), a majority of which are granular
retail deposits. Direct repo operations (27% of liabilities), which
Locko uses for its treasury activities, are executed through the
central counterparty and matched with liquid sovereign bonds on the
assets side. Locko's customer funding has been broadly stable since
the outbreak of the pandemic. The liquidity buffer is good with
highly liquid assets (cash and equivalents, interbank placements
and unpledged bonds) covering 47% of customer accounts at
end-11M20.

The bank's Support Rating of '5' and Support Rating Floor of 'No
Floor' reflect Fitch's view that support from the Russian
authorities cannot be relied upon due to the bank's limited
systemic importance.

RATING SENSITIVITIES

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

-- An upgrade of Locko's ratings would require stabilisation of
    the operating environment in Russia and a reduction of asset
    quality risks related to the pandemic. Positive rating action
    would also require an improvement in franchise, moderation of
    risks in retail lending, while maintaining sound profitability
    and capitalisation.

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

-- The bank's ratings could be downgraded if the impaired loans
    ratio increases to 15%, resulting in a significant increase in
    LICs and profitability pressure with operating profit falling
    sustainably below 1% of RWAs.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


VODOKANAL ST. PETERSBURG: S&P Affirms 'BB+/B' ICRs, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+/B' ratings on Regional Water
Utility Vodokanal St. Petersburg (VKSPB).

The outlook is stable, reflecting steady trends in St. Petersburg's
credit quality, the company's only very gradual progress in
improving its operating efficiency and asset base quality, and our
expectation of solid credit metrics in the next two to three years,
including relatively moderate capex, funds from operations (FFO) to
debt well above 60%, and positive free operating cash flow (FOCF).

VKSPB will likely post solid EBITDA over 2020-2022 thanks to
resilient water volumes and tariff adjustments.  S&P expects
VKSPB's EBITDA, as adjusted by S&P Global Ratings, to slightly
increase to between Russian ruble (RUB) 18 billion and RUB19
billion in 2020 from RUB18 billion in 2019. The decline is
equivalent to $250 million-$260 million in 2020 from $278 million
in 2019, and is fully attributable to ruble depreciation against
the U.S. dollar from RUB64.80 to RUB72.00 per $1.00 on average. The
company's EBITDA is resilient on the back of 3% average tariff
growth and higher residential water consumption; the latter has
largely offset the decline by non-industrial commercial entities
during the lockdown in second-quarter 2020. S&P said, "Last year,
the government partially cancelled direct financing of company's
sewage capex, but we believe it will have neutral effect, since in
mid-2020, VKSPB received the right to collect additional payments
for water pollution. VKSPB must spend the proceeds on modernizing
the sewage infrastructure. We understand that VKSPB managed to
maintain only moderate working capital outflow in the 2020 lockdown
environment, and we anticipate that customer payments' will remain
manageable. In 2021-2022, we expect EBITDA to stabilize at RUB17
billion-RUB19 billion ($230 million-$250 million)." This reflects a
slight 1.0%-1.5% increase in water supply volumes in 2021 due to
the gradual relaxation of anti-pandemic restrictions. Volumes will
likely stabilize further at negative 0.5% annually from 2022,
reflecting a long-term downward trend in water consumption. Annual
tariff growth is expected at 1.5% annually starting from 2021. S&P
said, "Although this tariff increase as approved by the regulator
in December 2020 for the 2021-2025 regulatory period is below our
expectation of Russia's long-term consumer price index at 4%, we
view this in the context of very high, above-inflation tariff
growth in 2015-2019 and the company's modest capex budget."

Furthermore, the company's initial 2020 capex budget hasn't been
realized in full due to delays and the city's COVID-19-related
decisions to descale budgets.   In S&P's base case prior to the
onset of the pandemic, we expected the company would report 2020
capex of $170 million-180 million; actual spending stood at $105
million-$115 million. This allowed the company to allocate extra
funds for deleveraging, which drove a material improvement in its
credit metrics.

After massive deleveraging and low capex in 2020, VKSPB is poised
to maintain low leverage and positive to neutral FOCF during
2021-2022.  S&P expects S&P Global Ratings-adjusted debt to EBITDA
to be well below 0.5x during 2020-2022 (0.5x as of year-end 2019)
and FFO to debt to be strongly above 100% (156% as of year-end
2019) for the same period. As of year-end 2020, VKSPB's reported
debt amounted to $11.5 million after the company had repaid about
90% of its debt over the previous 12 months 2020. Thanks to having
underspent capex and only moderate planned capex of $160-170
million by 2022 (both numbers exclude VAT). S&P believes that
VKSPB's operating cash flow will be sufficient to cover budgeted
capex in full, leading to positive FOCF.

Aged assets, persisting operating inefficiencies, and a track
record of speckled with issues highlight long-term risks.   The
company's assets are underinvested. Their depreciation rate is
above 50% and operating efficiency remains relatively low. S&P
said, "We don't expect this to change soon because the company's
capex budget is very moderate and mainly focuses on maintenance
rather than upgrades. We can't rule out that the company could face
high capex needs to address accumulating inefficiencies. This could
occur, for example, if St. Petersburg required the company to
significantly increase investments in water treatment facilities or
to rapidly replace the pipe network, without funding from the city.
Also, we understand that back in 2018, the city government has
initiated an audit of VKSPB's tariffs, identified inappropriate
cost items included in the tariffs, which triggered replacement of
the company's top management in March 2019 and a retrospective
tariff revision. Although we believe the issues have now been
resolved, we continue to monitor the strategy of the new management
team and their relationships with the city government. The
regulatory framework remains relatively weak and not sufficiently
protected from political intervention, in our view."

S&P said, "We continue to see a very high likelihood of government
support.  Vodokanal remains a very important asset for its 100%
owner, the city of St. Petersburg, and is one of the few entities
not included in the privatization list. The city government is
partially co-financing VKSPB's capex and provides direct subsidies
to cover operating expenses related to repair and maintenance of
city fountains, public toilets, storm drains, and snow-melting
facilities. The total amount of funds provided to the company was
$54 million-$58 million in 2020 (excluding VAT) and is expected to
remain around $65 million-$75 million annually thereafter. Still,
the company operates relatively autonomously, and the city doesn't
guarantee its debt.

"The stable outlook on VKSPB reflects our view of expected
consistency of St. Petersburg's creditworthiness and our unchanged
assessment of a very high likelihood of extraordinary support for
VKSPB from the city's administration if needed. We also expect the
company to maintain stable operating and financial performance.
This includes strong credit metrics with debt to EBITDA of below
1.5x and FFO to debt above 60%, as well as strong ongoing support
from the city's government, including co-financing of capital and
operating expenditures.

"We would downgrade the company if St. Petersburg's
creditworthiness deteriorates significantly or if the likelihood of
support weakens to moderately high. Neither of these scenarios are
part of our base case."

A downgrade could occur if the company's stand-alone credit profile
(SACP) deteriorated by at least two notches, which S&P considers
unlikely in the next two years. On a stand-alone basis, VKSPB has
significant headroom in its financial metrics. Rating pressure
could also stem from weakening management and governance,
liquidity, or maturity profiles, or very large debt-financed new
investment projects, which are not offset by city support.

S&P said, "We could take a positive rating action on VKSPB if we
see improvements in St. Petersburg's credit quality. At this time,
we believe that ratings upside, solely at the entity level, remains
limited by business weaknesses. In the longer term, however, an
upgrade could happen on the back of substantial improvements in
profitability and operating efficiency and a material strengthening
of the regulatory framework." An upgrade would also hinge on
prudent liquidity management, no covenant breaches, and no
management and governance weaknesses.




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

PELICAN MORTGAGES 3: S&P Raises Class D Notes Rating to 'B+'
------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Pelican Mortgages
No. 3's class A, B, C, and D notes to 'AA (sf)', 'BBB (sf)', 'BB
(sf)', and 'B+ (sf)' from 'A (sf)', 'BB- (sf)', 'B (sf)', and 'B-
(sf)', respectively.

The rating actions follow the implementation of our revised
criteria and assumptions for assessing pools of Portuguese
residential loans. They also reflect S&P's full analysis of the
most recent information that it has received and the transaction's
current structural features.

S&P said, "Upon expanding our global RMBS criteria to include
Portuguese transactions, we placed our ratings on the class A, B,
C, and D notes under criteria observation. Following our review of
the transaction's performance and the application of our updated
criteria for rating Portuguese RMBS transactions, the ratings are
no longer under criteria observation.

"Our weighted-average foreclosure frequency (WAFF) assumptions have
decreased due to the calculation of the effective loan-to-value
(LTV) ratio (69.6%), which is based on 80% original LTV (OLTV) and
20% current LTV (CLTV). Under our previous criteria, we used only
the OLTV (77.6% as of the latest review). Our WAFF assumptions also
declined because of the transaction's decrease in arrears. In
addition, our weighted-average loss severity (WALS) assumptions
remain in line with our previous review, as the seasoning of the
assets is high, supporting a low indexed CLTV."

  Table 1

  Credit Analysis Results

  Rating   WAFF (%)   WALS (%)   Credit coverage (%)
  AAA 9.72 3.29 0.32
  AA 6.61 2.04 0.13
  A 5.05 2.00 0.10
  BBB 3.82 2.00 0.08
  BB 2.53 2.00 0.05
  B 1.62 2.00 0.03

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

Arrears are low, currently under 0.28% of the outstanding
collateral balance. Cumulative defaults have barely increased in
the last two years. There are still 3% of the loans that benefit
from a government subsidy for mortgage interest payments. S&P said,
"We have incorporated in our analysis the risk of a sovereign
default, which would affect the transaction's performance. Our
analysis also considers the transaction's sensitivity to the
potential repercussions of the coronavirus outbreak. Of the pool,
8.82% of loans are on payment holidays under a moratorium scheme,
which is below the market average of 20%-30%. In our analysis, we
considered the potential liquidity and loss risks the payment
holidays could present should they become arrears or default in the
future."

S&P's operational, counterparty, and legal risk analyses remain
unchanged since its last review. Therefore, the ratings assigned
are not capped by any of these criteria.

Although the notes are amortizing on a pro rata basis, the
available credit enhancement for all classes of notes has increased
since its previous reviews due to the nonamortizing reserve fund.

S&P said, "The analytical framework in our structured finance
sovereign risk criteria assesses a security's ability to withstand
a sovereign default scenario. These criteria classify this
transaction's sensitivity as low. Therefore, the highest rating
that we could assign to the tranches in this transaction is six
notches above the unsolicited sovereign rating on Portugal, or 'AA
(sf)'. For this reason, despite our analysis indicating that the
credit enhancement available for class A is commensurate with a
higher rating, we have raised to 'AA (sf)' from 'A (sf)' the rating
on this class of notes. We also consider that the rating assigned
to these notes can be delinked from the swap.

"We have raised to 'BBB (sf)' from 'BB- (sf)', 'B (sf)' from 'BB
(sf)', and 'B+ (sf)' from 'B- (sf)' our ratings on the class B, C,
and D notes, respectively. These notes could withstand stresses at
a higher rating than the ratings assigned. However, we have limited
our upgrades based on their overall credit enhancement and their
position in the waterfall, the deterioration in the macroeconomic
environment, and the risk that payment holidays could become
arrears in the future. In addition, the most junior tranches are
expected to have a longer duration than the senior tranches,
meaning that they are more vulnerable to tail-end risk."

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions 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."


PRISA: Fitch Withdraws CCC+ LongTerm IDR
----------------------------------------
Fitch Ratings has upgraded the Spanish education publishing and
media group PRISA - Promotora de Informaciones, S.A.'s (Prisa)
Long-Term Issuer Default Rating (IDR) to 'CCC+' from 'RD'.

The upgrade to 'CCC+' follows the previous downgrade to 'RD' from
'C', consistent with completion of the group's restructuring, which
Fitch considered a Distressed Debt Exchange (DDE) under its
criteria. Fitch has subsequently withdrawn the rating.

Prisa's pre-amendment capital structure reflected a legacy
restructuring agreement that closed in 2018. Delays in corporate
disposals and secular declines in media spend, combined with the
effects of the pandemic, lead to the company hiring advisors in
late 2020, and the request for material amendments and maturity
extensions from holders of the legacy loan facilities.

Fitch deemed the eventual transaction as a DDE due to the presence
of material reductions in terms and the company's announcement that
it intended to employ a UK Scheme of Arrangement to enforce the
transaction on any non-consenting parties. The restructuring
transaction completed in December 2020 with unanimous consent from
lenders.

The restructuring resulted in debt reduction, funded by the sales
of the core Spanish operations of Santillana, the group's education
publishing and services business, and by the company's Portuguese
media assets.

The 'CCC+' IDR reflects Prisa's weakened post-restructuring
business profile, albeit supported by the prospects of its Latin
American education business and potential recovery in its media
businesses. Reduced refinancing risk and sufficient liquidity
offset risks from high leverage. Slower than expected recoveries in
the group's remaining markets and potential volatility from
currency exposure leave Prisa vulnerable to delayed asset sales and
renewed stress over the next 12 to 24 months.

Fitch has withdrawn Prisa's rating for commercial reasons, and will
no longer provide ratings and analytical coverage for the group.

KEY RATING DRIVERS

Restructuring Lowers Refinancing Pressure: Prisa's restructuring
postponed its key debt maturities to 2025 from 2022. The senior
secured debt reduced by about EUR400million, from approximately
EUR1.2 billion, funded from disposals proceeds. No debt converted
to equity or any other lower ranking instrument. Additionally,
lenders provided a new EUR110 million loan facility.

Under the new terms, management will have time to execute the
turnaround plan and to address the cost base without material cash
liquidity pressures. However, without a clear turnaround and
deleveraging over the next 24 months, Prisa's capital structure
remains vulnerable, potentially requiring further restructuring
actions.

Outlying Leverage: Fitch estimates Prisa's gross debt at around
EUR900 million for 2020. Fitch factors in a full drawdown of the
new EUR110 million facility and full availability of the undrawn
EUR80 million revolving credit facility. Weak operating performance
means Fitch estimates a spike in leverage for 2020, and expect
Fitch's funds from operations (FFO) gross leverage metric to reduce
below 10x only by 2022, slowed also by the presence of
payment-in-kind interest. Fitch expects FFO interest coverage to
return above 2.0x by 2022. Stabilisation in trading conditions and
the execution of a cost-savings plan will be key to reducing
leverage.

Vulnerable Business Profile: The post-restructuring business
profile leaves Prisa with medium-term execution challenges. A
business turnaround is required for the press and radio assets,
which performed poorly during the pandemic after suffering from
adverse secular trends prior to the pandemic. Stabilisation of the
remaining Latin American education business and FX fluctuations may
require four to six quarters. The sale of Santillana Spain reduced
leverage but negatively affected Prisa's business combination. The
disposed business provided historically stable and predictable cash
flows, despite having lower long-term growth prospects compared
with the Latin American assets.

Revised Operating Expectations: Fitch has revised down its
operating forecasts for the post-restructuring business. Fitch
estimates the 2020 performance of education in Latin America was
worse than Fitch expected. The region remains affected by prolonged
social distancing measures and less effective sales campaigns.
Consequently, Fitch factors in the negative effects of coronavirus
on Santillana to extend through 2021.

Fitch forecasts revenues for the new group to reach about EUR830
million by 2022, with Fitch EBITDA margins, adjusted for the
application of IFRS 16, recovering to around 13%. Fitch expects
cost-cutting initiatives to support Fitch's margin estimates.

DERIVATION SUMMARY

Prisa's ratings are supported by Santillana, a prominent K-12
education publisher in Latin America, and by the advertisement and
circulation business, mostly related to radio and press, and mainly
in Spain. The business profile remains anchored by the stability of
its education division in Latin America, structurally less exposed
to economic cycles and with a leading competitive position,
although currently affected by macroeconomic and FX volatility. The
remaining businesses have higher risk profiles due to their bias
towards circulation and advertising revenues, which is partially
mitigated by a growing digital platform.

Prisa's business compares to some extent with that of peers in
education publishing such as McGraw-Hill Global Education Holdings,
LLC (B+/Stable), whose business combination is predominantly
underpinned by textbook and professional publishing, but with lower
leverage. It also compares in some contexts with education
providers such as Global University Systems Holding B.V.
(B/Stable), which had similar 2019 gross leverage, although it has
a highly resilient operating profile.

In comparison with other media companies involved in DDE or
post-DDE restructurings such as Solocal Group (CCC+), Prisa's
leverage is higher, primarily because the transaction did not
result in a debt conversion or write-off. The issuer faces similar
secular declines and exposure to advertising for its media business
as Solocal. However, Prisa benefits from a stronger liquidity and
better asset coverage due to the inherent value of its Santillana
Latin America business.

KEY ASSUMPTIONS

-- FY2020 financials are modeled pro-forma for the corporate
    disposals

-- Revenue CAGR for the 2018-2020E of negative 20.2% following
    the disposal of Santillana Spain by end-2020 and the impact of
    coronavirus on advertising trends, school closures in
    lockdowns and adverse FX effect from LatAm currencies

-- Revenue CAGR for the 2020-2023 of 7.3% following recovery on
    advertising trends from 2H21 and reduced FX volatility from
    2022.

-- Fitch-defined EBITDA decline to 9% in 2020 recovering close to
    pre-crisis level by 2023 driven by recovery in trading and
    cost efficiencies

-- Average capex of around 7% of revenues to support press
    digitalisation.

-- Cash outflows from working capital movements of average 1.5%
    of sales per year over the forecast period.

RATING SENSITIVITIES

Not applicable

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity Enhanced Post Restructuring: The additional funding
provided by the incremental super senior basket capacity of EUR110
million revolving credit facility as part of the December 2020 debt
restructuring have improved the company's liquidity position. This
provides additional headroom to navigate the pandemic and gives an
additional cushion to higher than expected currency volatility on
cash flows.

ESG CONSIDERATIONS

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




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

ARCADIA GROUP: Topshop, Topman Creditors Face GBP176MM Losses
-------------------------------------------------------------
Huw Hughes at FashionUnited reports that Topshop and Topman
creditors are reportedly facing losses of GBP176 million following
the collapse of Arcadia late last year, more than double the amount
administrators previously estimated.

Overseas suppliers and property owners are among those hardest-hit,
while gift card holders are 4.5 million pounds out of pocket,
FashionUnited relays, citing documents due to be published on
Companies House in the coming days and seen by The Telegraph.

Creditors are owed GBP219 million in total but there are only
GBP42.4 million of assets available to pay them, meaning they are
likely to miss out on GBP176 million, FashionUnited discloses.

That figure is considerably higher than an estimate made in
November by administrators at Deloitte that GBP82.2 million was
owed to creditors when Arcadia fell into administration,
FashionUnited notes.


DURHAM MORTGAGES A: S&P Assigns Prelim. B-(sf) Rating on F Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Durham
Mortgages A PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd,
and X-Dfrd U.K. RMBS notes. At closing, Durham Mortgages A will
also issue unrated class Z and R notes.

The transaction is a refinancing of the Durham Mortgages A PLC
transaction, which closed in May 2018 (the original transaction).

S&P has based its credit analysis on the preliminary pool, which
totals GBP2.02 billion. The pool comprises first-lien U.K.
residential mortgage loans that Bradford & Bingley PLC (B&B), and
Mortgage Express PLC (MX) originated. The loans are secured on
properties in England, Wales, Scotland, and Northern Ireland and
were originated between 1994 and 2009.

The underlying loans in the securitized portfolio are and will
continue to be serviced by Topaz Finance Ltd.

S&P said, "We consider the collateral to be nonconforming based on
the prevalence of loans to self-certified borrowers and borrowers
with adverse credit history, such as prior county court judgments
(CCJs), an individual voluntary arrangement, or a bankruptcy order.
The current performance of the pool is notably better than
nonconforming collateral originated at a similar time in the U.K.

"Our preliminary rating on the class A notes addresses the timely
payment of interest and the ultimate payment of principal. Our
preliminary ratings on the class B-Dfrd to F-Dfrd notes and X-Dfrd
notes reflect the ultimate payment of interest and principal. Our
rating definitions are in line with the notes' terms and
conditions."

The timely payment of interest on the class A notes is supported by
the principal borrowing mechanism, the general reserve, and the
liquidity reserve. These reserve funds will be funded at closing.

S&P said, "Our preliminary ratings reflect our assessment of the
transaction's payment structure, cash flow mechanics, and the
results of our cash flow analysis to assess whether the notes would
be repaid under stress test scenarios. Subordination, excess
spread, the general reserve fund and the liquidity reserve fund
will provide credit enhancement to the rated notes.

"Our cash flow analysis indicates that the available credit
enhancement for the class B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes
is commensurate with higher ratings than those currently assigned.
The ratings on these notes reflect their ability to withstand the
potential repercussions of the COVID-19 outbreak, including
extended recovery timings and higher default sensitivities. We have
also considered their relative positions in the capital structure,
and potential increased exposure to tail-end risk. In our analysis,
the class F-Dfrd notes are unable to withstand the stresses we
apply at our 'B' rating level. We do not consider that meeting the
obligations of this class of notes is reliant on favorable
business, financial, and economic conditions. Consequently, we have
assigned a 'B- (sf)' preliminary rating to the notes in line with
our criteria. In our analysis, the class X-Dfrd notes are unable to
withstand the stresses we apply at our 'B' rating level. We
consider that in the event of adverse business, financial, or
economic conditions, the obligor is not likely to have the capacity
to meet its financial commitment. Consequently, we have assigned a
'CCC (sf)' preliminary rating to the notes in line with our
criteria.

"There are no rating constraints in the transaction under our
counterparty, legal, operational risk, or structured finance
sovereign risk criteria. We consider the issuer to be bankruptcy
remote.

"Our credit and cash flow analysis and related assumptions consider
the ability of the transaction to withstand the potential
repercussions of the coronavirus outbreak, namely, higher defaults,
liquidity stresses, and longer recovery timing stresses.
Considering these factors, we believe that the available credit
enhancement is commensurate with the preliminary ratings
assigned."

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

  Ratings List

  Class    Prelim. rating*    Amount (GBP)
  A         AAA (sf)           TBD
  B-Dfrd    AA (sf)            TBD
  C-Dfrd    A+ (sf)            TBD
  D-Dfrd    BBB+ (sf)          TBD
  E-Dfrd    BB (sf)            TBD
  F-Dfrd    B- (sf)            TBD
  Z         NR                 TBD
  R         NR                 TBD
  X-Dfrd    CCC (sf)           TBD
  X certs   NR                 N/A
  Y certs   NR                 N/A

  NR--Not rated.
  TBD--To be determined.
  N/A--Not applicable.


MCCALLS: Secures Financial Lifeline to Help Weather Pandemic
------------------------------------------------------------
Scott Reid at The Scotsman reports that McCalls, a long-established
Highlandwear company with seven stores throughout Scotland,
including Edinburgh, has secured a financial lifeline as it
navigates the impact of the pandemic.

Established in 1887, McCalls has stores in its home city of
Aberdeen, as well as in Elgin, Glasgow, Edinburgh, and Dundee.  It
is one of the largest kilt makers, hirers and retailers in
Scotland.

According to The Scotsman, the pandemic has forced the business to
diversify its ways of working in the face of temporary store
closures and wedding postponements.  The past 11 months have seen
its 84-strong workforce adapt to conduct virtual consultations and
lead Covid-secure fittings in store, where restrictions have
allowed, The Scotsman discloses.

The coronavirus funding secured through Royal Bank of Scotland has
assisted the firm in updating its marketing strategy and
incorporating new ways of working into its business plan, allowing
it to service its customer base globally, The Scotsman notes.

In addition, the financial backing will support with staff
retention and re-training, and further ensures the continued
operation of the firm's Tillicoultry factory, Daiglen of Scotland,
The Scotsman states.


SIGNATURE AVIATION: Moody's Completes Review, Retains Ba3 CFR
-------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Signature Aviation plc and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on February 11, 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

Signature Aviation plc's (Signature or the company) ratings are on
review for downgrade while Moody's assesses the impact of the
recommended acquisition of Signature by an entity to be indirectly
owned by joint offerors (i) Blackstone Infrastructure and
Blackstone Core Equity, (ii) Global Infrastructure Partners and
(iii) Cascade, and its impact on the company's financial policy and
strategy.

Signature's Ba3 corporate family rating reflects the company's
strong business profile as the fixed base operator with the largest
network globally and a leading position in the US market. The
rating is further underpinned by Signature's highly flexible cost
structure and its resilient performance despite its exposure to the
highly cyclical business and general aviation sector.

Moody's rating is constrained by Signature's high level of
Moody's-adjusted leverage and the continuously difficult operating
environment in the aviation sector as the coronavirus pandemic
continues to weigh on the number of flight movements.

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


SIGNATURE LIVING: Enters Into Agreement with Creditors, Founder
---------------------------------------------------------------
Sarah Townsend at Place North West reports that a legal agreement
has been struck between 95% of the developer's 300 unsecured
creditors and its founder Lawrence Kenwright to draw up a plan that
could see assets such as Liverpool hotels The Shankly and 30 James
Street bought out of administration.

According to Place North West, the rescue strategy would also
relate to several of Signature Living Group's uncompleted
development sites across Liverpool and Greater Manchester,
including a 123-apartment project at 60 Old Hall Street in
Liverpool and the conversion of the grade two-listed Victoria Mill
in Miles Platting into 85 flats.

Administrators at Duff & Phelps were appointed on April 15, 2020,
to Signature Living Hotel, which holds various freehold and
leasehold interests of the wider Signature Living Group run by
Kenwright, Place North West relates.  Duff & Phelps later reported
that the entity collapsed owing GBP113 million to investors, Place
North West notes.

In addition, five of the special purpose vehicles set up to own,
manage or develop specific Signature assets fell into
administration last year, Place North West states.  By August, Mr.
Kenwright had issued a statement saying he had reached a deal with
investors to rescue their interests and the assets from
administration, and he pledged to haul the business "from the
ashes", Place North West recounts.  The deal was not completed
until now, Place North West according to Place North West.

The group of investors is being led by Thomas Scullion, an account
from Northern Ireland who first invested in Signature Living in
2018 and approached Mr. Kenwright last January to express concerns
about his investments, Place North West relays, citing a statement
from Mr. Kenwright this week.

In response to conversations with Mr. Scullion last year, Kenwright
set up an umbrella company, UK Accommodation Group (UKAG), to
restructure and oversee Signature Living Group's operations,
including managing all of the hotels, Place North West discloses.
Mr. Scullion is a chairman of UKAG and leads its board of five
directors with Lawrence as chief executive.

UKAG has now signed a legal agreement with 95% of the 340-odd
unsecured creditors to work together to rejuvenate Signature's
disparate ailing businesses, with Scullion having played a crucial
role in galvanizing support among the majority of investors, Place
North West says, citing Kenwright's statement.

The parties claim the collaboration between UKAG and creditors will
seek to ensure investor returns, by mounting a financial case to
rescue the business for submission to Duff & Phelps, Place North
West discloses.  It is understood the hoped-for deal with
administrators could involve a buy-back of assets by UKAG, and/or a
company voluntary arrangement (CVA) to enable the businesses to
resume operations, Place North West notes.


SOPHOS HOLDINGS: Moody's Lowers Rating on First Lien Loans to B3
----------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 the
instrument rating on the senior secured first lien term loan and
the senior secured revolving credit facility issued by Sophos
Holdings, LLC, a subsidiary of Sophos Intermediate II Limited
(Sophos or the company), the holding company of global
cybersecurity vendor Sophos. Concurrently, the rating agency has
affirmed the B3 Corporate Family Rating and the B3-PD Probability
of Default Rating of Sophos. The outlook is stable.

On February 16, 2021, Sophos announced that it will issue a $380
million add-on term loan fungible into the existing $1,555 million
equivalent senior secured first lien term loan B. Proceeds from the
issuance together with available cash on balance sheet will be used
to fully repay its existing $420 million senior secured second lien
term loan. Repayment of second lien debt will lead to annual
interest savings of approximately $20 million.

"The envisaged increased first lien senior secured term loan and
the RCF will no longer benefit from the subordinated debt cushion
that the second lien provided and, as a consequence, their
instrument ratings have been aligned with the CFR. The transaction
will also lead to a slight reduction in leverage and lower interest
payments." says Luigi Bucci, Moody's lead analyst for Sophos.

"Ratings and outlook continue to be supported by the solid
operational prospects of the company boosted by top-line growth and
ongoing cost savings initiatives. However, Sophos' leverage remains
high and the ultimate impact of the coronavirus' pandemic on its
customer base remains at present uncertain." adds Mr Bucci.

RATINGS RATIONALE

The B3 CFR of Sophos primarily reflects (1) the company's strong
position in the cybersecurity sector and its large exposure to the
small and medium-sized enterprise (SME) segment; (2) its wide range
of converged product offering in the endpoint and networks security
market; (3) its strong renewal and retention rates; (4) Moody's
expectations of revenue and EBITDA growth, supported by
next-generation products and managed service provider (MSP)
offering, respectively, together with ongoing cost-saving
initiatives; and (5) its good liquidity, supported by positive free
cash flow (FCF) generation and access to an ample RCF.

Counterbalancing these strengths are the company's (1) aggressive
financial policy and high Moody's-adjusted leverage (on a
cash-EBITDA basis) of around 7.7x, which will likely decline toward
6.5x-7.0x in the fiscal year ending 31 March 2022 (fiscal 2022);
(2) reliance on channel partners for the execution of its sales
strategy; (3) exposure to the fast-growing, although very
competitive, cybersecurity market; (4) need to invest in and
refocus on marketing campaigns to enhance brand awareness across
end customers; and (5) uncertainties around the ultimate impact of
the coronavirus pandemic on the company's customer base, although
limited so far.

Moody's anticipates Sophos' revenue growth, before purchase price
allocation adjustments, will be sustained at 5%-10% through fiscal
2022 supported by its next-generation products and MSP, as well as
the overall positive dynamics of the sector. While revenue growth
over Q2 and Q3 of fiscal 2021 was strong and above these levels,
supported by the continued growth of subscriptions and the solid
recovery of the hardware segment, the rating agency continues to
see potential downside risk coming from the impact of the
coronavirus pandemic on Sophos' customer base. The rating agency
forecasts cash EBITDA to continue growing towards $300-$310 million
in fiscal 2022 on the back of unrealised cost savings post LBO and
top-line growth. Moody's also expects Sophos to step-up its
investments in marketing and go-to-market leveraging on the recent
operating performance improvements.

Moody's expects the company's FCF to be partially limited by
restructuring costs in fiscal 2021 before moving to a more
normalised level in fiscal 2022, crystallising the EBITDA growth of
the business. FCF before accounting for sponsor fees will be higher
than prior estimates in fiscal 2022 as a result of this transaction
driven by lower interest costs of around $20 million.
Moody's-adjusted FCF/debt is likely to be only around 1%-2% in
fiscal 2021 and improve towards 4%-5% over fiscal 2022.

The rating agency estimates Moody's-adjusted leverage on a cash
EBITDA basis at around 7.6x pro-forma for the transaction
(accounting basis: 9.9x). Sophos' leverage is expected to reduce
towards 6.5x-7x by fiscal 2022 (accounting basis: 7.5x-8x) largely
driven by EBITDA growth.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In terms of governance, after the closing of the LBO in March 2020,
Sophos became a private company fully owned by the private equity
firm Thoma Bravo. Financial policy is likely to remain aggressive,
as illustrated by the very high starting leverage, which will
decrease only moderately across the rating horizon. Over the past
years, the company's growth strategy has been largely organic and
supplemented by a number of bolt-on acquisitions. Moody's currently
does not expect any change under the private equity ownership.

LIQUIDITY

Moody's views Sophos' liquidity as good, based on the company's
cash flow generation, available cash resources and a $125 million
committed RCF, as well as an extended maturity profile. The rating
agency expects the company to generate positive FCF through fiscal
2022, supporting the liquidity of the business.

The company's RCF has a springing first lien leverage covenant (set
at a 35% buffer to consolidated EBITDA), which will be tested only
when the facility is drawn by more than 35%. Although covenant
headroom will initially decrease from current levels as a result of
the expected transaction Moody's expects it to remain adequate and
to improve over time.

STRUCTURAL CONSIDERATIONS

The B3-PD probability of default rating reflects Moody's assumption
of a 50% family recovery rate given the covenant-lite structure of
the term loan. The B3 instrument ratings assigned to the senior
secured first term loan and the RCF are in line with the corporate
family rating, reflecting the pari passu capital structure of the
company. Moody's sees the security package as reasonably weak
because security primarily consists of material assets of the
company's US operations, as well as guarantees from material
subsidiaries (accounting for at least 80% of consolidated EBITDA).

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook reflects Moody's view that Sophos' EBITDA
will continue to improve over the next 12-18 months, driven by
ongoing cost savings and organic revenue growth. As a result, the
rating agency expects Moody's-adjusted debt/EBITDA to decline
gradually from high levels and FCF generation to improve after
fiscal 2021 lows. The stable outlook incorporates the rating
agency's assumption that there will be no transformational
acquisition and no deterioration in the company's liquidity
profile.

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

A rating upgrade would depend on a consistent and sustainable
improvement in the company's underlying operating performance.
Positive pressure on Sophos' ratings could arise if: (1)
Moody's-adjusted FCF/debt reaches around 5% on a sustained basis;
and (2) Moody's-adjusted debt/EBITDA (on a cash-EBITDA basis)
declines to around 6.5x

Moody's would consider a rating downgrade if Sophos' operating
performance were to weaken significantly or the company failed to
execute potential cost synergies. The ratings would come under
negative pressure if: (1) FCF turns negative; or (2) cash-based
Moody's-adjusted leverage were greater than 8x for a sustained
period; or (3) liquidity weakens.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Sophos Intermediate II Limited

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Downgrades:

Issuer: Sophos Holdings, LLC

Gtd. Senior Secured Bank Credit Facility, Downgraded to B3 (LGD4)
from B2 (LGD3)

Outlook Actions:

Issuer: Sophos Holdings, LLC

Outlook, Remains Stable

Issuer: Sophos Intermediate II Limited

Outlook, Remains Stable

COMPANY PROFILE

Headquartered in Abingdon-on-Thames (United Kingdom), Sophos is a
global provider of endpoint and network security solutions.
Primarily focusing on the SME market, Sophos sells all of its
products through its channel of more than 50,000 partners
worldwide. In the 12 months that ended December 2020, Sophos
generated $709 million in reported revenue. The company is owned by
private equity firm Thoma Bravo after the completion of the LBO in
March 2020

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


SURF INTERMEDIATE I: Fitch Affirms B LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded Surf Intermediate I Limited's (Sophos)
Long-Term Issuer Default Rating (IDR) to 'B' from 'B-' and
first-lien secured facilities' rating to 'B'/'RR4'/40% from
'B-'/'RR4'/49%. The Outlook on the IDR is Stable.

The upgrade reflects Sophos's stronger than expected operational
and financial performance in FY21 (ending March 2021) and Fitch's
expectation that funds from operations (FFO) gross leverage will
drop below 7.5x at end-FY21 from 10x in FY20 and then continue to
decline. The company demonstrated efficient cost optimisation after
the LBO in March 2020, which resulted in strong growth of EBITDA in
9MFY21 while most one-off costs related to the optimisation
programme were incurred in 1HFY21. The strong performance was
supported by increased demand for cybersecurity services due to
mass adoption of work-from-home (WFH) models by businesses due to
the Covid-19 pandemic.

The planned repayment of the second-lien secured loan with the
incremental first-lien secured loan and cash on the balance sheet
should modestly reduce total debt and have a positive impact on
cash flows due to a significant decrease in interest expense.

KEY RATING DRIVERS

Rapid Deleveraging: The expected leverage decline to 7.4x in FY21
from 10x in FY20 is driven by Sophos's EBITDA growth, which was due
to strong execution of its cost savings programme and positive
industry trends supporting the demand for cybersecurity services.
The company's 9MFY21 billings and revenue increased by over 10% yoy
and Fitch expects even stronger numbers for the full year, notably
exceeding Fitch's 5.7% forecast at the time of the LBO
transaction.

Fitch expects the company's Fitch-defined EBITDA margin to reach
25% in FY22 compared with the 24% previously expected by FY23.
Sophos's margins are now more consistent with the industry
average.

Stronger Cash Flow Metrics: The planned refinancing of the USD420
million second-lien secured loan with USD380 million of the
first-lien loan upsizing and cash will save the company around
USD18 million in interest payments annually, due to a difference
between the rates of the instruments. This should improve Sophos's
cash flow-based metrics such as cash from operations - capex/total
debt, which Fitch expects to be in high-single digits in FY22-FY23,
more consistent with 'B+' or 'BB-' rating for tech companies. The
refinancing should also modestly reduce FFO leverage by around
0.15x in FY21 due to partial repayment of debt with cash.

Cost Efficiencies Drive EBITDA: Sophos has achieved a majority of
identified cost savings planned for two years in 9M20. With the
completion of the cost optimisation programme, the EBITDA margin is
approaching the industry average and Fitch expects it to remain
stable at around 25%. Organic revenue and EBITDA growth will be
primary drivers of deleveraging in FY22-FY24.

Fitch's definition of EBITDA differs from that of Sophos as Fitch
does not include deferred revenue adjustments, which contributed
around 30% to the company's defined EBITDA in FY19-FY20. However,
the positive cash flow impact from deferred revenues is included in
Fitch's calculation of FFO and is reflected in FFO leverage.

Positive Industry Trends: Fitch expects that the Covid-19 pandemic
and accompanying shift to WFH for a large number of businesses will
boost the growth of the global cyber security market and Sophos is
well positioned to benefit from this trend with its focus on
small-to-medium-sized businesses (SMB).

Market studies suggest growing recognition of the importance of
cyber security. While the addressable overall IT security market
has been growing, the share of legacy security software
contribution developed by legacy vendors has been declining, with
small niche solution providers taking a larger combined share. The
continuing digitalisation of various industries, expansion of IT
applications and the protection of data and IT networks against
threats support the growth of the cyber security market.

Strong Market Positions: Sophos has leading positions in its key
market segments of endpoint security and network security, as
evidenced by high scores of market research firms and customer
ratings for its products. It is perceived as a leader in most of
the rankings, which positively affects customers' decisions when
choosing a cyber security vendor. This results in strong customer
growth and high revenue retention rates exceeding 100% in the last
four years for Sophos and demonstrates its ability to retain
subscribers and upsell additional products.

Fragmented Industry: The cyber security industry remains fragmented
with a large number of vendors focusing on different products,
which often results in several different vendors being used by a
single company. The market is going through a consolidation phase
with a large number of deals happening every year. New technologies
are continually being developed and deployed to address an
ever-evolving threat landscape, resulting in frequent new
entrants.

DERIVATION SUMMARY

Sophos's ratings are supported by its strong position in the cyber
security market for the SMB and mid-market segments. Fitch expects
this to be maintained as an increasing share of the company's
revenue comes from next-generation products and managed services.
Sophos benefits from a large and diversified end-customer base,
high end-customer retention rates and a substantial share of
subscription-based revenues.

Sophos's operating profile compares well with that of other
Fitch-rated cyber security companies, in particular Barracuda
Networks, Inc. (B-/Stable) and Imperva Inc. (B-/Stable). Compared
with its peers, Sophos has lower leverage. Strong cash flow
generation allows it to comfortably operate with elevated leverage,
with healthy deleveraging capacity from EBITDA growth. Larger cyber
security companies such as NortonLifeLock Inc (BB+/Stable) and
Citrix Systems, Inc. (BBB/Stable) benefit from larger scale and
have notably lower leverage.

KEY ASSUMPTIONS

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

-- Revenue growth in high-single digits over the next four years;

-- Fitch-defined EBITDA margin at 23% in FY21, improving to 25%
    in FY22 and remaining stable afterwards;

-- Deferred revenue included above FFO at around USD65 million
    USD80 million per year up to FY24;

-- Capex at around USD20 million per year in FY21-FY24;

-- Annual working capital outflow between USD12 million and USD14
    million in FY22-FY24;

-- Around USD45 million of one-off costs related to likely cost
    efficiency in FY21;

-- No M&A;

-- USD55 million of one-off tax payment in FY23.

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that Sophos would be reorganized
    as a going-concern (GC) in bankruptcy rather than liquidated.

-- Fitch estimates that the post-restructuring EBITDA would be
    around USD140 million. Fitch would expect a default to come
    from a secular decline or a drop in revenue and EBITDA
    following reputational damage or intense competitive pressure.
    The USD140 million GC EBITDA is 29% lower than the expected
    Fitch-defined FY21 EBITDA of EUR198 million (which factors in
    continued market growth and some likely cost reductions).

-- An EV multiple of 6.5x EBITDA is applied to the GC EBITDA to
    calculate a post-reorganisation EV. The multiple is higher
    than the median TMT EV multiple, but is in line with other
    similar software companies that exhibit strong free cash flow
    (FCF) characteristics. The post-restructuring EBITDA accounts
    for Sophos's scale, its customer and geographical
    diversification as well as the company's exposure to secular
    growth in cyber security market. The historical bankruptcy
    case study exit-multiples for peer companies ranged from 2.6 x
    to 10.8x, with a median of 5.1x. However, software companies
    demonstrated higher multiples (4.6x-10.8x). In the LBO
    transaction to acquire Sophos, Thoma Bravo valued the company
    at approximately 15x pro-forma adjusted cash EBITDA or 23x
    reported FY19 EBITDA. Fitch believes that the high acquisition
    multiple also supports Fitch's recovery multiple assumption.

-- 10% of administrative claims have been taken off the EV to
    account for bankruptcy and associated costs and the revolving
    credit facility (RCF) is assumed to be fully drawn, as per
    Fitch's criteria.

-- The recovery estimate for the first-lien secured facilities
    changed from 49% to 40% due to the upsizing of the term loan
    by USD380 million and a negative impact of euro appreciation
    against the US dollar on the EUR300 million tranche of the
    term loan.

RATING SENSITIVITIES

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

-- Fitch's expectation of FFO gross leverage below 6.0x on a
    sustained basis;

-- (Cash from operations-capex)/total debt with equity credit
    trending to 10%;

-- FFO interest coverage sustainably above 3.0x.

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

-- A weakening market position, as evidenced by slowing revenue
    growth or increasing customer churn;

-- Fitch's expectation of FFO gross leverage above 7.5x on a
    sustained basis;

-- (Cash from operations-capex)/total debt with equity credit
    trending toward 5%;

-- FFO interest sustainably below 2x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: The company has a strong cash balance as of end
3QFY21 and a USD125 million undrawn RCF. Fitch expects liquidity to
remain robust supported by positive FCF generation and a prudent
approach to the amount of cash on the balance sheet. The next large
debt maturity is in 2027.

ESG CONSIDERATIONS

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


TECHNIPFMC PLC: S&P Lowers ICR to 'BB+' on Spin-Off, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.K.-based
oilfield equipment and services provider TechnipFMC PLC to 'BB+'
from 'BBB+' and removed the rating from CreditWatch, where S&P
placed it with negative implications on Jan. 8, 2021.

S&P said, "At the same time, we are lowering our issue-level rating
on TechnipFMC's unsecured debt to 'BB' from 'BBB+' and our
short-term and commercial paper ratings to 'B' from 'A-2'. We are
assigning our '5(10%)' recovery rating to the unsecured debt. We
are also assigning our 'BB+' issue-level rating and '3'(65%)
recovery rating to TechnipFMC's new $1.0 billion unsecured
guaranteed notes due 2026.

"The negative outlook reflects our view that TechnipFMC's cash flow
leverage will be weak for the rating in 2021. It also reflects that
we could downgrade the company if its funds from operations (FFO)
to debt approaches 20% for a sustained period."

TechnipFMC completed the spin-off of its E&C business, Technip
Energies (TEN), to its shareholders.  After announcing the plan in
August 2019, TechnipFMC put the spin-off of TEN on hold in March
2020 because of the sharp downturn in the oil market caused by the
OPEC-Russia price war and the COVID-19 pandemic. The company
resumed its plan on Jan. 7, 2021, and completed the separation on
Feb. 15, 2021. Specifically, TechnipFMC spun off 50.1% of TEN to
its shareholders and will sell an additional stake to Bpifrance for
$200 million cash (to close later this quarter). The company
expects to monetize its remaining stake over the next 18 months
(after a 60-day lock-up period).

S&P said, "TechnipFMC's remaining business will be primarily
focused on the volatile offshore oil and gas sector, which we
expect to remain weak through at least late 2022.  Following the
spin-off, TechnipFMC has two primary business lines: subsea
equipment and services (about 85% of pro forma estimated 2020
revenue) and surface technologies (about 15% of pro forma 2020
revenue). The two business lines had a combined backlog of $7.6
billion as of Sept. 30, 2020, which provides the company with
greater revenue visibility than many of its peers. Despite this
strong backlog, TechnipFMC's order intake declined by nearly 50% in
2020 and we expect its orders to be about flat over the next two
years. In our view, most offshore projects are uneconomic at
long-term oil prices below $50 per barrel, thus few offshore
development projects are likely to move forward until oil prices
substantially recover.

"We expect the company's leverage to more than double relative to
historical levels.  Based on TechnipFMC's expectation of $2.1
billion-$2.2 billion of net debt at closing, and our assumptions
for 2021 EBITDA and additional sale proceeds, we project its pro
forma FFO to debt will be in the low- to mid-20% area with debt to
EBITDA of 3.0x-3.5x as of year-end 2021. Our leverage ratios
include the standard S&P Global Ratings-adjustments.

"Our negative outlook on TechnipFMC reflects our view that its cash
flow leverage will be weak for the rating in 2021 with FFO to debt
in the 20%-25% range. The outlook also reflects the risk that
offshore oil and gas activity will decline by more than we
currently anticipate, leading to fewer development projects for the
company.

"We could lower our rating on TechnipFMC if its FFO to debt
approaches 20% for a sustained period, which would most likely
occur if offshore oil and gas activity declines by more than we
currently anticipate or the company is unable to monetize its
remaining TEN shares under favorable terms. We could also take a
negative rating action if the company, contrary to our
expectations, reinstated a large dividend or share repurchase
program before improving its credit measures.

"We could revise our outlook on TechnipFMC to stable if its FFO to
debt approaches 30% for a sustained period, which would most likely
occur if the offshore market recovers more quickly than we
anticipate, leading to revenue growth and improved operating
margins while it maintains a conservative financial policy."


TWIN BRIDGES 2021-1: Moody's Gives (P)Caa1 Rating on Class X1 Notes
-------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by Twin Bridges 2021-1 PLC:

GBP []M Class A Mortgage Backed Floating Rate Notes due March
2055, Assigned (P)Aaa (sf)

GBP []M Class B Mortgage Backed Floating Rate Notes due March
2055, Assigned (P)Aa1 (sf)

GBP []M Class C Mortgage Backed Floating Rate Notes due March
2055, Assigned (P)Aa3 (sf)

GBP []M Class D Mortgage Backed Floating Rate Notes due March
2055, Assigned (P)Baa1 (sf)

GBP []M Class X1 Mortgage Backed Floating Rate Notes due March
2055, Assigned (P)Caa1 (sf)

Moody's has not assigned any ratings to the GBP []M Class X2
Mortgage Backed Notes due March 2055, GBP []M Class X3 Mortgage
Backed Notes due March 2055, GBP []M Class Z1 Mortgage Backed Notes
due March 2055 and the GBP []M Class Z2 Mortgage Backed Notes due
March 2055.

The Notes are backed by a pool of UK buy-to-let ("BTL") mortgage
loans originated by Paratus AMC Limited ("Paratus" as originator
and seller, not rated). The securitised portfolio consists of
[1,368] mortgage loans with a current balance of GBP [299.8]
million as of January 2021.

RATINGS RATIONALE

The ratings of the Notes are based on an analysis of the
characteristics and credit quality of the underlying buy-to-let
mortgage pool, sector wide and originator specific performance
data, protection provided by credit enhancement, the roles of
external counterparties and the structural features of the
transaction.

MILAN CE for this pool is [13.0]% and the expected loss is [2.0]%.

The expected loss is 2.0%, which is in line with other UK BTL RMBS
transactions owing to: (i) the current weighted average (WA) LTV of
around [71.3]%; (ii) the performance of comparable originators;
(iii) the expected outlook for the UK economy in the medium term;
(iv) the historic data does not cover a full economic cycle (since
2015); (v) the pre-funding period and (vi) benchmarking with
similar UK BTL transactions.

MILAN CE for this pool is 13.0%, which is in line with other UK BTL
RMBS transactions, owing to: (i) the WA LTV for the pool of
[71.3]%, which is in line with comparable transactions; (ii) top 20
borrowers accounting for approx. [9.8]% of current balance, (iii)
the historic data does not cover a full economic cycle; (iv) the
pre-funding period and (v) benchmarking with similar UK BTL
transactions.

At closing, the transaction benefits from a Non Amortising General
Reserve Fund and a Liquidity Reserve Fund. The Non-Amortising
General Reserve Fund (Liquidity Reserve Fund plus Credit Ledger) is
equal to 2.0% of Class A to D and Z1 notes at closing. The General
Reserve Fund will provide liquidity support and ultimately credit
enhancement to the Class A to Class D notes. The Liquidity Reserve
Fund is equal to 1.5% of the outstanding balance of the Class A and
Class B Notes and will amortize together with the Class A and Class
B Notes. It will cover fees and interest on Class A and Class B
Notes (in respect of the latter, if it is the most senior Class
outstanding and otherwise subject to a PDL condition).

Operational Risk Analysis: Paratus is the servicer in the
transaction whilst U.S. Bank Global Corporate Trust Limited (Not
rated) will be acting as a cash manager. In order to mitigate the
operational risk, Intertrust Management Limited (Not rated) will
act as back-up servicer facilitator. To ensure payment continuity
over the transaction's lifetime the transaction documents
incorporate estimation language whereby the cash manager can use
the three most recent servicer reports to determine the cash
allocation in case no servicer report is available. The transaction
also benefits from approx. [4] quarters of liquidity based on
Moody's calculations. Finally, there is principal to pay interest
as an additional source of liquidity for the Class A Notes and
Class B Notes (in respect of the latter, if it is the most senior
Class outstanding and otherwise subject to a PDL condition).

Interest Rate Risk Analysis: [92.8]% of the loans in the pool are
fixed rate loans reverting to three months LIBOR or BBR. The Notes
are floating rate securities with reference to daily SONIA. To
mitigate the fixed-floating mismatch between the fixed-rate asset
and floating liabilities, there will be a scheduled notional
fixed-floating interest rate swap provided by National Australia
Bank Limited (Aa2(cr)/P-1(cr)).

Moody's issues provisional ratings in advance of the final sale of
securities, but these ratings represent only Moody's preliminary
credit opinions. Upon a conclusive review of the transaction and
associated documentation, Moody's will endeavour to assign
definitive ratings to the Notes. A definitive rating may differ
from a provisional rating. Other non-credit risks have not been
addressed, but may have a significant effect on yield to
investors.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
December 2020.

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

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
consumer assets from the current weak UK 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.

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

Significantly different loss assumptions compared with our
expectations at close, due to either a change in economic
conditions from our central scenario forecast or idiosyncratic
performance factors would lead to rating actions. For instance,
should economic conditions be worse than forecast, the higher
defaults and loss severities resulting from a greater unemployment,
worsening household affordability and a weaker housing market could
result in a downgrade of the ratings. Deleveraging of the capital
structure or conversely a deterioration in the Notes available
credit enhancement could result in an upgrade or a downgrade of the
ratings, respectively.


TWIN BRIDGES 2021-1: S&P Assigns Prelim BB Rating on X1 Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Twin
Bridges 2021-1 PLC's (TB 2021-1) class A and B notes, and class
C-Dfrd to X1-Dfrd interest deferrable notes. At the same time, TB
2021-1 will issue unrated class X2-Dfrd, X3-Dfrd, Z1-Dfrd, and
Z2-Dfrd notes.

TB 2021-1 is a static RMBS transaction that securitizes a portfolio
of buy-to-let (BTL) mortgage loans secured on properties in the
U.K.

The loans in the pool were originated between 2018 and 2021 by
Paratus AMC Ltd., a non-bank specialist lender, under the brand of
Foundation Home Loans.

The collateral comprises first-lien U.K. BTL residential mortgage
loans made to both commercial and individual borrowers.

In contrast with Twin Bridges 2020-1, this transaction includes a
prefunded amount (up to 33%) where the issuer can add loans up
until the end of May 2021.

The first interest payment date will be in September 2021.

The transaction benefits from liquidity support provided by a
nonamortizing reserve fund (broken down into a liquidity reserve
fund and a credit reserve), and principal can also be used to pay
senior fees and interest on the notes, subject to certain
conditions.

Credit enhancement for the rated notes will consist of
subordination and the credit reserve from the closing date and
overcollateralization following the step-up date. The
overcollateralization will result from the release of the excess
amount from the revenue priority of payments to the principal
priority of payments.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average (SONIA), and the loans, which
primarily pay a fixed-rate interest before reversion.

At closing (and before the end of May 2021 as part of prefunding),
the issuer will use the issuance proceeds to purchase the full
beneficial interest in the mortgage loans from the seller. The
issuer grants security over all of its assets in favor of the
security trustee.

S&P said, "Our preliminary ratings on the class A and B notes
address the timely payment of interest and ultimate payment of
principal, although the terms and conditions of the class B notes
allow for the deferral of interest until they are the most senior
class outstanding. Our preliminary ratings on the class C-Dfrd,
D-Dfrd, and X1-Dfrd notes address ultimate payment of principal and
interest while they are not the most senior class outstanding. No
further interest will accrue on the class X1-Dfrd notes after the
optional redemption date, in line with the notes' coupon. TB 2021-1
also will also issue unrated class X2-Dfrd, X3-Dfrd, Z1-Dfrd, and
Z2-Dfrd notes.

"Our cash flow analysis indicates that the available credit
enhancement for the class C-Dfrd notes is commensurate with a
higher rating than that currently assigned. The rating assigned to
the class C-Dfrd notes reflects their ability to withstand a
combination of extended recovery timings due to COVID-19, their
relative positions in the capital structure, and potential
increased exposure to tail-end risk. Similarly, our cash flow
analysis on the class D-Dfrd notes also indicated a higher rating
than that assigned, but they have insufficient hard credit
enhancement (subordination and reserve provide only 0.86% of
enhancement) on day 1 to assign a rating above 'BBB+'."

Repayment of interest and principal on the class X1-Dfrd, X2-Dfrd,
and X3-Dfrd notes relies on excess spread. Upon the optional
redemption date, excess spread will be diverted to the principal
priority of payments until the class D-Dfrd notes are fully
redeemed. Therefore, any remaining interest and principal on any of
the class X-Dfrd notes will only be paid once the class A to D-Dfrd
notes have been fully redeemed. Upon redemption of the unrated
class Z1-Dfrd and Z2-Dfrd notes, principal inflows will also be
used to pay down interest and principal on class X notes.

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

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects. Vaccine production is ramping up and rollouts are
gathering pace around the world. Widespread immunization, which
will help pave the way for a return to more normal levels of social
and economic activity, looks to be achievable by most developed
economies by the end of the third quarter. However, some emerging
markets may only be able to achieve widespread immunization by
year-end or later. S&P said, "We use these assumptions 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."

Given the dynamic/fluid circumstances associated with the
coronavirus pandemic, S&P will continually evaluate and update this
disclaimer as warranted.

  Ratings Assigned

  Class    Prelim. rating    Class size (%)
  A            AAA (sf)        85.75
  B        AA (sf)          6.75
  C-Dfrd       A (sf)           3.50
  D-Dfrd       BBB+ (sf)        3.75
  X1-Dfrd      BB (sf)          3.00
  X2-Dfrd      NR               2.00
  X3-Dfrd      NR               2.50
  Z1-Dfrd      NR               0.25
  Z2-Dfrd      NR               2.00
  Certificates NR               N/A

  NR--Not rated.
  N/A--Not applicable.


VEDANTA RESOURCES: Moody's Confirms B2 CFR, Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service has confirmed Vedanta Resources Limited's
(VRL) B2 corporate family rating, as well as the Caa1 rating on the
company's senior unsecured notes and on the senior unsecured notes
issued by Vedanta Resources Finance II Plc and guaranteed by VRL.
The outlook on all ratings has been changed to negative from
ratings under review.

The rating confirmation concludes the review for downgrade on VRL's
ratings from Moody's initiated on December 3, 2020, when VRL's
ratings were downgraded by one notch and kept under review for
further downgrade.

"The rating confirmation reflects the reduced immediate refinancing
risk following VLR's fundraising and debt repayments, in particular
at the holding company (holdco)," says Kaustubh Chaubal, a Moody's
Vice President and Senior Credit Officer. "We now expect the
holdco's cash sources will cover its debt maturities, interest and
dividend payments through December 2021 as against our previous
expectation of a funding shortfall in the quarter ending March
2021."

"The negative outlook primarily reflects holdco VRL's ongoing weak
liquidity and challenges it faces for refinancing the holdco's
upcoming significant debt maturities," adds Chaubal who is also
Moody's lead analyst on VRL.

Moody's considers the holdco's persistently weak liquidity and high
refinancing needs as signs of an aggressive risk appetite, with
implications for the company's financial strategy and risk
management, a key component of Moody's governance risk assessment
framework. The rating action also considers the impact of VRL's
governance practices on its credit profile, which Moody's regards
as credit negative.

RATINGS RATIONALE

Holdco VRL used the proceeds of a $1 billion USD bond issuance in
December 2020 to repay debt, reducing its immediate refinancing
needs. Still, the holdco has a sizeable $3.3 billion of debt
maturing from April 2021 through September 2022, along with annual
interest payments of $660 million. Moody's expects the remaining
proceeds from the December 2020 issue, coupled with dividends from
its 55.1% owned subsidiary Vedanta Limited (VDL) and VDL's
cash-rich 64.9% owned subsidiary Hindustan Zinc Limited, will be
sufficient to meet only around 65% of the holdco's cash needs for
the 18 months till September 2022. And, there is limited evidence
of recent bank support towards refinancing the holdco's upcoming
debt maturities.

Strengthened investor confidence, proactive steps to simplify VRL's
group structure, better market liquidity and benign commodity
prices have all helped tighten its USD bond yields and support
Moody's view that the holdco's funding access will improve. Even
so, bond yields can be volatile and market liquidity is a function
of several external factors. Therefore, VRL's continued reliance on
USD bond markets for funding as opposed to bank loans is a rising
risk, especially because of the relatively expensive pricing on its
recent USD bond issuances; although bond yields have since
tightened.

VRL's complex organizational structure -- with a less than 100%
stake in key operating subsidiaries -- has been a key credit
weakness. However, VRL has continued to improve its shareholding
structure, including through the creeping acquisition of a 4.98%
stake in key operating subsidiary VDL, and through the subsequent
offer for an additional 10% stake. Upon completion, VRL's stake in
VDL will increase to 65%.

While both transactions are debt-funded, which will keep debt
elevated through to 31 March 2021, the simplified shareholding
structure will improve holdco VRL's access to operating company
cash flow while reducing leakage and strengthening the group's
consolidated financial metrics to levels more in line with economic
reality.

Moody's forecasts for VRL are based on the mid-points of Moody's
price sensitivities for metals ($0.65-$0.80/lb for aluminum,
$0.80-$1.1/lb for zinc, and $17-$21/oz for silver) and at $55 per
barrel of oil for calendar year 2021 and $60 per barrel for 2022.
However prevalent base metal prices are 10%-15% higher and those
for silver are 30% higher than the upper end of Moody's price
sensitivities, illustrating a significant upside to its
consolidated adjusted EBITDA estimate for VRL of $4.2 billion-$4.5
billion for fiscal 2022. These estimates should translate into
VRL's debt/EBITDA leverage tracking comfortably below 4.5x over the
next 12-18 months.

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

Upward ratings pressure is limited given the negative ratings
outlook. However, the outlook could be stabilized if VRL
successfully increases its shareholding in VDL to at least 65%, and
as a result of its improved access to operating company cash flow,
reduces holdco VLR's debt.

Timely and proactive completion of refinancing at the holdco is a
key prerequisite for outlook stabilization and commensurate with
financial policies expected for VRL's B2 CFR. Ample evidence of
continued bank support at the holdco will also be a precursor for
Moody's to consider an outlook stabilization.

Over the longer term, Moody's could upgrade the ratings if
commodity prices improve and VRL's EBITDA and free cash flow
generation expand, in turn leading to meaningfully lower debt and
leverage. Financial indicators of an upgrade include debt/EBITDA
leverage below 4.5x, EBIT/interest coverage above 1.5x, and cash
flow from operations less dividends/debt above 10%, all on a
sustained basis.

Moody's could downgrade the ratings if falling commodity prices
weaken VRL's EBITDA and free cash flow generation, in turn delaying
a reduction in debt and leverage. Specifically, Moody's could
downgrade the ratings if leverage stays above 5.0x, EBIT/interest
coverage stays below 1.25x, or cash flow from operations less
dividends/debt remains below 10%.

The ratings could also be downgraded if: (1) VRL fails to refinance
its debt in a timely and proactive manner; (2) there is any
additional exposure to Volcan in the form of additional dividends
or upstreaming, other than toward servicing the balance of the
privatization loan that Moody's includes in VRL's leverage
calculations; (3) VRL undertakes any large debt-funded acquisition
that materially shift its financial profile; or (4) there is an
adverse ruling in any of its pending lawsuits that results in
substantial cash outflows.

Moody's could increase the difference between the CFR and the bond
ratings by more than two notches if VRL continues to raise senior
debt at intermediate holding companies with guarantees or other
securities to the exclusion of the holders of Moody's rated bonds.

The principal methodology used in these ratings was Mining
published in September 2018.

Vedanta Resources Limited, headquartered in London, is a
diversified resources company with interests mainly in India. Its
main operations are held by Vedanta Ltd, a 55.1%-owned subsidiary.
Through Vedanta Resources' various operating subsidiaries, the
group produces oil and gas, zinc, lead, silver, aluminum, iron ore
and power.

Delisted from the London Stock Exchange in October 2018, Vedanta
Resources is now wholly owned by Volcan Investments Ltd. Founder
chairman of Vedanta Resources, Anil Agarwal, and his family, are
the key shareholders of Volcan.

For the 12 months ended September 30, 2020, Vedanta Resources
generated revenue of USD11.8 billion and adjusted EBITDA of USD3.4
billion.




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

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html
Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today. Albert Waldo
Snoke was director of the Grace-New Haven Hospital in New Haven,
Connecticut from 1946 until 1969. In New Haven, Dr.
Snoke also taught hospital administration at Yale University and
oversaw the development of the Yale-New Haven Hospital, serving as
its executive director from 1965-1968. From 1969-1973, Dr. Snoke
worked in Illinois as coordinator of health services in the Office
of the Governor and later as acting executive director of the
Illinois Comprehensive State Health Planning Agency. Dr. Snoke died
in April 1988.



                           *********


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
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Information contained herein is obtained from sources believed to
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                * * * End of Transmission * * *