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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 26, 2021, Vol. 22, No. 36

                           Headlines



F R A N C E

ALTICE FRANCE: S&P Affirms 'B' ICR, Outlook Still Negative
ALTICE INTERNATIONAL: S&P Affirms 'B' ICR, Outlook Negative


I R E L A N D

AVOCA CAPITAL X: Fitch to Give B-(EXP) Rating on Class F-R-R Debt
AVOCA CAPITAL X: Moody's Gives (P)B3 Rating to Class F-R-R Notes
RRE 1 LOAN: Moody's Gives (P)Ba3 Rating on EUR24MM Class D-R Notes


I T A L Y

GRUPPO BANCARIO: Fitch Alters Outlook on 'BB-' IDR to Stable
INTER MEDIA: Fitch Puts 'BB-' Notes Rating on Watch Negative
INTESA SANPAOLO: Fitch Gives BB+ Rating on Sr. Non-Preferred Notes


L U X E M B O U R G

ARD FINANCE: Moody's Affirms B3 CFR Amid Gores Holding Deal
ARDAGH GROUP: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
ARVOS LUXCO: S&P Lowers ICR to 'CCC', Outlook Negative
SK INVICTUS II: Moody's Hikes CFR to B2 on Improved Credit Metrics


N E T H E R L A N D S

CENTRIENT HOLDING: Moody's Lowers Secured Loans to B2, Outlook Neg.
HEMA BV: S&P Withdraws 'CCC+' LongTerm Issuer Credit Rating


S P A I N

SANTANDER CONSUMO 4: Moody's Rates EUR42.9MM Class E Notes B3
SANTANDER HIPOTECARIO 3: S&P Raises Cl. B Notes Rating to 'B-(sf)'
TAURUS 2021-2: Moody's Gives (P)Ba3 Rating on Class E Notes


S W E D E N

QUIMPER AB: Fitch Affirms 'B' LT IDR & Alters Outlook to Stable


T U R K E Y

DOGUS HOLDING: S&P Raises National Scale Rating to 'trB-'
TAKASBANK: Fitch Affirms 'BB-' LT IDRs & Alters Outlook to Stable
TURK P&I: Fitch Affirms 'BB-' Insurer Financial Strength Rating
VOLKSWAGEN DOGUS: Fitch Affirms BB- IDR, Alters Outlook to Stable


U K R A I N E

VF UKRAINE: S&P Affirms 'B' ICR on Solid Operating Performance


U N I T E D   K I N G D O M

BARDSLEY CONSTRUCTION: Administration Period Extended to 2022
GEMGARTO 2021-1: Fitch Assigns Final CCC Rating on Class E Debt
HOTHORPE HALL: Sale Due to Be Completed Next Month, 44 Jobs Saved
MARCUS WORTHINGTON: Deansgate to Complete North Western Hall
PREMIER FX: UK Financial Regulator Censures Business

PUNCH TAVERNS: Moody's Affirms B1 Rating on 2 Note Tranches
VICTORIA PLC: Moody's Gives B1 Rating on New EUR350M Secured Notes
WARD RECYCLING: Halts Trading, Council Takes Over Collections


X X X X X X X X

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

                           - - - - -


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F R A N C E
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ALTICE FRANCE: S&P Affirms 'B' ICR, Outlook Still Negative
----------------------------------------------------------
S&P Global ratings affirmed the 'B' issuer credit and its 'B' and
'CCC+' issue-level ratings on Altice France and Altice France
Holding senior secured and senior unsecured debt, respectively, on
the removal of group support from Altice Europe.

S&P said, "At the same time, we are replacing our negative
comparable rating adjustment with a weak governance score. Although
considerations including weaker cash flow and execution of
financial policy targets relative to peers have not disappeared,
the change reflects our concern over governance and limited checks
and balances to protect the interests of the creditors.

"The negative outlook indicates that we could downgrade Altice
France if operating issues or competition caused reported free
operating cash flow (FOCF) after leases to deteriorate. We could
also lower the rating if liquidity weakens or the disposal of
assets erodes Altice's competitive position.

"Recent events have crystalized longer-term concerns regarding
Altice's governance and its prioritization of shareholder
interests.  In our view, the decision to designate SFR towers an
"unrestricted" subsidiary, and upstream asset sale proceeds to
repay the take-private debt, rather than reduce Altice France debt,
demonstrates an ability and willingness to prioritize shareholder
interests over those of creditors. We believe this confirms the
governance concerns we raised in September 2020. In our view, the
current governance and legal protections did not provide an
effective framework to prevent such actions, especially as the
decision was made shortly after the company became private. As a
result, we now classify management and governance as weak, but no
longer add a negative comparable rating adjustment (CRA). Although
cash flow and the execution of financial policy targets remain
weaker than peers, which partially underpinned the negative CRA,
the change signifies that recent events have prompted us to
increase our focus on governance as a long-term credit risk.

The outlook remains negative, despite signs of turnaround, as
concerns regarding the sustainability of cash flow generation
remain.   There have been some early signs of operational
improvements. Reported FOCF after leases improved in the first nine
months of 2020, owing to lower restructuring, FTTH construction
work, and stabilizing telecom operations, although it remains
negative. Altice Europe, Altice France, and Altice International
reported negative FOCF after leases of EUR344 million (compared
with -EUR1.2 billion in the same period of 2019), EUR170 million
(-EUR300 million), and EUR12 million (-EUR63 million),
respectively.

That said, S&P remains cautious, because:

-- For several years, free cash flow after leases has been
materially negative owing to persistent factors including heavy
debt service, restructuring programs, aggressive pricing strategy,
and capital outlay.

-- Altice has also demonstrated a lack of transparency regarding
the cash flow contribution coming from telecom services and the
off-balance-sheet, debt-funded FTTH construction work. A
significant part of the Altice France improvement is due to
construction work it does for SFR FTTH in medium- and low-density
areas in France, rather than from its telecom services. SFR FTTH is
an off-balance-sheet venture that contracts Altice France to deploy
and connect homes to fiber, financed via its EUR2.5 billion capital
expenditure (capex) facility. Including the recent acquisition of
Covage, 5.3 million homes still require connection, so we expect
that FTTH construction will continue to contribute to Altice
France's EBITDA and cash flow generation through 2022-2023.

-- Altice remains exposed to intense competition risks, in
particular with respect to the retail segment, as mobile and
broadband business to consumer (B2C) represent 63% of Altice France
revenue (39% for Mobile B2C). In our view, those risks are higher
now that Bouygues Telecom has disclosed that it aims to become the
No. 2 mobile player in France, ahead of SFR.

Altice has successfully trimmed its debt service and reduced
interest expenses, but its reported gross and net debt have not
materially reduced since 2017.  Even though Altice repaid EUR4
billion of its gross debt over this period, gross and net debt were
still at about EUR30 billion and EUR29 billion in September 2020,
compared with gross and net debt of EUR32.5 billion and EUR30.9
billion as of December 2017. This is despite about EUR10 billion
received in cash proceeds from asset and network disposals
(including Hivory disposal proceeds and EUR375 million from PT
Fiber to be received in the second half of 2021), which were used
for these redemptions as well as to service the group's debt, pay
for restructuring programs, on capital outlay, offsetting negative
reported FOCF after leases, and to repay the take-private debt. S&P
now believes that Altice has less value remaining at nonstrategic
assets, giving it less leeway to cut debt service or improve the
group's financial flexibility. In addition, the rating is strained
by the very complex accounting for Altice France and Altice
International following the partial (49.99%) disposal of networks
(SFR FTTH, which is deconsolidated; Portugal Fiber networks, which
is consolidated); and subsequent cash flow leakages and off-balance
sheet considerations.

S&P said, "The sale and lease-back of SFR towers won't materially
affect Altice France credit measures in our forecast until the
built-to-suit ends, whereas the reintegration of pay-TV will weigh
on cash flows.  The SFR tower transaction will lower reported
EBITDA-after-leases by EUR175 million but is partially offset by
the built-to-suit agreement. Additionally, we have already partly
deconsolidated the SFR towers in our financials, which limits the
impact of the remaining deconsolidation on cash flows and leverage
until the built-to-suit ends. The removal of taxes, capex, and
minorities leakage will also partly offset the incremental loss of
EBITDA until the built-to-suit deal ends. We expect that the master
service agreement (MSA) adjustment we apply to lease liabilities
will add about 0.2x to our existing, partially adjusted leverage.

As part of the take-private transaction, the pay-TV business was
structurally moved under SFR as an unrestricted subsidiary. S&P
expects that payments for content rights (including the UEFA
Champions League) will reduce Altice France's cash flow generation
by about EUR289 million in 2020, EUR280 million in 2021, and EUR100
million in 2023.

S&P said, "We affirmed Altice France and Altice International
credit and issue ratings following the liquidation of Altice
Europe.  Altice Europe was liquidated on Jan. 27, 2020 and we
discontinued our 'B' rating on it. Our ratings on Altice Europe's
subsidiaries will no longer benefit from group support, but were
affirmed. All the debt sitting in intermediary holdings between
Altice Europe and the operating companies (Altice France and Altice
International) were pushed down to Altice France--the latest
push-down occurred in September 2020.

"The negative outlook reflects a possible downgrade of Altice
France if reported FOCF after leases deteriorates as a result of
operating issues or increased competition. We could also lower the
rating if liquidity weakens or its competitive position sees
material erosion as a result of competition or asset disposals.

"We could lower the rating if reported FOCF after leases
deteriorates due to operational issues and competition, resulting
in EBITDA declines, adjusted leverage not reducing, or weakening
liquidity. We could also lower the rating on material erosion of
the competitive position as a result of asset disposals or actions
by peers.

"We could revise the outlook to stable if Altice France's reported
FOCF after leases materially improves and it can sustain it as
positive without adjusted leverage deteriorating."


ALTICE INTERNATIONAL: S&P Affirms 'B' ICR, Outlook Negative
-----------------------------------------------------------
S&P Global Ratings affirmed the 'B' issuer credit and its 'B' and
'CCC+' issue-level ratings on Altice International and Altice
Financing S.A. senior secured and Altice Finco S.A. senior
unsecured debt, respectively.

S&P said, "The negative outlook indicates that we could downgrade
Altice International if operating issues or competition caused
reported free operating cash flow (FOCF) after leases to
deteriorate. We could also lower the rating if liquidity weakens or
the disposal of assets erodes Altice's competitive position."

Next Alt together with Next Private have taken Altice Europe
private for a total consideration of EUR3.1 billion (fully financed
with debt) and have liquidated the entity, effectively leaving Next
as the sole owner of Altice France and Altice International, with
no consolidated reporting requirement.
After the take-private transaction closed, Altice agreed to sell
its remaining 50.01% stake in the French towers (Hivory) to Cellnex
for EUR2.65 billion and used the related proceeds to repay the
take-private debt. In S&P's view, this addresses the debt overhang
concern we raised when the take-private was announced last
September, but demonstrates an ability and willingness to
prioritize shareholder interests.

S&P said, "We expect improving operating results, but await
confirmation of their sustainability given multiple years of
negative free cash flow after leases; high accounting complexity
given the partial disposal of Portugal Telecom's fiber network; and
future competition risks in Altice International markets, including
in Portugal, where we consider the entrance of a fourth player
could materially intensify competition for the incumbent.

"We are lowering our governance assessment to weak, leading us to
revise our stand-alone credit profile (SACP) to 'b' from 'b+', in
line with Altice France. Although considerations including weaker
cash flow and execution of financial policy targets relative to
peers have not disappeared, the change reflects our concern over
governance and limited checks and balances to protect the interests
of the creditors.

"Recent events have crystalized longer-term concerns regarding
Altice's governance and its prioritization of shareholder
interests.  In our view, the decision to designate SFR towers an
"unrestricted" subsidiary, and upstream asset sale proceeds to
repay the take-private debt, rather than reduce Altice France debt,
demonstrates an ability and willingness to prioritize shareholder
interests over those of creditors. We believe this confirms the
governance concerns we raised in September 2020. In our view, the
current governance and legal protections did not provide an
effective framework to prevent such actions, especially as the
decision was made shortly after the company became private. As a
result, we now classify management and governance as weak, and have
lowered our stand-alone credit profile on Altice International to
'b' from 'b+', in line with Altice France. Although cash flow and
the execution of financial policy targets remain weaker than peers,
the change signifies that recent events have prompted us to
increase our focus on governance as a long-term credit risk."

Altice International's stand-alone credit profile has weakened
because it has maintained high leverage and heavy capital spending
despite muted reported FOCF generation (after leases).  Due to
moderate performance in 2019 and a EUR293 million restructuring
program in Portugal, combined with our expectations of modest
performance in 2020 due to the COVID-19 outbreak, Altice
International's reported FOCF after leases is likely to break even
in 2020--it was negative by over EUR100 million in 2019. This adds
incremental pressure to the accounting complexity of Altice
International following the partial 49.99% disposal of Portugal
Telecom's full FTTH network and related cash flow leakages. S&P
thus expects S&P Global Ratings-adjusted leverage to remain above
6.0x in the coming years (including 5G spectrum commitments
estimated at less than EUR100 million for Portugal), from 7.8x in
2019 and 6.9x in 2018.

The outlook remains negative, despite signs of turnaround, as
concerns regarding the sustainability of cash flow generation
remain.   There have been some early signs of operational
improvements although reported FOCF after leases for the first nine
months of 2020 remains negative. Altice Europe, Altice France, and
Altice International reported negative FOCF after leases of EUR344
million (compared with -EUR1.2 billion in the same period of 2019),
EUR170 million (-EUR300 million), and EUR12 million (-EUR63
million), respectively.

That said, S&P remains cautious, because:

-- Altice International has a track record of negative reported
FOCF after leases, owing to persistent factors such as heavy debt
service, restructuring programs, an aggressive pricing strategy,
and capital outlay.

-- Although revenue in Portugal and Israel held up relatively well
in the first nine months of 2020, it suffered a severe decline in
the Dominican Republic due to lower prepaid business to consumer
(B2C) revenue; overall decline in purchasing power; and unfavorable
foreign exchange effects, as a result of the pandemic. This weighs
on our 2020 forecasts, which show a 3%-4% overall decline in
revenue.

-- Altice remains exposed to intense competition risks, in
particular with respect to the retail segment, as mobile and
broadband B2C represent 60% of Altice International revenue (30%
for Portugal B2C services). Those risks are higher now, with the
entrance of a fourth player in Portugal, which could materially
intensify competition for the incumbent.

Altice has successfully trimmed its debt service and reduced
interest expenses, but its reported gross and net debt have not
materially reduced since 2017.  Even though Altice repaid EUR4
billion of its gross debt over this period, gross and net debt were
still at about EUR30 billion and EUR29 billion in September 2020,
compared with gross and net debt of EUR32.5 billion and EUR30.9
billion as of December 2017. This is despite about EUR10 billion
received in cash proceeds from asset and network disposals
(including Hivory disposal proceeds and EUR375 million from PT
Fiber to be received in the second half of 2021), which were used
for these redemptions as well as to service the group's debt, pay
for restructuring programs, on capital outlay, offsetting negative
reported FOCF after leases, and to repay the take-private debt. S&P
now believes that Altice has less value remaining at nonstrategic
assets, giving it less leeway to cut debt service or improve the
group's financial flexibility. In addition, the rating is strained
by the very complex accounting for Altice France and Altice
International following the partial (49.99%) disposal of networks
(SFR FTTH, which is deconsolidated; Portugal Fiber networks, which
is consolidated); and subsequent cash flow leakages and off-balance
sheet considerations.

S&P affirmed Altice France and Altice International credit and
issue ratings following the liquidation of Altice Europe.  Altice
Europe was liquidated on Jan. 27, 2020 and we discontinued our 'B'
rating on it. Its ratings on Altice Europe's subsidiaries will no
longer benefit from group support, but were affirmed. All the debt
sitting in intermediary holdings between Altice Europe and the
operating companies (Altice France and Altice International) were
pushed down to Altice France--the latest push-down occurred in
September 2020.

The negative outlook reflects a possible downgrade of Altice
International if reported FOCF after leases deteriorates as a
result of operating issues or increased competition. S&P could also
lower the rating if liquidity weakens or its competitive position
sees material erosion as a result of competition or asset
disposals.

S&P said, "We could lower the rating if reported FOCF after leases
deteriorates due to operational issues and competition, resulting
in EBITDA declines, adjusted leverage not reducing, or weakening
liquidity. We could also lower the rating on material erosion of
the competitive position as a result of asset disposals or actions
by peers.

"We could revise the outlook to stable if Altice International's
reported FOCF after leases materially improves and it can sustain
it as positive without adjusted leverage deteriorating."




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I R E L A N D
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AVOCA CAPITAL X: Fitch to Give B-(EXP) Rating on Class F-R-R Debt
-----------------------------------------------------------------
Fitch Ratings has assigned Avoca Capital CLO X DAC's reset expected
ratings.

DEBT                 RATING  
----                 ------  
Avoca Capital CLO X DAC

A-R-R      LT  AAA(EXP)sf   Expected Rating
B-1-R-R    LT  AA(EXP)sf    Expected Rating
B-2-R-R    LT  AA(EXP)sf    Expected Rating
C-R-R      LT  A(EXP)sf     Expected Rating
D-R-R      LT  BBB-(EXP)sf  Expected Rating
E-R-R      LT  BB-(EXP)sf   Expected Rating
F-R-R      LT  B-(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Avoca Capital CLO X DAC is a securitisation of mainly senior
secured obligations (at least 92.5%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds will be used to redeem the old notes (excluding
subordinated notes) and to upsize the existing portfolio with a new
target par of EUR400 million. The portfolio will be actively
managed by KKR Credit Advisors (Ireland) Unlimited Company (KKR).
The collateralised loan obligation (CLO) has a 4.75-year
reinvestment period and a 9.0-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral)

Fitch places the average credit quality of obligors in the 'B'
category. The Fitch weighted average rating factor (WARF) of the
identified portfolio is 34.3, below the maximum WARF covenant for
assigning expected ratings of 35.

High Recovery Expectations (Positive)

At least 92.5% of the portfolio will comprise senior secured
obligations. Fitch views the recovery prospects for these assets as
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch weighted average recovery rate (WARR) of the
identified portfolio is 64.3%, above the minimum WARR covenant for
assigning expected ratings of 62.5%.

Diversified Asset Portfolio (Positive)

The transaction will have several Fitch test matrices corresponding
to two top 10 obligors' concentration limits. The manager can
interpolate within and between two matrices. The transaction also
includes various concentration limits, including the maximum
exposure to the three largest (Fitch-defined) industries in the
portfolio at 40%. These covenants ensure the asset portfolio will
not be exposed to excessive concentration.

Portfolio Management (Positive)

The transaction has a 4.75-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Deviation from Model-Implied Rating (Negative)

Except for the class E notes, the expected ratings on all classes
of notes are one notch higher than the model-implied rating (MIR).
The ratings are supported by the good performance of the existing
CLO, as well as the significant default cushion on the identified
portfolio at the assigned ratings due to the notable cushion
between the transaction's covenants and the portfolio's parameters,
including a higher diversity (183 obligors) for the identified
portfolio. All the notes pass the assigned ratings based on the
identified portfolio and the coronavirus baseline sensitivity
analysis that is used for surveillance.

The class F notes' deviation from the MIR reflects Fitch's view
that the tranche displays a significant margin of safety given the
credit enhancement level at closing. The notes do not currently
present a "real possibility of default", which is the definition of
'CCC' in Fitch's Rating Definitions.

RATING SENSITIVITIES

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% of the mean RDR and an increase in the recovery rate (RRR)
    by 25% at all rating levels would result in an upgrade of up
    to four notches depending on the notes, except for the class
    A-R-R notes, which are already at the highest 'AAAsf' rating.
    At closing, Fitch uses a standardised stress portfolio
    (Fitch's stressed portfolio) that was customised to the
    portfolio limits as specified in the transaction documents.

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

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

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

-- An increase of the RDR at all rating levels by 25% of the mean
    RDR and a decrease of the RRR by 25% at all rating levels will
    result in downgrades of no more than five notches depending on
    the notes.

Coronavirus Baseline Stress Scenario:

Fitch has recently updated its CLO coronavirus stress scenario to
assume half of the corporate exposure on Negative Outlook is
downgraded by one notch instead of 100%. The Stable Outlooks on all
the notes reflect the default rate cushion in the sensitivity
analysis ran in light of the coronavirus pandemic.

Coronavirus Potential Severe Downside Stress Scenario

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The potential severe downside
stress incorporates the following stresses: applying a notch
downgrade to all the corporate exposure on Negative Outlook. This
scenario shows resilience at the current ratings for all notes.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring. The majority of the underlying assets or risk
presenting entities have ratings or credit opinions from Fitch
and/or other Nationally Recognized Statistical Rating Organizations
and/or European Securities and Markets Authority registered rating
agencies. Fitch has relied on the practices of the relevant groups
within Fitch and/or other rating agencies to assess the asset
portfolio information or information on the risk presenting
entities. Form ABS Due Diligence-15E was not provided to, or
reviewed by, Fitch in relation to this rating action Overall, and
together with any assumptions referred to above, Fitch's assessment
of the information relied upon for the agency's rating analysis
according to its applicable rating methodologies indicates that it
is adequately reliable.


AVOCA CAPITAL X: Moody's Gives (P)B3 Rating to Class F-R-R Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Avoca Capital CLO X Designated Activity Company (the "Issuer"):

EUR249,000,000 Class A-R-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR24,000,000 Class B-1-R-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR15,000,000 Class B-2-R-R Senior Secured Fixed Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR26,750,000 Class C-R-R Deferrable Mezzanine Floating Rate Notes
due 2034, Assigned (P)A2 (sf)

EUR27,500,000 Class D-R-R Deferrable Mezzanine Floating Rate Notes
due 2034, Assigned (P)Baa3 (sf)

EUR20,250,000 Class E-R-R Deferrable Junior Floating Rate Notes
due 2034, Assigned (P)Ba3 (sf)

EUR12,000,000 Class F-R-R Deferrable Junior Floating Rate Notes
due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-R Notes,
Class B-R Notes, Class C-R Notes, Class D-R Notes, Class E-R Notes
and Class F-R Notes due 2030 (the "2016 Refinanced Notes"),
previously issued on December 20, 2016 (the "2016 Refinancing Date
"), which by itself was issued in connection with the refinancing
of the following classes of notes: Class A Notes, Class B Notes,
Class C Notes, Class D Notes and Class E Notes due 2026 (the
"Original Notes"), previously issued on November 26, 2013 (the
"Original Closing Date"). On the refinancing date, the Issuer will
use the proceeds from the issuance of the refinancing notes to
redeem in full the 2016 Refinanced Notes.

On the Original Closing Date, the Issuer also issued EUR 43.5
million of subordinated notes, which will remain outstanding.

As part of this reset, the Issuer will increase the target par
amount by EUR 100 million to EUR 400 million, will extend the
reinvestment period to four and half years and the weighted average
life to nine years. It will also amend certain concentration
limits, definitions and minor features. In addition, the Issuer
will amend the base matrix and modifiers that Moody's will take
into account for the assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 92.5% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 7.5% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be approximately 85%
ramped as of the closing date.

KKR Credit Advisors (Ireland) Unlimited Company ("KKR") will manage
the CLO. It will direct the selection, acquisition and disposition
of collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
four and half year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations and credit improved obligations.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

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

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

Methodology Underlying the Rating Action:

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

Moody's used the following base-case modeling assumptions:

Target Par Amount: EUR 400,000,000

Diversity Score: 48

Weighted Average Rating Factor (WARF): 3000

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 44.00%

Weighted Average Life (WAL): 9 years

RRE 1 LOAN: Moody's Gives (P)Ba3 Rating on EUR24MM Class D-R Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
RRE 1 Loan Management Designated Activity Company (the "Issuer"):

EUR360,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2035, Assigned (P)Aaa (sf)

EUR57,000,000 Class A-2-R Senior Secured Floating Rate Notes due
2035, Assigned (P)Aa2 (sf)

EUR24,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)Ba3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1 Notes,
Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes, and
Class E Notes due 2032 (the "Original Notes"), previously issued on
April 15, 2019 (the "Original Closing Date"). On the refinancing
date, the Issuer will use the proceeds from the issuance of the
refinancing notes to redeem in full the Original Notes.

On the Original Closing Date, the Issuer also issued EUR 47,950,000
of subordinated notes, which will remain outstanding.

In addition to EUR 360,000,000 Class A-1-R Senior Secured Floating
Rate Notes due 2035, EUR 57,000,000 Class A-2-R Senior Secured
Floating Rate Notes due 2035 and EUR 24,000,000 Class D-R Senior
Secured Deferrable Floating Rate Notes due 2035 rated by Moody's,
the Issuer will issue EUR 60,000,000 Class B-R Senior Secured
Deferrable Floating Rate Notes due 2035, EUR 39,000,000 Class C-R
Senior Secured Deferrable Floating Rate Notes due 2035 and EUR
14,590,000 of additional subordinated notes on the refinancing date
which are not rated. The terms and conditions of the subordinated
notes will be amended in accordance with the refinancing notes'
conditions.

As part of this reset, the Issuer will increase the target par
amount by EUR 150,000,000 to EUR 600,000,000, will extend the
reinvestment period by one and half years to four years and the
weighted average life by two and half years to nine years. It will
also amend certain concentration limits, definitions and minor
features. In addition, the Issuer will amend the base matrix and
modifiers that Moody's will take into account for the assignment of
the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be fully ramped as
of the closing date. The transaction does not include an effective
date mechanism. The mitigant to this is that the underlying
portfolio is expected to be fully ramped at closing. In order to
issue definitive ratings on the notes, Moody's will receive fully
ramped portfolio together with calculations of CQT, PPT, Coverage
Test and Interest Diversion Test to be analysed and considered when
assigning definitive ratings.

Redding Ridge Asset Management (UK) LLP ("Redding Ridge") will
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's four-year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations and credit improved obligations.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

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

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

Methodology Underlying the Rating Action:

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

Moody's used the following base-case modeling assumptions:

Target Par Amount: EUR 600,000,000

Diversity Score(1): 44

Weighted Average Rating Factor (WARF): 3095

Weighted Average Spread (WAS): 3.20%

Weighted Average Coupon (WAC): 3.25%

Weighted Average Recovery Rate (WARR): 45.00%

Weighted Average Life (WAL): 9 years




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

GRUPPO BANCARIO: Fitch Alters Outlook on 'BB-' IDR to Stable
------------------------------------------------------------
Fitch Ratings has revised Gruppo Bancario Cooperativo Iccrea's
(GBCI) Outlook to Stable from Negative while affirming the bank's
Long-Term Issuer Default Rating (IDR) at 'BB-' and Viability Rating
(VR) at 'bb-'. Fitch has also revised the Outlook on central bank
Iccrea Banca S.p.A. (IB) and its subsidiary Iccrea BancaImpresa
(IBI) to Stable from Negative and affirmed their IDRs at 'BB-'.

GBCI is not a legal entity, but a cooperative banking group. Its
132 credit cooperatives and IB, which acts as the group central
bank and sole issuing entity on institutional markets, are bound by
a mutual support mechanism, under which members have a
cross-support mechanism for capital and liquidity. Fitch assigns
group ratings in accordance with Annex 4 of Fitch's Bank Rating
Criteria and the same IDRs for GBCI, IB and its subsidiary IBI.

The revision of the Outlook to Stable mainly reflects GBCI's sound
progress in asset de-risking and Fitch's expectation that GBCI's
capitalisation will remain commensurate with the ratings and the
group's ability to absorb growing credit-quality risks and
profitability pressures from the pandemic.

The affirmation of the ratings primarily reflects Fitch's
expectation that the bank's above-average level of impaired loans
will remain under control as asset de-risking should continue to
mitigate inflows of new impaired loans. The affirmation also
acknowledges the bank's levers under its 2020-2023 strategic plan
to support low but broadly stable operating profitability.

KEY RATING DRIVERS

IDRS, VR AND SENIOR PREFERRED DEBT

GBCI's ratings reflect the group's sound national franchise in
Italy as the fourth-largest banking group as well as weaker asset
quality than domestic peers', despite significant improvements in
recent years, and low profitability weighed down by a still hefty
cost base. The ratings also factor in GBCI's adequate
capitalisation and a sound funding and liquidity profile, resulting
from a stable and granular customer deposits base, which are rating
strengths.

During 2020, GBCI completed the sale of EUR1.6 billion of problem
loans, which improved its impaired loans ratio to around 9% at
end-2020, according to Fitch's estimates, from 11.9% a year
earlier. Despite this improvement, the bank's ratio remains above
the domestic average of around 7%. Fitch expects GBCI's asset
quality to deteriorate in 2021 due to the economic shock of the
pandemic but the ultimate impact will also depend on planned
impaired loan disposals during the year. In Fitch's assessment of
asset quality, Fitc also considers improved risk discipline as the
group increases cohesiveness and the benefits of state-guarantees
covering a portion of the new business originated in 2020.

GBCI's operating profitability proved resilient in 2020 despite the
economic crisis and extraordinary loan impairment charges (LICs);
Fitch estimates 2020 total LICs above EUR800 million, equivalent to
over 90bp LICs/average gross loans. However, the group's operating
profitability is mediocre compared with domestic peer's as a result
of a less diversified business model and weak cost efficiency.
Despite Fitch's expectation of subdued business volumes and still
high LICs in 2021, the execution of planned initiatives at GBCI,
which include, among others, further de-risking, the
rationalisation of the branch network and the review of product
offering, should support profitability over the medium term and
help mitigate pressures.

Capitalisation (regulatory CET1 ratio estimated above 16% at
end-2020) is of higher importance than other factors in GBCI's
ratings and has adequate buffers over regulatory requirements.
Fewer impaired loans led to a gradual reduction of GBCI's capital
encumbrance by unreserved impaired loans, which Fitch expects to
have improved further from the 39% of CET1 at end-2019. This figure
is high by international standards but compares well with its
mid-sized domestic peers'.

Capital remains sensitive to asset-quality risks from the pandemic
and management ability to execute on its continuing de-risking
plans. Fitch's assessment on the bank's capitalisation also
considers concentration risks from a high exposure to sovereign
risk since Italian government bonds represent high multiples of
CET1 capital, which Fitch expects to gradually reduce over the
medium term as the bank plans to diversify its investments.

Fitch views GBCI's funding as generally stable due to a large base
of granular retail deposits, despite it being less diversified
towards wholesale channels than larger domestic banks'. Fitch
expects the diversification of funding sources to increase over the
medium term as the bank builds its minimum requirement for own
funds and eligible liabilities (MREL) buffer to comply with
regulatory requirements. Liquidity is adequate, with comfortable
availability of unencumbered eligible assets and sound regulatory
ratios.

IB's senior preferred debt is rated in line with the bank's
Long-Term IDR to reflect that a default of these obligations would
be treated by Fitch as a default of IB.

SUPPORT RATING AND SUPPORT RATING FLOOR

GBCI's Support Rating (SR) of '5' and Support Rating Floor (SRF) of
'No Floor' reflect Fitch's view that although external support is
possible it cannot be relied upon. Senior creditors can no longer
expect to receive full extraordinary support from the sovereign in
the event that the bank becomes non-viable. The EU's Bank Recovery
and Resolution Directive and the Single Resolution Mechanism for
eurozone banks provide a framework for the resolution of banks that
requires senior creditors to participate in losses, if necessary,
instead of, or ahead of, a bank receiving sovereign support.

IB's SR and SRF of '5'/'NF' reflect that potential external support
to GBCI (from sources other than the sovereign, for example from
the Deposit Guarantee Scheme) is likely to be channelled through IB
as the group's central bank.

SENIOR NON-PREFERRED (SNP) DEBT

IB's SNP debt under the EMTN programme is rated one notch below the
bank's Long-Term IDR 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 AT1, Tier
2 and SNP debt being unlikely to exceed 10% of risk-weighted assets
(RWAs).

DEPOSIT RATINGS

The Long-Term Deposit Ratings of IB and IBI, which are one notch
above their Long-Term IDRs, reflect the protection they will accrue
from more junior bank resolution debt and equity buffers. This is
because Fitch expects the bank will comply with MREL.

The 'B' Short-Term Deposit Ratings of IB and IBI are mapped to
their 'BB' Long-Term Deposit Ratings.

SUBORDINATED DEBT

IB's subordinated debt is notched down twice from the group's VR
for loss severity because of lower recovery expectations relative
to senior unsecured debt. These securities are subordinated to all
senior unsecured creditors.

RATING SENSITIVITIES

IDRS, VR AND SENIOR PREFERRED DEBT

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

-- GBCI's ratings are sensitive to an extended period of damage
    to the bank's asset quality, resulting in a four-year average
    impaired loan ratio permanently above 10%, and to capital (as
    measured by capital encumbrance from unreserved impaired
    loans), which would be difficult to restore in the short term.

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

-- The most likely trigger for an upgrade would come from an
    improvement in economic prospects in Italy, ultimately leading
    to an easing of asset-quality pressures and a marked
    improvement in the group's impaired loan ratio. Combined with
    a more diversified business model and a successful
    implementation of its strategic plan, this should support a
    sustained profitability improvement. These improvements would
    have to be accompanied by maintenance of current adequate
    capital ratios to result in an upgrade of the ratings.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support the bank. In Fitch's view, this is highly unlikely,
although not impossible.

SENIOR NON-PREFERRED DEBT

The ratings of the SNP are sensitive to IB's and GBCI's Long-Term
IDRs. The ratings could be upgraded if the group is expected to
meet its resolution buffer requirements exclusively with SNP debt
and junior instruments or if, at some point in the future, SNP and
more junior resolution buffers sustainably exceed 10% of RWAs,
which Fitch considers unlikely.

DEPOSIT RATINGS

The deposit ratings are primarily sensitive to changes in the
bank's and GBCI's IDRs, from which they are notched. The long-term
deposit rating is also sensitive to a reduction in the size of the
senior and junior debt buffers, although Fitch views this unlikely
in light of the banks' current and future MREL requirements.

SUBORDINATED DEBT

The rating of T2 debt is primarily sensitive to changes in the
bank's and GBCI's VR, from which it is notched. The rating is also
sensitive to a change in the notes' notching, which could arise if
Fitch changes its assessment of their non-performance relative to
the risk captured in the VR.

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.


INTER MEDIA: Fitch Puts 'BB-' Notes Rating on Watch Negative
------------------------------------------------------------
Fitch Ratings has placed Inter Media and Communication S.p.A.'s
(MediaCo) notes, which have a 'BB-' rating, on Rating Watch
Negative (RWN).

RATING RATIONALE

The RWN action is in response to significant liquidity issues that
Fitch expects over the coming months at FC Internazionale Milano
S.p.A (TeamCo) and the resulting deterioration in Inter Milan's
consolidated financial position.

TeamCo has had about a 20% reduction in revenue in financial year
ending June 2020 (FY20) year-on-year due to all games being played
behind closed doors with no fans in attendance. The club's player
wages are also about 20% above Fitch's initial expectations for
FY21 due to a significantly weaker player transfer market across
Europe. This has led to limited cash inflows from the sale of
players and ensured player wages are considerably above
expectation. In addition, difficulties in collecting revenue from
Asian sponsorship partners have continued.

Overall, under Fitch rating scenarios, this will lead to
significant liquidity requirements in the coming months for TeamCo.
However, the club has historically received strong support from its
shareholders.

The RWN will be resolved when Fitch has greater visibility on the
solution to the liquidity shortfall and on the evolution of the
Group's capital structure.

MediaCo, the notes issuer, is fairly insulated from liquidity
pressure at TeamCo due to it being a bankruptcy remote SPV and
having preferential recourse to certain media and commercial
revenues. Despite this, MediaCo's long-term viability, and
therefore ability to refinance the notes, is intrinsically linked
to the performance of TeamCo to ensure media and commercial
revenues continue at current levels. This relationship is reflected
in the consolidated approach Fitch uses to reach the long-term
credit rating.

KEY RATING DRIVERS

Prestigious League with Access to UCL - League Strength/Business
Model: 'Midrange'

Serie A is the fourth most valuable football league by annual
revenue and the distribution mechanics of league broadcast rights
allow a largely stable base revenue stream for clubs, regardless of
league position. Broadcast rights for Serie A are in the process of
being renewed for the 2021-2022 to 2024-2025 seasons and are
expected to result in stable revenue. The league also benefits from
the top four finishing positions giving access to the lucrative
UEFA Champions League (UCL) competition, in which Inter Milan has
competed the past three seasons. The UCL carries significant
broadcast revenue for participating teams and increases exposure to
international audiences.

Competitiveness of the league is supported by UEFA Financial Fair
Play (FFP) regulations which, among other conditions, monitor the
club's financial sustainability. While the ability of UEFA to
strictly enforce FFP rules is unclear, the sustainability of
European football has improved, in part due to the regulations.

Iconic European Football Team - Franchise Strength: 'Stronger'

Inter Milan has a 113-year history and historically has the highest
attendance in the Italian football league. It also has a history of
strong performance, having won 18 leagues and three UEFA cups. In
2010 Inter Milan won the 'treble' - the Serie A, the Champions
league and the Coppa Italia. The club is also the only Italian club
that has never been relegated.

While Milan has two main clubs (AC Milan and Inter Milan), the
large metropolitan area, being the business capital of Italy, is
largely economically supportive of both clubs. It is also the most
populous metropolitan area (over 7.5 million people) and the
wealthiest region in Italy.

The club has improved revenue diversity over the past three years
due to increased commercial revenues, although collection of these
has been significantly delayed in practice. Cost management has
also improved in recent years, although has proved challenging
throughout the coronavirus pandemic due to a high fixed-wage bill.

Historic but Dated Stadium - Infrastructure Development/Renewal:
'Midrange'

Inter Milan plays at San Siro, a renowned and historic stadium in
Milan of around 80,000 seats. The stadium belongs to the city. The
stadium, one of the largest in Europe, and the largest in Italy, is
also home to AC Milan (another major Italian football club). Inter
Milan has a concession until 2030 with rental payments that are
shared 50% with AC Milan, and amounting to around EUR5 million a
year for Inter Milan alone. Inter Milan typically offsets the
rental payment with capex work agreed with the city at around EUR3
million a year.

The stadium is old, although is considered a UEFA category-four
stadium, the highest possible, despite lacking modern facilities
and the large number of executive suites as seen in modern European
stadia.

Significant Refinance Risk - Debt Structure: 'Weaker'

Debt is senior at MediaCo, mainly bullet and carries refinancing
risk given the upcoming maturity in December 2022. On a
consolidated basis the group also has access to a EUR50 million
revolving credit facility (RCF), which is fully drawn down.

Despite Fitch's analysis being based on a consolidated approach to
MediaCo and TeamCo, the structural features at MediaCo create
protection for investors to limit their exposure to operating risk
at TeamCo. The cashflow waterfall at MediaCo gives investors a
senior claim on pledged revenues, with only a small portion of
MediaCo's operating costs falling above investors' in the
waterfall. This ensures payments are made to investors and reserve
accounts are funded before any distributions are made to TeamCo.

While this is a beneficial feature Fitch considers the refinancing
risk to be broadly linked to the performance of the consolidated
group, a feature that was particularly highlighted by the
suspension of Serie A as a result of the pandemic. Therefore,
limited benefit is given to structural protections on a
consolidated basis but a rating uplift is applied through the
application of Fitch's Parent Subsidiary Linkage Criteria (PSL).

Financial Summary

The financial analysis is based on Fitch's consolidated approach
where the consolidated Fitch-adjusted net debt/EBITDA is the key
metric due to MediaCo's largely balloon debt structure and clear
interconnection with the team's performance on the pitch.

The group is currently under liquidity pressure and its trading
performances, due to the pandemic-related restrictions, are
expected to remain weak with a knock-on impact on the projected
leverage profile. However, there is still limited visibility on
group future operating and financial strategy, including possible
shareholders support and evolution of shareholder base. Fitch will
update its Fitch Rating Case assumptions when there is greater
visibility on Group financial and commercial strategy.

Parent Subsidiary Linkage

Fitch has assessed the structural protection afforded by the
MediaCo ring-fencing provisions as constituting 'Weak' legal ties
between the parent company Inter Milan and MediaCo. Inter Milan
controls MediaCo, which contributes roughly 40% of TeamCo's
revenue. MediaCo has its own cash flow waterfall that governs the
senior claim over the pledged revenues for the bond investors
before distributions can be made to TeamCo. Fitch has assessed the
operational ties between both companies as 'Moderate'. As per the
combination of 'Weak' legal ties and 'Moderate' operational ties,
Fitch's criteria allow us to notch up from the consolidated group
profile by a single notch to arrive at the rating of 'BB-'.

PEER GROUP

Fitch rates a number of sports franchises globally, which generally
benefit from creditor-protective features to offset the intrinsic
risks present. Relative to global peers, Inter Milan's rating is
held back by the 'Weaker' debt structure assessment, combined with
relatively high leverage, leading to the 'BB-' rating level.

RATING SENSITIVITIES

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

-- The Rating Watch Negative will be resolved and a Stable
    Outlook will be assigned again if the group restores a solid
    liquidity position and the leverage profile is on a clear
    downward path.

-- The rating could be upgraded if Fitch-adjusted net debt/EBITDA
    falls significantly below 5x as a result of sustained period
    of high revenue and evidence of prudent cost management.

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

-- Failure to resolve the upcoming liquidity shortfall in a
    timely manner could lead to a one-notch or a multiple-notch
    downgrade.

-- Deterioration in Fitch-adjusted net debt/EBITDA to
    significantly above 6.5x as a result of reduced revenue
    stability or increased costs or material increase of player
    trading expenses.

-- Deterioration in the ring-fencing provisions between TeamCo
    and MediaCo.

-- Failure to refinance the notes maturing in December 2022 well
    in advance.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. 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.

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.

CREDIT UPDATE

Performance Update

For FY20, the effects of pandemic led to a sharp decline in
revenue. Overall FY20 financial performance was slightly ahead of
Fitch's initial expectations and showing positive consolidated
EBITDA. The drop in revenue was largely driven by the fall in
international commercial revenues as three relevant contracts
expired June 2019. The performance was also affected by the
temporary suspension of games imposed by the pandemic.

On-pitch performance in the current season of Serie A is still
positive. Inter Milan finished fourth in FY18 and FY19, and
finished second in FY20, hence qualifying for the lucrative UEFA
Champions League for three years in a row. Inter Milan finished
FY20 as runner up in the UEFA Europa League, losing the final to
Sevilla FC. For the current season (FY21) Inter Milan is ranking
first in Serie A with 15 games still to play. Fitch believes the
club's high wage spend could be downsized in the medium term and
could still permit Inter Milan to qualify for international
competitions.

Asset Description

Inter Milan is one of the most renowned Italian football clubs with
a long history of strong fan support despite previous seasons of
under-performance. The club is the only Italian club that has never
been relegated from the top tier. In recent years on-pitch
performance has improved, with the team qualifying for the
lucrative UEFA Champions League for three years in a row.

FINANCIAL ANALYSIS

Fitch analyses the club on a consolidated basis and focuses on
Fitch-adjusted net debt/EBITDA as the primary metric. As part of
Fitch's financial analysis Fitch has updated Fitch's assumptions to
reflect the latest financial and on-pitch performance,
participation in international competitions, expectation for fan
stadium attendance, player salaries and net player trading. This
results in poor cash flow generation leading to significantly
increased leverage in the near term and progressive deleveraging
towards 6.5x by 2024. However, there is still limited visibility on
the Group's future operating and financial strategy, including
possible shareholder support and the evolution of the shareholder
base. Fitch will update its financial cases and analysis once
greater visibility on the evolution of the capital structure is
available.


INTESA SANPAOLO: Fitch Gives BB+ Rating on Sr. Non-Preferred Notes
------------------------------------------------------------------
Fitch Ratings has assigned Intesa Sanpaolo S.p.A.'s (IntesaSP)
inaugural dual tranche senior non-preferred (SNP) issue a final
long-term rating of 'BB+'. The notes (ISIN: XS2304664167 and
XS2304664597) are issued under the bank's existing EUR70 billion
euro medium-term note (EMTN) programme.

The debt ratings are in line with the expected ratings assigned to
the notes on 17 February 2021. The introduction of this new debt
class does not affect IntesaSP's 'BBB-'/'F3' senior preferred
ratings.

KEY RATING DRIVERS

IntesaSP's SNP debt is rated one notch below the bank's 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 ratings are primarily sensitive to changes in
IntesaSP's Long-Term IDR, from which they are anchored. IntesaSP's
Long-Term IDR is equalised with the bank's 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 is
    upgraded. The ratings 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
    views as unlikely. Factors that could, individually or
    collectively, lead to negative rating action/downgrade: SNP
    debt would be downgraded if IntesaSP's Long-Term IDR is
    downgraded.

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.

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.




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L U X E M B O U R G
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ARD FINANCE: Moody's Affirms B3 CFR Amid Gores Holding Deal
-----------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and the B3-PD probability of default rating of ARD Finance
S.A. (Ardagh), the top entity with rated debt within the restricted
group of Luxembourg-based metal and glass packaging manufacturer
Ardagh Group S.A. Concurrently, Moody's has affirmed the B1 rating
on the senior secured notes and the Caa1 rating on the senior
unsecured notes issued by Ardagh Packaging Finance plc and the Caa3
rating on the senior secured PIK toggle notes issued by ARD Finance
S.A. The outlook on all ratings is stable.

The rating action follows the company's announcement on February
23, 2021 of its intention to publicly list its metal packaging
business (Ardagh Metal Packaging S.A. or "AMP") through a business
combination with Gores Holdings V, a special purpose acquisition
company sponsored by an affiliate of The Gores Group. The combined
company is expected to have an enterprise value of $8.5 billion or
10.5x AMP's projected 2022 adjusted EBITDA. Assuming no redemptions
by Gores Holdings V's public stockholders, Ardagh will receive
approximately $3.4 billion of net proceeds from the transaction for
a 80% stake in AMP, including $2.65 billion from new debt to be
issued by AMP ($2.3 billion net), $525 million in cash held in
Gores Holdings V's trust account, and $600 million in private
placement proceeds. Proceeds will be used for net debt reductions
at Ardagh. Following closing of the transaction, expected in the
second quarter of 2021, Ardagh intends to offer holders of its
Class A common shares the opportunity to exchange their Class A
common shares for a consideration which may include a portion of
Ardagh's holding in AMP, which will reduce Ardagh's ownership in
AMP to below 80%, with a corresponding increase in the AMP's public
float.

"The affirmation of Ardagh's ratings balances its elevated
financial leverage, aggressive financial policy, increased group
complexity and execution risks associated with the can capacity
expansion programme with a solid business profile and potential for
significant earnings growth driven by contracted capacity which
will result in a gradual improvements in its credit metrics" says
Donatella Maso, a Moody's Vice President -- Senior Analyst and lead
analyst for Ardagh.

RATINGS RATIONALE

The announced transaction is slightly credit negative for Ardagh
because it increases the complexity in the group's structure, it
reduces the ownership of its fastest growing division, while
confirming the aggressive financial policy of its shareholders,
which have a track record of debt-funded acquisitions, dividend
distributions and tolerance for high leverage. Moody's considers
the company's financial policy as a governance consideration under
the rating agency's ESG framework and one of the key factors for
the rating action.

These negatives are counterbalanced by a solid business profile and
potential for significant earnings growth underpinned by large
investments, principally in additional beverage can capacity over
the next 4 years, which is expected to gradually improve over time
the group's profitability, its financial gross leverage ratio and
its free cash flow generation.

Pro forma for the transaction, Ardagh's gross leverage is estimated
to be around 9.0x, as adjusted by Moody's, which is high and above
the maximum leverage allowed for the rating category. However,
Moody's expects Ardagh's gross leverage to fall below 8x in 2022
driven by growth in earnings from contracted capacity additions and
other efficiency projects which Ardagh anticipates to complete by
May 2021. The global beverage can industry benefits from mid to
high single digits growth in demand underpinned by substitution
trends from other substrates and the emergence of new beverage
categories. Furthermore, the domestic North America's beverage can
industry, the largest market with more than 100 billion cans sold
every year, is currently under supplied.

While the planned incremental production capacity is backed by long
term contracts with existing customers, some with take or pay
clauses, providing some visibility on sales volumes, the size of
the investments ($1.8 billion over four years for 55% incremental
capacity spread across multiple facilities and countries), carries
a degree of execution risk. Furthermore, at least other four
beverage can manufacturers have announced and started to add
capacity to take advantage of these positive industry trends which
could hamper Ardagh's growth expectations if future demand is lower
than anticipated.

The $1.8 billion capital expenditures for new capacity, majority of
it concentrated in 2021 and 2022, combined with other $0.3 billion
in efficiency and growth projects for Ardagh's glass division, will
result in negative free cash flow until 2023 for the group.
However, this is somewhat mitigated by the group's large cash
balances and other external sources.

More positively, Ardagh's B3 rating continues to take into
consideration the company's scale, its leading market positions in
both the glass and metal packaging industries, and some diversity
across substrates and regions. Ardagh also benefits from long term
customer relationships and pass-through clauses in most of its
contracts, which partly mitigate a fairly concentrated customer
base and exposure to input cost inflation. In addition, Ardagh's
operating performance has been resilient in 2020 due to strong
demand for beverage cans, which mitigated headwinds in its glass
division particularly in the second quarter of 2020 driven by
lockdowns, social distancing measures and travel restrictions
adopted by many countries in response to the coronavirus pandemic.

LIQUIDITY

Ardagh's liquidity remains good due to its large cash balance of
approximately $1.6 billion pro forma for the transaction and post
debt repayment, an undrawn global ABL facility of $700 million due
December 2022 and expected to be renewed, certain supplier
financing and non-recourse factoring arrangements. These sources
are deemed sufficient to cover seasonal fluctuations in working
capital, maintenance and growth capital spending while there are no
material debt maturities until 2025.

STRUCTURAL CONSIDERATIONS

The affirmation of the instrument ratings is based on Moody's
understanding that the transaction will not have a material impact
on the security and on the guarantor coverage of the remaining debt
at Ardagh, that new debt to be issued by Ardagh Metal Packaging
S.A. will be ring fenced, will not benefit from cross default with
the remaining debt at Ardagh and there will be no upstream or
downstream guarantees between AMP and its immediate parent
company.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Ardagh's
credit metrics will progressively improve by 2023, leaving the
rating more strongly positioned at the B3 level. The outlook also
incorporates Moody's assumption that the company will not lose any
material customers and will not engage in material debt-funded
acquisitions, or shareholder remuneration, for which the company
has a track record.

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

Given Ardagh's currently high leverage, meaningful steps of
deleveraging would be needed for upward pressure on the rating to
develop. More specifically, the ratings could come under positive
pressure if Ardagh successfully executes on its growth plan and
reduces Moody's-adjusted debt/EBITDA towards 7.0x and generate
Moody's-adjusted positive free cash flow, both on a sustainably
basis.

Conversely, the ratings could come under negative pressure if the
company fails to show a deleveraging pattern from the current level
with its Moody's adjusted debt to EBITDA ratio reducing towards
8.0x by 2023, if free cash flow remains negative after the
completion of the growth investment plan and its liquidity
weakens.

LIST OF AFFECTED RATINGS

Issuer: ARD Finance S.A.

Affirmations:

LT Corporate Family Rating, Affirmed at B3

Probability of Default Rating, Affirmed at B3-PD

Senior Secured Regular Bond/Debenture, Affirmed at Caa3

Outlook Action:

Outlook, Remains Stable

Issuer: Ardagh Packaging Finance Plc

Affirmations:

BACKED Senior Secured Regular Bond/Debenture, Affirmed at B1

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed at Caa1

Outlook Action:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

ARD Finance S.A. (Ardagh) is a parent company of Ardagh Group S.A.,
a New York Stock Exchange listed company and one of the largest
suppliers globally of metal and glass containers primarily to the
food and beverage end markets. The group operates 56 production
facilities (23 metal beverage can production facilities and 33
glass container manufacturing facilities) in 12 countries with
significant presence in Europe and North America, employing c.
16,400 people. In 2020, the company generated $6.7 billion of
revenue and $1.2 billion of EBITDA.


ARDAGH GROUP: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
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Fitch Ratings has affirmed Ardagh Group S.A.'s (Ardagh) Long-Term
Issuer Default Rating (IDR) at 'B+' with a Stable Outlook.

The affirmation reflects Fitch's expectations that proceeds from
the sale of a minority stake in Ardagh Metal Packaging (AMP) will
be used to finance an extensive capex programme, as well as
repayment of a part of Ardagh's debt. However, as AMP will also
raise debt at its own level to fund capex, the overall debt quantum
of Ardagh should not change significantly, leaving funds from
operations (FFO) gross leverage for 2020-2021 still above Fitch's
negative sensitivities of 7.5x.

The IDR reflects high leverage and increased customer
concentration. While Fitch sees potential for deleveraging given
Ardagh's strong cash flow generation, Fitch expects the company to
prioritise further investments in its operations. As such Fitch
expects leverage to remain well above its main peers'.

The rating is supported by Ardagh's leading positions in the metal
and glass packaging segment in Europe, North America and Brazil.
These markets are mature and competitive but offer stable demand
with very low cyclicality. Ardagh's operations generate stable
earnings and growing free cash flow (FCF).

KEY RATING DRIVERS

Leverage Remains High: Fitch views Ardagh's high leverage as a
major rating constraint. Fitch does not expect FFO gross leverage
to decline to within Fitch's sensitivities until 2022-2023. Fitch
expects deleveraging to be driven by increasing EBITDA margins and
subsequent FFO generation resulting from the capex programme,
mostly in metal packaging, rather than by debt repayment.

Failure to sell the AMP stake and incurring additional debt to
finance the capex programme would reduce deleveraging capacity and
financial flexibility. This would in turn keep leverage above
Fitch's rating sensitivity even longer, which may result in a
negative rating action.

Strong Business Profile: Fitch believes Ardagh's business profile
is commensurate with an investment-grade rating due to its exposure
to the stable beverage sector, which contributes around 85% of
revenue. The company further benefits from strong geographical
diversification, with a presence in the stable markets of EMEA and
North America and a growing Brazil market. Customer diversification
is another credit-positive factor, as none of the customers
contribute more than 10% of revenue, which is comparable to
investment-grade peers'.

Largely Resilient to Pandemic: Ardagh operates in the metal and
glass packaging segments with stable end-markets, and has been
largely resilient to pandemic effects, as revenue increased around
1% in 2020. However, Fitch expects the Fitch-adjusted EBITDA margin
to have declined to 15.8% in 2020 from 16.4% in 2019, due to higher
selling, general and administrative costs as a result of the
pandemic.

Capex Drives Growth: Ardagh plans to make expansion investments,
with forecast capex of around USD1.8 billion on top of maintenance
capex over 2021-2024. Its new projects are generally contracted
with customers before the investment is made, which minimises
risks. While the planned capex is likely to grow revenue and EBITDA
to around USD8.2 billion and USD1.5 billion, respectively, by 2023,
FCF generation will be under pressure over the short- to-medium
term from capital outlays.

Cost Pass-through Adds Stability: Fitch views the ability of Ardagh
to pass on almost all of its cost increases to customers as another
factor that adds stability and predictability to cash flows.
Despite the large volatility in the input costs of aluminium and
energy for Ardagh, EBITDA margins have historically remained stable
at around 17%.

DERIVATION SUMMARY

Fitch views Ardagh's business profile as investment-grade and
similar to peers', such as Ball Corporation, Owens-Illinois and
Smurfit Kappa Group (SKG; BBB-/Stable). Ardagh is comparable to the
peers in size, geographical and customer diversification as well as
end-market exposure with limited sensitivity to economic cycles. As
with most investment-grade peers, Ardagh benefits from long-term
contracts with cost pass-through mechanism with its customers.

Ardagh's FFO gross leverage, at around 8.0x, is significantly
higher than investment-grade peers', such as SKG and Stora Enso Oyj
(Stora; BBB-/Stable), whose FFO gross leverage is around 2.0x.
EBITDA and FFO margins are strong, generally in line with the
investment-grade peers'. Its FCF is a little more volatile due to
working-capital swings and higher capex, but Fitch forecasts FCF to
turn positive once the capex programme is concluded. This will pave
the way for deleveraging in the absence of large M&As or aggressive
shareholder-friendly policies.

KEY ASSUMPTIONS

-- Revenue growth of 1% in 2020, supported by resilient demand
    during the pandemic. This is followed by strong growth of 4%
    in 2021, 8% in 2022 and above 8% in 2023, driven by flat
    investments in new production facilities in 2021, and then
    growth of 2.5%-3% over the following two years.

-- EBITDA margin improving to above 18% by 2023 from 15.8% in
    2020

-- Capex to significantly increase in 2021 and 2022 to 15%-20% of
    revenue before normalising to around 10%

-- Equity proceeds of USD1.1 billion from the sale of 20% of AMP

RATING SENSITIVITIES

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

-- Positive FCF margins towards mid-single digits on a sustained
    basis;

-- FFO interest coverage sustainably greater than 3.0x; and

-- Clear deleveraging commitment and disciplined financial policy
    leaving FFO gross leverage sustainably below 5.5x.

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

-- EBITDA margin deteriorating to below 15%;

-- Neutral FCF, thereby reducing financial flexibility;

-- FFO interest coverage less than 2.5x; and

-- FFO gross leverage including payment-in-kind greater than 7.5x
    on a sustained basis.

RECOVERY ANALYSIS

As Ardagh's IDR is in the 'B' rating category, Fitch undertakes a
bespoke recovery analysis, in line with its criteria. Ardagh's
strong market positions and strategically located packaging
facilities, in Fitch's view, support a going-concern approach
should the company face financial distress.

Fitch estimates the going-concern EBITDA of the glass business at
USD550 million. Fitch applies a 5.5x distressed enterprise value
(EV)/EBITDA multiple, which is in line with similarly rated
peers'.

After deducting 10% for administrative claims, Ardagh's senior
secured notes are rated 'BB+'/'RR1', its senior unsecured notes
'B'/'RR5' and the senior secured notes issued by ARD Finance S.A.
'B-'/'RR6'.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity Post-AMP Sale: Fitch views liquidity as
satisfactory, with no debt maturities until 2025. Cash on the
balance sheet post the AMP sale will be sufficient to cover any
intra-year working capital swings, as well as the extensive capex
programme.

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.


ARVOS LUXCO: S&P Lowers ICR to 'CCC', Outlook Negative
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S&P Global Ratings lowered its ratings on Arvos LuxCo S.a.r.l. and
its senior secured facilities -- comprising a revolving credit
facility (RCF) and notes -- to 'CCC' from 'B-'. The recovery rating
remains '3', indicating its expectation of average (rounded
estimate 50%) recovery in the event of payment default. S&P removed
the ratings from CreditWatch where they were placed with negative
implications on Oct. 1, 2020.

The negative outlook reflects its view that the group's
profitability, cash flows, and liquidity might deteriorate more
than anticipated amid the uncertain economic environment and
execution risk linked to Arvos' planned restructuring and asset
sales comprising 40% of the group's EBITDA.

On Feb. 5, Arvos LuxCo S.a.r.l. finalized the amendment of its
current credit facilities. The terms include an extension of the
maturities and a covenant amendment.

Arvos' renegotiated credit facilities will give it financial
breathing room.  The company has extended the maturities for its
RCF (now reduced to EUR28 million from EUR33 million), EUR112
million guarantee facility, and EUR380 million term loan B by two
years -- to May 2023 and August 2023 -- with the option to extend
by one year. The springing covenant on its RCF was replaced for all
facilities by a minimum liquidity commitment and minimum EBITDA
covenant. It is tested quarterly starting from the fourth quarter
of fiscal year 2021 (FY2021; ending March 31, 2021). A leverage
covenant with 25% headroom on the restructuring opinion base case
will be activated from the beginning of the first quarter of
FY2023.

Arvos will start selling parts of the business.  According to the
new conditions, the company is committed to appoint an M&A advisor
by Oct. 31, 2021 to facilitate the sale of part of its business,
representing 40% of EBITDA by March 2023. This includes a pro-rata
mandatory prepayment of 100% of net cash proceeds from any material
sale, including equal de-risking of all lenders. As well as
reducing scale, disposal of business units may be coupled with
additional execution risks, which may impair profitability.

Subdued investment sentiment will reduce the order intake and
implies slow operating performance recovery in 2021 and 2022.
Arvos' revenues declined by more than 25% for the nine months
ending Dec. 30, 2020 and its order intake was down 35% compared
with the previous year. This is mainly due to a still-stressed
market environment in general and soft market development in Asia
for new equipment orders in its Ljungström (LJU) division. S&P
said, "With the order backlog declining to about EUR210 million in
the nine months of 2021 from EUR273 million a year earlier, we
expect reduced revenues of about 24% for FY2021 and sluggish
recovery from FY2022. With the weaker revenues, we expect the
EBITDA margin to decline to about 8% in FY2021 compared with 13.7%
in FY2020. For FY2022, we expect a rebound to about 11% on the back
of cost measures and lower restructuring costs."

Arvos should be able to pass its first minimum EBITDA covenant
test.  This will be performed by the end of fourth quarter FY2021.
The normalized last-12-month EBITDA threshold is set at EUR36.6
million for the fourth quarter of 2021 and first quarter of 2020,
while stepping up to EUR43.8 million in the next two quarters of
FY2022. S&P said, "We expect headroom under this covenant to remain
tight entering FY2022, on the back of market uncertainties and
delays in new equipment projects. Regarding the minimum liquidity
covenant, we foresee that Arvos will have comfortable liquidity in
the next 12 months, backed by EUR31.3 million unrestricted cash and
EUR16 million currently available under the RCF."

S&P said, "The negative outlook reflects our view that the group's
profitability, cash flows, and liquidity might deteriorate more
than anticipated amid the uncertain economic environment and
execution risk linked to its planned restructuring and asset sales.
Hence, we view specific default scenarios in the next 12 months,
specifically a minimum EBITDA covenant breach if the company is
unable to improve profitability."

Downside scenario

S&P said, "We could lower the rating if the group's operating
performance and profitability do not recover as expected, leading
to even lower cash generation and a liquidity crisis. Additionally,
inability to comply with the financial covenants, would likely lead
us to downgrade Arvos. We note that the risk of a default or debt
restructuring is becoming more acute as a result of weaker
operating performance and cash burn."

Upside scenario

S&P said, "We view upside as unlikely at this point as a result of
the low visibility of earnings and the process of asset sales in
order to redeem debt. We could consider positive rating action if
Arvos materially improved revenues, margins, and cash flow
generation and maintained comfortable liquidity."


SK INVICTUS II: Moody's Hikes CFR to B2 on Improved Credit Metrics
------------------------------------------------------------------
Moody's Investors Service has upgraded SK Invictus Intermediate II
S.a.r.l.'s (dba Perimeter Solutions) Corporate Family Rating to B2
from B3 and Probability of Default Rating to B2-PD from B3-PD.
Moody's also upgraded SK Invictus Intermediate II S.a.r.l.'s first
lien senior secured credit facility to B1 from B2 and second lien
senior secured term loan to Caa1 from Caa2. The outlook is stable.

"The upgrade reflects significantly improved credit metrics
following better-than-expected performance in both the Fire Safety
and Oil Additives businesses and expectations for more normalized
earnings and cash flow generation over the rating horizon," said
Domenick R. Fumai, Moody's Vice President and lead analyst for SK
Invictus Intermediate II S.a.r.l.

Upgrades:

Issuer: SK Invictus Intermediate II S.a.r.l.

Corporate Family Rating, Upgraded to B2 from B3

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Senior Secured 1st Lien Bank Credit Facility, Upgraded to B1
(LGD3) from B2 (LGD3)

Senior Secured 2nd Lien Bank Credit Facility, Upgraded to Caa1
(LGD6) from Caa2 (LGD6)

Outlook Actions:

Issuer: SK Invictus Intermediate II S.a.r.l.

Outlook, Remains Stable

RATINGS RATIONALE

The upgrade reflects Perimeter Solution's better-than-expected
operating performance through the first nine months of 2020.
Moody's now expects FY 2020 results to exceed the previous forecast
and that the company's earnings and free cash flow will remain
strong over the next 12 to 18 months. Fire Safety benefitted from a
strong wildfire season in the US during 2020 compared 2019, while
Oil Additives saw demand recover as lockdown restrictions eased
during the year. As a result, Perimeter Solutions generated
significant EBITDA and improved free cash flow generation allowing
the company to completely repay debt on its revolving credit
facility and restore credit metrics to levels that are more
consistent with the B2 CFR. Moody's estimates that adjusted
leverage will be approximately in the low 5x range in FY 2020
compared to previous projections of mid-7x and well below
double-digits at the end of 2019. The rating also reflects
expectations that Perimeter Solution's earnings volatility will be
partially mitigated by increased tanker capacity for its key
customer, US Forest Services (USFS), expansion into new markets
such preventive pre-treatment measures to supply utilities, home
protection, geographical diversification and increased service
delivery capabilities.

Although Perimeter Solutions has reduced leverage, the B2 CFR
rating is still constrained by high leverage and expectations that
credit metrics are more likely to be volatile compared to similarly
rated chemical companies. Moody's also factors into the current
rating that acquisitions will be strategic tuck-ins conservatively
financed with available cash and limited use of the revolving
credit facility. The rating further incorporates the company's lack
of scale and limited product diversity, with a substantial portion
of earnings attributed to the Fire Safety segment, which is
unpredictable due to the nature of wildfires. Private equity
ownership and associated governance risk is another factor
constraining the rating.

Perimeter Solutions' rating is supported by strong industry
positions in both of its segments. Perimeter Solutions is the sole
supplier of fire retardants to the US government and a leading
supplier to key state and municipal fire agencies, as well as
Canadian provinces and Australia. In the Oil Additives segment,
Perimeter Solutions benefits from an industry which has a limited
number of suppliers and the company's position as the only supplier
with operations in both North America and Europe. Both segments
have high barriers to entry including extensive qualification
requirements and require highly specialized formulations, which
increase customers' switching costs and lead to long-term customer
relationships. Perimeter Solutions also benefits from strong
margins and an asset-light business model that contributes to its
ability to generate substantial free cash flow.

ESG CONSIDERATIONS

Moody's also considers environmental, social and governance factors
in the rating. As a specialty chemicals company, environmental
risks are categorized as moderate. However, several of Perimeter
Solutions' products may result in significant future risks.
Phosphorous pentasulfide (P2S5) used in the preparation of oil
additives is extremely reactive and is classified as an explosion
hazard. Perimeter Solutions, which also manufactures Class A and B
firefighting foams, states it is not currently involved in any
litigation related to PFAS. However, given the stability of the
fluorine-based products utilized, Moody's will actively monitor
this risk as any litigation could be material to the company's
financial status. Nonetheless, its aerial fire retardants are
important products in fighting and containing large wildfires to
limit personal injury of both inhabitants and firefighting
personnel in the surrounding areas, confine property damage and
minimize destruction of the environment. Governance risks are
above-average due to the risks associated with private equity
ownership, which include a limited number of independent directors
on the board, reduced financial disclosure requirements as a
private company and more aggressive financial policies compared to
most public companies.

STRUCTURAL CONSIDERATIONS

Debt capital is comprised of a $100 million first lien senior
secured revolving credit facility, $561 million first lien senior
secured term loan B, and a $170 million second lien senior secured
term loan. The B1 ratings on the first lien senior secured credit
facilities, one notch above the B2 CFR, reflect a first lien
position on substantially all assets. The Caa1 rating on the second
lien term loan, two notches below the B2 CFR, reflects the
preponderance of first lien credit facilities in the capital
structure.

Perimeter has a good liquidity profile with cash on the balance
sheet, expectations for positive free cash flow generation of at
least $40 million in 2021 and $100 million undrawn revolving credit
facility. The credit agreement for the revolving credit facility
contains a springing first lien net leverage ratio covenant that is
triggered if revolver borrowings exceed $35 million. Moody's does
not expect that the covenant will be triggered over the next 12
months. The first and second lien senior secured term loans do not
contain financial maintenance covenants.

The stable outlook reflects our base case scenario of normalized
fire seasons and further stability in the oil additives business,
the company's adjusted Debt/EBITDA is sustained between 4.5x-6.0x,
free cash flow generation of at least $40 million and minimum
available liquidity of $70 million to mitigate any unanticipated
volatility in earnings during the rating horizon.

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

Moody's would likely consider a downgrade if adjusted leverage is
sustained above 6.5x, free cash flow remains negative for an
elevated period, or available liquidity falls below $40 million. A
downgrade could also be considered if there is a large
debt-financed acquisition or dividend to shareholders. Although
unlikely in the medium-term, Moody's could upgrade the ratings if
adjusted leverage is below 4.0x on a sustained basis in a weak
wildfire season, if free cash flow-to-debt is sustained above 5%,
and the sponsor commits to more conservative financial policies.

Perimeter Solutions is a specialty chemical producer operating in
two segments: Fire Safety and Oil Additives. The fire safety
business involves formulating and manufacturing fire safety
chemicals, including Phos-Chek(R) fire retardants, Class A and B
foams, and water enhancing gels for wildland, military, industrial,
and municipal fires. The oil additives business produces phosphorus
pentasulfide used in the preparation of ZDDP-based lubricant
additives that possess anti-wear properties in engine oils and
prolong the useful life of engines. Perimeter Solutions was
acquired by private equity firm, SK Capital Partners, through a
carve-out from Israel Chemicals, Ltd. in 2018. Perimeter Solutions
had revenue of $344 million for the last twelve months ending
September 30, 2020.

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




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CENTRIENT HOLDING: Moody's Lowers Secured Loans to B2, Outlook Neg.
-------------------------------------------------------------------
Moody's Investors Service has affirmed Centrient Holding B.V.'s
corporate family rating and probability of default rating at B2 and
B2-PD respectively. The ratings of the first lien senior secured
term loan B and senior secured revolving credit facility borrowed
by Centrient have been downgraded to B2 from B1. The outlook on the
ratings has been changed to negative from stable.

RATINGS RATIONALE

On February 15, 2020 Centrient announced its intention to acquire
an 80% stake in Astral SteriTech (Astral). The purchase price and
related fees will be financed via a EUR180 million add-on to
Centrient's existing EUR335 million term loan B. As part of the
transaction the company will also upsize its revolving credit
facility to EUR85 million from currently EUR75 million. The
remaining 20% stake in Astral will be acquired via an earn-out
structure at a later stage.

The change in outlook on the B2 rating, reflects Centrient's high
adjusted pro forma 2020 gross leverage of 6.7x and Moody's
expectation that gross leverage will remain above the rating
agency's guidance for a B2 rating in 2021. Leverage will only reach
levels more commensurate with a B2 rating in 2022. Moody's at this
stage does not consider the earn-out clause as debt, as under
Moody's base assumptions it is unlikely that the earn out will
result in additional material debt like liabilities. Moody's will
reconsider the treatment of the earn out liability, if the
likelihood of a payout increases. The all debt financing of the
acquisition and the additional earn out construct in Moody's view
are reflective of a high tolerance for financial risk of the
company and the sponsor, which is a factor constraining the
rating.

In Moody's view the acquisition of Astral strengthens Centrient's
business profile and is in line with the company's ambitions to
strengthen its finished dosage forms (FDF) business. The market for
sterile injectable beta lactams is commanding higher growth rates
and margins than Centrient's traditional end markets. Moody's
understand that Astral's high EBITDA margins are reflective of high
barriers to entry and a structural shortage of sterile injectable
beta lactams. Furthermore, Moody's understand that Astral benefits
from a favorable cost position. The acquisition will increase
Centrient's diversification and significantly increase the scale of
its FDF business. Centrient's rating continues to reflect the
company's leading position in the fragmented global antibiotics
market. The company is operating a highly regulated market and
benefits from long-standing customer relationships underpinned by
high switching cost. Despite the Astral acquisition improving
Centrient's diversification, the majority of the company's revenues
continues to be generated within its non-sterile SSP & SSC
business. These markets continue to be fragmented and characterized
by price pressure. The rating is supported by an adequate liquidity
profile, Centrient's FCF in relation to debt is expected to be
moderate in 2021.

LIQUIDITY

Centrient's liquidity profile is adequate. Pro-forma the proposed
acquisition financing the company will have a starting cash balance
of EUR19 million. The company's liquidity profile will furthermore
benefit from EUR80 million of availability under its EUR85 million
revolving credit facility. In combination with expected FFO
generation of around EUR45 million in 2021 these sources provide
the company with an adequate liquidity buffer to accommodate day to
day cash needs (estimated to be around 3% of sales), swings in
working capital and capital expenditures, which we forecast to be
at around EUR30 million in 2021.

STRUCTURAL CONSIDERATIONS

The group's first-lien senior secured facilities, including the
EUR85 million RCF and the EUR515 million senior secured term loan
B, are rated B2. These instruments benefit from a security package,
including share pledges, intercompany receivables and bank
accounts. The facilities also benefit from the protective layer of
loss absorption provided by the EUR75 million equivalent
second-lien loan in an event of default. However, the second-lien
loan is of small size relative to the now upsized senior secured
term loan B and revolving credit facility and does not provide
enough loss absorption cushion for the first-lien facilities to be
rated above the company's corporate family rating.

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

Positive pressure on the rating could arise if the
forward-integration strategy is successfully carried out, for
instance, through a consistent strengthening of the FDF business,
leading to more diversified production offerings and a larger
scale; the company's Moody's-adjusted leverage ratio falls below
5.0x on a sustained basis; and its FCF/debt is consistently in the
high single digits.

Negative pressure on the rating could build up if competition
intensifies, resulting in a deterioration in the operating
performance of the core products (SSP and SSC); Moody's-adjusted
leverage does not decrease towards 6x by FYE 2021 and to below 6x
thereafter an inability to generate positive FCF would also be
negative for the rating.

PRINCIPAL METHODOLOGY

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

HEMA BV: S&P Withdraws 'CCC+' LongTerm Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings has withdrawn its 'CCC+' long-term issuer credit
ratings on  at the company's request. The outlook was negative at
the time of the withdrawal. At the same time, S&P withdrew its 'B'
rating on the company's private placement notes (PPNs), its 'CCC+'
ratings on the senior secured notes, 'CCC-' ratings on the
payment-in-kind (PIK) notes, as well as its respective recovery
ratings of '1', '3', and '6' on these debt instruments.

The withdrawal follows Hema's acquisition by a consortium of Parcom
and Mississippi Ventures, which took effect on Feb. 1, 2021. Based
on Hema's public press release, S&P understands that as part of the
acquisition it has refinanced its revolving credit facility, PPNs,
and senior secured notes. S&P lacks information on the EUR120
million PIK notes issued by Helix Holdco S.A., Hema's holding
company sitting outside of the restricted group.




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

SANTANDER CONSUMO 4: Moody's Rates EUR42.9MM Class E Notes B3
-------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the notes issued by Santander Consumo 4 Fondo de
Titulizacion ("FT Santander Consumo 4"):

EUR1,262.8 million Class A Notes due September 2032, Definitive
Rating Assigned Aa2 (sf)

EUR105. million Class B Notes due September 2032, Definitive
Rating Assigned A3 (sf)

EUR41.5 million Class C Notes due September 2032, Definitive
Rating Assigned Baa3 (sf)

EUR47.8 million Class D Notes due September 2032, Definitive
Rating Assigned Ba3 (sf)

EUR42.9 million Class E Notes due September 2032, Definitive
Rating Assigned B3 (sf)

Moody's has not assigned any rating to the subordinated EUR 30.0M
Class F Fixed Rate Notes due September 2032.

RATINGS RATIONALE

The Notes are backed by a one year revolving pool of Spanish
unsecured consumer loans originated by Banco Santander S.A. (Spain)
("Santander"), (A2/P-1 Bank Deposits; A3(cr)/P-2(cr)). This
represents the 4th issuance out of the Santander Consumo programme.
Santander is acting as originator and servicer of the loans while
Santander de Titulizacion S.G.F.T., S.A. (NR) is the Management
Company ("Gestora").

The portfolio size is approximately 1,799 million as of January 15,
2021 pool cut-off date. 100% of the loans are paying fixed rate.
The weighted average seasoning of the portfolio is 1.5 years and
its weighted average remaining term is 5.2 years. Around 53.5% of
the outstanding portfolio are loans without specific loan purpose
and 24.2% are loans to finance small consumer expenditures.
Geographically, the pool is concentrated mostly in Madrid (19.1%),
Andalucia (17.1%) and Catalonia (11.2%). The portfolio, as of its
pool cut-off date, contained 0.6% loans in arrears less than 30
days. The final portfolio transferred to Santander Consumo 4 on the
incorporation date amounted to EUR 1,500 million and did not have
any loans in arrears at the time of the transfer.

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

According to Moody's, the transaction benefits from various credit
strengths such as the granularity of the portfolio, securitisation
experience of Santander, a reserve fund sized at 2.0% of the total
rated notes balance at closing, subordination of the notes (Class A
subordination backed by the portfolio at closing is 15.8%) and the
significant excess spread. However, Moody's notes that the
transaction features a number of credit weaknesses, such as a
complex structure including interest deferral triggers for junior
notes, pro-rata payments on all rated classes of notes from the
first payment date, the incremental risk due to loans being added
during the revolving period and the relatively high linkage to
Santander representing the originator, servicer, cap counterparty,
account bank and paying agent. Moody's also took into account the
performance of other consumer loan ABS in Spain and the positive
selection of consumer loans in this portfolio with loans not being
originated through brokers and excluding the highest internal PDs.
These characteristics, amongst others, were considered in Moody's
analysis and ratings.

The interest rate mismatch between the fixed rate portfolio and the
floating rate Class A and B notes is partially covered by an
interest rate cap. Banco Santander S.A. (Spain) (A2/P-1 Bank
Deposits; A3(cr)/P-2(cr)) is the cap counterparty and will pay any
positive difference between the three-month EURIBOR and the strike
rate of 0.75% based on a notional linked to the scheduled
amortization of the floating Class A and B notes to the issuer.

Moody's determined the portfolio lifetime expected defaults of
4.25%, expected recoveries of 15% and Aa1 portfolio credit
enhancement ("PCE") of 17% related to borrower receivables. The
expected defaults and recoveries capture Moody's expectations of
performance considering the current economic outlook, while the PCE
captures the loss Moody's expect the portfolio to suffer in the
event of a severe recession scenario. Expected defaults and PCE are
parameters used by Moody's to calibrate its lognormal portfolio
loss distribution curve and to associate a probability with each
potential future loss scenario in the cash flow model to rate
Consumer ABS.

Portfolio expected defaults of 4.25% are lower than the Spanish
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account (i)
historic performance of the loan book of the originator and the
positive selection of consumer loans in this portfolio not being
originated through brokers and excluding the highest internal PDs,
(ii) the pool composition in terms of the exposure to certain
products i.e. pre-approved loans where the borrower was offered an
unsecured consumer loan up to a maximum amount without initiating
an application process, (iii) exclusion of Covid-19 related payment
holidays granted before the date the relevant loan is securitised,
as per the eligibility criteria, (iv) benchmark transactions, and
(v) other qualitative considerations.

Portfolio expected recoveries of 15.00% are in line with the
Spanish Consumer Loan ABS average and are based on Moody's
assessment of the lifetime expectation for the pool taking into
account (i) historic performance of the loan book of the
originator, (ii) benchmark transactions, and (iii) other
qualitative considerations.

PCE of 17.00% is lower than the Spanish Consumer Loan ABS average
and is based on Moody's assessment of the pool which is mainly
driven by: (i) evaluation of the underlying portfolio, complemented
by the historical performance information as provided by the
originator, and (ii) the relative ranking to originator peers in
the Spanish Consumer Loan ABS market.

The PCE of 17.00% results in an implied coefficient of variation
("CoV") of 52.7%.

CURRENT ECONOMIC UNCERTAINTY:

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 Spanish 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.

The principal methodology used in these ratings was Moody's
Approach to Rating Consumer Loan-Backed ABS published in July
2020.

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

Factors that would lead to an upgrade of the ratings include (i) a
significantly better than expected performance of the pool, (ii) an
increase in credit enhancement of the notes or (iii) an improvement
of Spain's local currency country ceiling (LCC).

Factors that would lead to a downgrade of the ratings include (i) a
decline in the overall performance of the pool, (ii) the
deterioration of the credit quality of Santander, as Santander is
acting as originator, servicer, cap counterparty, account bank and
paying agent, or (iii) a deterioration of Spain's local currency
country ceiling (LCC).


SANTANDER HIPOTECARIO 3: S&P Raises Cl. B Notes Rating to 'B-(sf)'
------------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Fondo de
Titulizacion de Activos Santander Hipotecario 3's class A1, A2, A3,
and B notes to 'A+ (sf)', 'A+ (sf)', 'A+ (sf)', and 'B- (sf)', from
'BBB (sf)', 'BBB (sf)', 'BBB (sf)', and 'CCC+ (sf)', respectively.
At the same time, S&P has affirmed its 'CCC- (sf)' rating on the
class C notes and its 'D (sf)' ratings on the class D, E, and F
notes.

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

"Upon expanding our global RMBS criteria to include Spanish
transactions, we placed our ratings on the class A1, A2, and A3
notes under criteria observation. Following our review of the
transaction's performance and the application of our updated
criteria for rating Spanish 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, which is based on 80% original LTV (OLTV) and 20%
current LTV (CLTV). Under our previous criteria, we only used the
OLTV. In addition, our weighted-average loss severity assumptions
(WALS) have decreased, due to the lower CLTV and lower market value
declines. The reduction in our WALS is partially offset by the
increase in our foreclosure cost assumptions."

  Table 1

  Credit Analysis Results

  Rating   WAFF (%)   WALS (%)   Credit coverage (%)
  AAA       19.23      26.53      5.10
  AA        13.16      22.67      2.98
  A         10.09      15.60      1.57
  BBB        7.65      12.04      0.92
  BB         5.07       9.73      0.49
  B          3.27       7.75      0.25

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

The class A1, A2, and A3 notes' credit enhancement has increased to
12.31% from 10.30%. These classes are paying pro rata because loans
in arrears for more than 90 days reached over 1.5% of the
performing assets' outstanding balance, breaching the nonreversible
trigger. At the same time, the class B, C, D, and E notes' credit
enhancement moved to 2.19%, -3.88%, -13.08%, and -16.65%, from
01.48%, -3.81%, -11.83%, and -14.95%, respectively, due to the
notes' amortization, which is fully sequential between the senior
and subordinated notes. This transaction features an amortizing
reserve fund, which the class F notes' issuance funded at closing.
It has been fully depleted since October 2008.

S&P said, "Over the past year, we have observed a stable amount of
outstanding defaults, and recoveries from defaulted loans are also
in line with our previous review. At the same time, given the
current negative interest rate environment, the transaction is not
paying interest on the class A, B, and C notes. Therefore, given
the breach of the interest deferral trigger for the class D and E
notes, all collections are currently used to pay principal on the
class A1, A2, and A3 notes, which is providing further enhancement
to these classes of notes.

"Cumulative defaults represent 8.6% of the closing pool balance.
The interest deferral trigger for the class E and D notes is
already breached, while that for the class C notes is not at risk
of being breached because it is defined at 11.0%, and we do not
expect defaults to reach this threshold in the near term.

"Our analysis also considers the transaction's sensitivity to the
potential repercussions of the coronavirus outbreak. Of the pool,
7.1% of loans are on payment holidays under the Spanish sectorial
moratorium schemes, and the proportion of loans with either legal
or sectorial payment holidays has remained higher than the market
average (below 5%). The government approved a new payment holiday
scheme available until March 31, 2021, where the payment holidays
could last up to three months, therefore current figures might
increase. In our analysis, we considered the potential effect of
this scheme extension and the risk the payment holidays could
present should they become arrears or defaults in the future.

"Our operational, sovereign, counterparty, and legal risk analyses
remain unchanged since our previous review. Therefore, the ratings
assigned are not capped by any of these criteria. Given that Banco
Santander S.A. (A/Stable/A-1) is both the servicer and collection
account provider, we are not stressing any commingling risk at
rating levels at or below the long-term issuer credit rating (ICR)
on Banco Santander. Therefore, the class B, C, D, E, and F notes
are weak-linked to the ICR on Banco Santander.

"We have raised to 'A+ (sf)' from 'BBB (sf)' our ratings on the
class A1, A2, and A3 notes, although these classes of notes could
withstand stresses at a higher rating. We have limited our upgrades
based on their overall credit enhancement, the deterioration in the
macroeconomic environment, and the risk that payment holidays could
become arrears in the future.

"Our cash flow analysis also indicates that the available credit
enhancement for the class B and C notes is not sufficient to
withstand our cash flow stresses at the 'B' rating level. We
performed a qualitative assessment of the key variables for the
transaction, in particular we have considered the evolution of the
credit enhancement and the transaction's stable performance. The
class B notes would be able to pass our 'B' rating scenario if we
assume a steady state scenario, in which the issuer would be able
to meet its payment obligations on the class B notes. Therefore,
line with our 'CCC' ratings criteria, we have raised to 'B- (sf)'
from 'CCC+ (sf)' our rating on the class B notes.

"Under these same criteria, we consider repayment of the class C
notes to be dependent upon favorable business, financial, and
economic conditions. Additionally, the class C notes are partially
undercollateralized and its credit enhancement remains negative.
Finally, although we consider that the issuer's financial
commitments may be unsustainable in the long term, it might not
face a credit or payment crisis within the next 12 months. We have
therefore affirmed our 'CCC- (sf)' rating on the class C notes."

The class D, E, and F notes have not made their interest payments
since the July 2014, July 2013, and April 2008 payment dates,
respectively. S&P has therefore affirmed its 'D (sf)' ratings on
these tranches.

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."


TAURUS 2021-2: Moody's Gives (P)Ba3 Rating on Class E Notes
-----------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to the debt issuance of Taurus 2021-2 SP DAC (the
"Issuer"):

EUR71.7 million Class A Commercial Mortgage Backed Floating Rate
Notes due 2031, Assigned (P)Aa3 (sf)

EUR9.4 million Class B Commercial Mortgage Backed Floating Rate
Notes due 2031, Assigned (P)Aa3 (sf)

EUR8.0 million Class C Commercial Mortgage Backed Floating Rate
Notes due 2031, Assigned (P)A3 (sf)

EUR20.5  million Class D Commercial Mortgage Backed Floating Rate
Notes due 2031, Assigned (P)Baa3 (sf)

EUR23.292 million Class E Commercial Mortgage Backed Floating Rate
Notes due 2031, Assigned (P)Ba3 (sf)

Moody's has not assigned provisional ratings to the Class X Notes
of the Issuer.

Taurus 2021-2 SP DAC is a true sale transaction of a portion of a
floating rate senior loan totaling EUR 269.89 million. The loan
comprises four facilities, two of which relate to a Capex program.
The loan has been partially syndicated for a total of EUR 45.0
million. The issuer will use the notes proceeds to purchase a
majority interest in the senior loan that was used to finance the
acquisition and related transaction closing costs of seven office
properties and the refinance of a loan for an additional office
property. The combined eight-office portfolio consisting of 30
buildings is located in Spain, with most of the properties
predominantly in Madrid. There is a EUR 49.4 million mezzanine
facility that is contractually and structurally subordinated to the
senior loan.

RATINGS RATIONALE

The rating actions are based on: (i) Moody's assessment of the real
estate quality and characteristics of the collateral; (ii) analysis
of the loan terms; and (iii) the expected legal and structural
features of the transaction.

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
commercial real estate from the current weak Spanish 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.

The key parameters in Moody's analysis are the default probability
of the securitised loan (both during the term and at maturity) as
well as Moody's value assessment of the collateral. Moody's derives
from these parameters a loss expectation for the securitised loan.
Moody's total default risk assumptions are medium for the loan. The
Moody's LTV ratio of the securitised loan at origination is 75.8%.
Moody's applied a property grade of 2.0 for the portfolio (on a
scale of 1 to 5, 1 being the best).

The rating on the Class A Notes is constrained at four notches
above the current Spanish government bond rating (Baa1 Stable).
Future changes to the government bond rating will likely result in
a change of the Class A rating.

The key strengths of the transaction include: (i) the good tenant
and property diversity, (ii) good loan features including
conditional amortization and cash trap covenants, (iii) the medium
total default risk, and (iv) the experienced sponsor and asset
manager with local expertise.

Challenges in the transaction include: (i) the increased
uncertainty around the impact of the coronavirus crisis; (ii) the
underperforming occupancy in the portfolio; (iii) the additional
mezzanine debt that increased the overall leverage; and (iv) the
work from home trend.

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in October
2020.

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

Main factors or circumstances that would lead to a downgrade of the
ratings are generally: (i) a decline in the property values backing
the underlying loan; (ii) an increase in the default probability of
the loan; (iii) changes to the ratings of some transaction
counterparties; and (iv) given the exposure to Spain, an increase
in sovereign risk.

Main factors or circumstances that could lead to an upgrade of the
ratings are generally: (i) an increase in the property values
backing the underlying loan; (ii) a decrease in the default
probability driven by improving loan performance or decrease in
refinancing risk; and (iii) given the exposure to Spain, a decrease
in sovereign risk.




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

QUIMPER AB: Fitch Affirms 'B' LT IDR & Alters Outlook to Stable
---------------------------------------------------------------
Fitch Ratings has revised Nordic building products distributor
Quimper AB's (Ahlsell) Outlook to Stable from Negative and affirmed
the Long-Term Issuer Default Rating (IDR) at 'B'. Its upsized
SEK18.8 billion first-lien term loan B and the SEK2,250 million
revolving credit facility have been downgraded to 'B'/'RR4' from
B+/RR3.

The rating actions follow Ahlsell's planned upsizing and repricing
of the first-lien term loan B. The planned add-on of SEK2.5 billion
together with SEK1.5 billion of cash will be used to repay the
company's existing SEK3.9 billion second-lien term loan B and cover
any transaction related fees and expenses.

Fitch has withdrawn the rating of the SEK3.9 billion second-lien
term loan B as it is being repaid.

KEY RATING DRIVERS

Lower Leverage Forecast: The Outlook revision reflects lower
Fitch-forecast leverage metrics, following the loan repricing and
add-on and Ahlsell´s solid performance during the pandemic of low
single-digit organic growth and improving profitability. Fitch
expects free cash flow (FCF) generation to remain positive through
the cycle, supported by lower interest costs due to the term loan
repricing.

Proven Resilience: Ahlsell´s business model has shown resilience
during the pandemic, and associated temporary negative effects,
mainly related to lockdown trading impact, have been mitigated by
an increasing focus on high-margin products, cost savings and
inventory management. This resulted in high revenue and EBITDA
margins in 2020 despite negative-currency effects from a
strengthened Swedish krona. Fitch expects revenue to continue to
benefit from ongoing infrastructure projects in the Nordics, the
do-it-yourself trend and growth in e-commerce, while profitability
may weaken in 2021 as temporary pandemic-related cost savings
wane.

Leverage in Line with Rating: Ahlsell managed to deliver some
revenue growth and improve profitability for 2020, generating
stronger funds flow from operations (FFO), which further benefitted
from favourable temporary cash tax payments. This resulted in FFO
gross leverage of 6.6x for 2020, substantially below Fitch's
forecast of about 9x in 2020. However, the temporary benefits
suggest leverage metrics will increase in 2021, but they should
remain well within Fitch's sensitivities and in line with the
current rating.

Refinancing Supports Further Deleveraging: Ahlsell´s recently
announced refinancing results in lower gross debt expected for
2021, with a full repayment of the SEK3.9 billion second-lien term
loan through a SEK2.5 billion add-on to the first-lien term loan
and cash of around SEK1.5 billion. Leverage metric improvement for
2021 is limited however by lower FFO expectations (as temporary
cost savings and tax benefits wane), which is only partially offset
by lower interest costs from the repricing of the first-lien term
loan. Hence, Fitch expects FFO gross leverage to reach around 7.5x
at end-2021, gradually improving towards 6.0x by 2024.

Solid Cash Flow Generation: Ahlsell has a history of converting
EBITDA into cash flow due to the asset-light nature of the business
and its focus on working-capital management, especially
inventories. This is reflected in the FFO margin, but more visibly
in the free cash flow (FCF) margin that is supported by modest
capex. Fitch forecasts the FCF margin to rise above 4% from 2022,
as a result of improved FFO generation, lower interest costs and
capex remaining below 1% of sales (including IT and automation
spending). Despite an increasing post-pandemic acquisition
appetite, Fitch expects cash flow generation to be positive from
2022, subject to no dividend payments being made.

Cyclicality Partly Mitigated: Ahlsell is exposed to cyclical
end-markets, because its main customers are construction,
industrial and infrastructure companies. Fitch believes, however,
that Ahlsell´s limited exposure (15% of sales) to new residential
construction, the company´s scale and broad product offering
partly mitigate cyclical effects. Further, Fitch expects
performance to be supported by resilient demand in the Nordic
distribution market driven by larger infrastructure and water &
sewage projects in the medium-to-long term.

Strong Business Profile: Fitch views the business profile of
Ahlsell as solid, based on its position as the leading Nordic
distributor of installation products, tools and supplies to
professional customers as well as its market-leading position in
Sweden. Ahlsell's products, customers and suppliers are
well-diversified but the company has significant geographic
concentration to Sweden. Its products are available through
branches, online and unmanned on-site solutions. Fitch views
Ahlsell's efficient logistics system as a competitive advantage
with short delivery lead-times in the Nordic region.

DERIVATION SUMMARY

Ahlsell has a solid business profile, with market-leading positions
and strong diversification in products and customers, albeit with a
geographical concentration to Sweden. It compares well with
building materials distributor Winterfell Financing Sarl (Stark
Group; B(EXP)/Stable), which however has a broader geographical
reach in the Nordics and Germany. Stark Group´s broader geographic
footprint is partly offset by Ahlsell´s stronger end-market
diversification given the latter's exposure to infrastructure and
industry end-markets.

Both companies' ratings are constrained by high leverage. Following
its refinancing, Ahlsell's leverage metrics are expected to be
somewhat stronger than that of Stark Group, while the financial
profile benefits from higher profitability. Both companies have
strong cash generation and Fitch expects them to generate positive
FCF throughout the business cycle.

KEY ASSUMPTIONS

-- Revenue CAGR of 3.4% in 2020-2024, based on organic growth of
    2.3% and additional 1.1% growth from bolt-on acquisitions

-- EBITDA margin to decrease in 2021 as pandemic-related cost
    savings wane. Thereafter a gradual improvement towards 10% in
    2024 due to cost optimisation, synergies and a favourable
    product mix

-- Tax payment of about SEK650 million in 2021, partly due to
    settlement of tax liability

-- Net working capital outflow of 1.5% of sales in 2021 and about
    0.3% in 2022-2024

-- Stable capex at approximately 0.8% of sales until 2024

-- Acquisitions of around SEK200 million annually until 2024

-- No dividends assumed until 2024

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that Ahlsell would be
    reorganised as going-concern in bankruptcy rather than
    liquidated.

-- A 10% administrative claim.

-- The going-concern EBITDA estimate of SEK2,125 million reflects
    Fitch´s view of sustainable, post-reorganisation EBITDA level
    upon which Fitch bases the enterprise valuation (EV).

-- Fitch applies a distressed EV/EBITDA multiple of 5.0x to
    calculate a going-concern EV, reflecting Ahlsell´s strong
    market position in the Nordics, dense network of branches and
    the potential for growth via consolidation of the Nordic
    distribution market. The multiple is limited by Ahlsell´s
    concentration to Sweden.

-- The selected multiple is in line with Polygon AB´s (5.0x) and
    somewhat lower than Stark Group´s (5.5x) due to Ahlsell's
    stronger asset quality driven by a large owned real-estate
    portfolio and better geographic diversification.

-- These assumptions result in recoveries for the senior secured
    debt within the 'RR4' range, resulting in an instrument rating
    that is in line with the IDR. The principal and interest
    waterfall analysis output percentage on current metrics and
    assumptions is 45%.

RATING SENSITIVITIES

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

-- FFO gross leverage below 6.0x on a sustained basis

-- EBITDA margin consistently above 10%

-- Increased geographical diversification outside of Sweden

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

-- FFO gross leverage above 8.0x on a sustained basis

-- FCF margin below 1% on a sustained basis

-- FFO margin consistently below 4%

-- Aggressive acquisition pace leading to EBITDA margin dilution

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

Solid Liquidity: Fitch forecasts Ahlsell's readily available cash
to amount to SEK2.9 billion at end-2021 after Fitch adjustments of
SEK300 million related to intra-year working capital movements.
Liquidity is further supported by a fully undrawn revolving credit
facility of SEK2.25 billion (maturity in 2025) and forecast FCF of
around SEK700 million in 2021.

After the upsizing transaction in February 2021, Ahlsell's debt of
SEK18.8 billion is concentrated in the first-lien term loan with
maturity in February 2026. Fitch views refinancing risk as
manageable considering the long-dated maturity and the company's
stable performance through the cycle.

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.




===========
T U R K E Y
===========

DOGUS HOLDING: S&P Raises National Scale Rating to 'trB-'
---------------------------------------------------------
S&P Global Ratings raised its national scale rating on Turkey-based
Dogus Holding A.S. to 'trB-' from 'trCCC+' and affirmed its 'trC'
short-term national scale rating.

A smoother debt maturity profile sustains Dogus' liquidity and
creditworthiness.   S&P said, "We believe that Dogus' final
agreement with its lenders will sustain its liquidity at least over
the next 12 months. In December 2020, Dogus was able to formally
extend the maturity dates for about 75% of its debt, which equals
about 45% of consolidated debt. Currently we estimate that Dogus'
gross financial debt, excluding leases, is about EUR1.2 billion and
its consolidated debt totals around EUR4.1 billion."

S&P said, "At the same time, we see Dogus' debt burden as
excessively high for the recurring sources of its cash flows, which
do not cover its costs and interest.   We forecast that Dogus cash
adequacy ratio will be at about 0.5x over 2021, up from 0.2x over
2020 (our cash adequacy ratio does not include potential asset
disposals). Additionally, although we see a marked uptick in
recovery prospects for the Turkish auto sector, which is expected
to record a solid performance for 2020 and 2021, we continue to see
Dogus' investee assets as vulnerable to ongoing disruptions caused
by COVID-19. Assets in food and beverage, tourism, and real estate
represented about 50% of Dogus' reported portfolio value, based on
year-end 2019 market values.

"We see a risk that Dogus would need to support some of its assets
in financial difficulties."   For the first half of 2020, Dogus'
segments reported a weaker operating performance than for the same
period in 2019, namely:

-- The construction segment reported an operating loss of Turkish
lira (TRY) 730 million compared with a TRY85 million loss for the
same period the previous year;

-- The food, beverage, hospitality, and retail segment reported
negative operating profit of TRY492 million compared with a TRY28
million operating profit; and

-- Energy reported operating profit of TRY166 million compared
with TRY320 million.

However, if the consolidated group's operating performance were to
improve, diminishing therefore the risk of capital calls from the
parent, S&P would consider further rating upside in the following
six to 12 months.

Dogus' debt maturity profile in 2021is manageable, but uncertainty
remains high.  S&P said, "We understand that Dogus' principal
repayments over 2021 will reach about EUR55 million-EUR60 million,
while for 2022 they should be about EUR35 million-EUR40 million.
For 2021, we understand that the major maturity is represented by
the TRY350 million bond due in July 2021. At the consolidated
level, we understand that debt maturities in 2021 and 2022 will
reach about EUR300 million per year, of which in 2021 the major
contributor is the automotive segment, which typically relies on
short-term overdraft facilities that are constantly renewed."

The recent debt rescheduling was supported by Dogus' debt
prepayments over the past two years.   Over 2020 and 2019, Dogus
sold assets for about EUR900 million on a cumulative basis, which
it earmarked mostly for the syndicated loan prepayments. S&P said,
"Our analysis of liquidity does not factor in potential asset
disposals because the proceeds will likely be primarily used to
prepay future maturities. At the same time, we continue to expect
that Dogus will adhere to its disposal plan, albeit at a slower
pace than in 2020."

Dogus remains highly leveraged and exposed to the credit risk of
its investee assets.

S&P said, "Currently we estimate that Dogus has a loan-to-value
(LTV) ratio of about 40% after a 50% haircut on the 2019 market
value of its unlisted assets. This is to reflect the EUR617 million
of disposals that occurred in 2020, the devaluation of the lira
against the euro of about 38% as of Dec. 31, 2019, and the
extremely challenging conditions for some of Dogus' investments
during the pandemic. At the end of 2019, we assessed that Dogus'
adjusted debt to EBITDA on a consolidated basis reached about 14x,
while the adjusted LTV ratio was about 44%. We have not yet
received the year-end 2020 market values of the group's asset
portfolio. The improvement in the LTV last year reflects the
markedly improved performance of Dogus' listed asses, debt
reduction, and somewhat higher cash balances."

At the same time, the rating continues to reflect the presence of
cross-guarantees in Dogus' consolidated debt.   The recently
renegotiated syndicated facility, representing about 45% of total
consolidated debt, with Dogus as guarantor for about EUR1 billion
for the debt undertaken by its investee assets, exposes Dogus to
the default risk of its investments. This limits its assessment of
Dogus' liquidity after the recent debt maturity extension.


TAKASBANK: Fitch Affirms 'BB-' LT IDRs & Alters Outlook to Stable
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Istanbul Takas ve Saklama
Bankasi A.S.'s (Takasbank) Long-Term Issuer Default Ratings (IDRs)
to Stable from Negative and affirmed the Long-Term IDRs at 'BB-'.

The rating actions follow the revision of the Outlook on Turkey's
Long-Term IDR to Stable from Negative.

KEY RATING DRIVERS

The revision of Takasbank's Outlook primarily reflects lower
downside risks to the sovereign's ability to support the bank, as
reflected in the revision of the Outlook on the sovereign to Stable
from Negative. Takasbank's Support Rating of '3' and Support Rating
Floor of 'BB-' reflect Fitch's view of a moderate probability of
support from the Turkish sovereign in case of need. In Fitch's
opinion, Takasbank has exceptionally high systemic importance for
the Turkish financial sector and contagion risk from its default
would be considerable given its inter-connectedness.

The key rating drivers, ESG impact factors and rating sensitivities
for Takasbank are those outlined in Fitch's rating action
commentary published in January 2021. The National Long-Term rating
and Viability Rating (VR) are unaffected.

Takasbank is Turkey's only central counterparty clearing
institution and is majority-owned by Borsa Istanbul, Turkey's main
stock exchange. Borsa Istanbul in turn is majority-owned by the
Turkish government (via the Turkish Wealth Fund). Takasbank
operates under a limited banking licence, and is regulated by three
Turkish regulatory bodies: the Central Bank of Turkey, the Banking
Regulation and Supervision Agency and the Capital Markets Board.

Takasbank's 'b+' VR remains aligned with the IDRs of most large
commercial Turkish banks (as it carries a sizeable credit exposure
to those banks).

RATING SENSITIVITIES

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

-- Positive action on Turkey's sovereign rating would likely be
    mirrored on Takasbank's IDRs.

-- Improvement in the credit profiles of Takasbank's main
    commercial bank counterparties could lead to an upgrade of
    Takasbank's VR.

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

-- Negative action on Turkey's sovereign rating would be mirrored
    on Takasbank's IDRs.

-- Deterioration in the credit profiles of Takasbank's main
    commercial bank counterparties would put pressure on
    Takasbank's VR.

-- A material operational loss or a sharply increased risk
    appetite, for example, in the bank's treasury activities, due
    particularly to lower credit-quality counterparties, would
    also put pressure on Takasbank's VR.

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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

IDR's are driven by the Turkish sovereign rating.

ESG CONSIDERATIONS

Takasbank has an ESG relevance score of '4' for governance
structure, reflecting potential government influence over the
strategy and risk appetite. This has a negative impact on the
credit profile and is relevant to the rating.

Apart from the governance structure, 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.


TURK P&I: Fitch Affirms 'BB-' Insurer Financial Strength Rating
---------------------------------------------------------------
Fitch Ratings has revised the Outlook on Turk P ve I Sigorta A.S.'s
(Turk P&I) Insurer Financial Strength (IFS) Rating to Stable from
Negative and affirmed the IFS Rating at 'BB-'.

KEY RATING DRIVERS

The revision of the Outlook on Turk P&I's IFS Rating follows the
revision of the Outlook on Turkey's Long-Term Local-Currency Issuer
Default Rating (IDR) on 19 February 2020. The rating action
reflects Turk P&I's substantial exposure to the Turkish operating
environment and the deposits held in Turkish banks on its balance
sheet.

Turk P&I's ratings reflect the company's less established business
profile compared with other Turkish insurers, and investment risks
that are skewed towards the Turkish banking sector. The rating also
reflects Turk P&I's strong liquidity profile, very strong but
potentially volatile earnings, and adequate capitalisation. Fitch
expects the company to remain fairly resilient to coronavirus
pandemic-related pressures in 2021.

Fitch ranks Turk P&I's business profile as 'moderate' compared with
other Turkish insurers, despite the company's small size, limited
history and less established business lines. This is because Fitch
believes its ownership structure, equally divided between public
and private interests, and its strategic role in Turkey, are
positive for its business profile.

Turk P&I's investments are concentrated in deposits in a single
state-owned bank, which weighs on Fitch's assessment of its asset
risks, despite a strong liquidity profile.

Turk P&I's 2020 business growth was very strong and on par with
2019 growth rates, despite the pandemic. Fitch expects
capitalisation and earnings to have remained supportive of the
rating in 2020.

The National IFS Rating of 'A+(tur)' with a Stable Outlook largely
reflects Turk P&I's regulatory solvency level being in line with
that of higher-rated peers on the National scale, and very strong
but potentially volatile earnings. However, the rating is
constrained by the company's weak business profile versus other
Turkish insurers.

RATING SENSITIVITIES

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

-- Material improvements in the Turkish economy or the company's
    investment quality, as reflected in an upgrade of Turkey's
    Long-Term Local-Currency IDR.

-- Sustained profitable growth while its regulatory solvency
    ratio remains comfortably above 100%.

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

-- Material deterioration in the Turkish economy or the company's
    investment quality, as reflected in a downgrade of Turkey's
    Long-Term Local-Currency IDR.

-- Deterioration in the company's business risk profile, due to
    for example further deterioration in the maritime trade
    environment.

Factor that could, individually or collectively, lead to positive
rating action on/upgrade of the National IFS Rating:

-- Seasoning of Turk P&I's business model over time, through
    sustained profitable growth while its regulatory solvency
    ratio remains comfortably above 100%.

Factors that could, individually or collectively, lead to negative
rating action on/downgrade of the National IFS Rating:

-- Deterioration in the company's business profile, due to for
    example inability to meet growth targets and maintain return
    on equity above inflation levels.

-- Regulatory solvency ratio below 100% for a sustained period.

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.


VOLKSWAGEN DOGUS: Fitch Affirms BB- IDR, Alters Outlook to Stable
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Volkswagen Dogus Finansman
A.S.'s (VDF) Long-Term Issuer Default Rating (IDR) to Stable from
Negative and affirmed the at IDR at 'BB-'.

The rating actions follow the revision of the Outlook on Turkey's
Long-Term IDR to Stable from Negative.

KEY RATING DRIVERS

The revision of VDF's Outlook primarily reflects reduced risks of
the downgrade of the Turkey's Country Ceiling. The Country Ceiling
captures transfer and convertibility risks and limits the extent to
which support from Volkswagen Financial Services AG (VWFS) or
Volkswagen AG (VW, BBB+/Stable) can be factored into VDF's
Long-Term Foreign-Currency IDRs. VDF is 51%-owned by VW and 49% by
Dogus holding. Dogus is a large Turkish conglomerate and a sole
importer of VW vehicles in Turkey.

The key rating drivers, ESG impact factors and rating sensitivities
for VDF are those outlined in Fitch's rating action commentary
published on 5 February 2021. VDF's National Long-Term Rating and
Support Rating are unaffected.

VDF's IDRs are driven by support from its controlling shareholder -
VWFS and ultimately from VW. Fitch considers VDF strategically
important to VW and VWFS, given its important role in supporting
the group's car sales in Turkey. VDF's Long-Term IDR is capped by
Turkey's 'BB-' Country Ceiling.

RATING SENSITIVITIES

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

-- Positive action on VDF's Long-Term IDR would mirror any
    positive action on the Turkish sovereign IDR.

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

-- VDF's Long-Term IDRs are likely to move in tandem with
    Turkey's Country Ceiling, which is currently in line with
    Turkey's sovereign IDR. The latter has a Stable Outlook.

-- Diminished support from VW, for example, as a result of
    dilution of ownership in the companies, a loss of operational
    control or diminishing of importance of the Turkish market
    could trigger a downgrade.

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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Ratings for VDF are linked to Turkey (sovereign) and Volkswagen AG

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 K R A I N E
=============

VF UKRAINE: S&P Affirms 'B' ICR on Solid Operating Performance
--------------------------------------------------------------
S&P Global Ratings revised upward VF Ukraine's stand-alone credit
profile (SACP) to 'bb-', but its transfer and convertibility (T&C)
assessment on Ukraine means it continues to cap its issuer credit
rating on VF Ukraine at 'B'.

S&P is affirming its 'B' issuer credit rating on VF Ukraine and its
'B' issue rating on the loan participation note (LPN) issued by VF
Ukraine's financing vehicle, VFU Funding PLC.

The stable outlook indicates that S&P expects revenue to grow by
about 8%-10%, with an adjusted EBITDA margin remaining stable above
50% in 2021 and 2022. Any upgrade or downgrade of VF Ukraine would
most likely stem from changes to our assessment of Ukraine's T&C.

Strong average revenue per user (ARPU) growth and continuous data
monetization will drive topline growth.

S&P said, "We expect increasing data usage per subscriber, along
with growth in smartphone penetration and 4G network development,
to enable ARPU to increase by about 10% in 2021, despite a
declining subscriber base. We expect revenue to increase by more
than 10% in 2020 and about 8%-10% in 2021."

High profitability should translate into strong free cash flow
(FCF) generation; despite high capital expenditure (capex) needs to
ramp up the company's 4G network.

VF Ukraine's adjusted EBITDA margins average above 50%, higher than
many other rated telecom operators in Europe, which generally have
30%-40% margins. S&P said, "We expect VF Ukraine's adjusted EBITDA
margins to expand to about 52% in 2020 due to cost saving
initiatives related to the COVID-19 pandemic. High margins and
capex needs--excluding spectrum costs--of about 20% of revenue
would therefore enable VF Ukraine to maintain solid FCF generation
and conversion. We expect FCF conversion--FCF excluding
spectrum/revenue--of well above 10% for 2020-2022. Additionally, we
expect FOCF to debt to remain well above 10% for 2020-2022."

VF Ukraine's conservative financial policy will help sustain the
credit metrics.

The company has a defined financial policy of maintaining net debt
to EBITDA of about 1.5x, which could increase to 2.0x in case of
acquisitions. Net debt to EBITDA of 1.5x translates to adjusted
debt to EBITDA of 1.8x. Since the issuance of loan participation
notes in January 2020, the company has not paid dividends or
invested in acquisitions because it remains focused on reducing net
debt to EBITDA. This provides a track record of a conservative and
supportive financial policy, which should help the company maintain
adjusted debt to EBITDA below 2x and FOCF to debt above 10%.

S&P assesses VF Ukraine as a highly strategic subsidiary of NEQSOL
Holding.

NEQSOL Holding is VF Ukraine's ultimate parent, directly and
indirectly owning a 100% stake in the company. It is a diversified
Azerbaijan-based company that operates in the telecommunications,
energy, and construction businesses. NEQSOL Holding's SACP is
stronger than VF Ukraine's because of its larger scale of
operations, more-diversified product profile, and stronger credit
ratios. However, its exposure to Ukraine, where it now generates
70% of EBITDA, constrains its creditworthiness. NEQSOL's group
credit profile is 'b+'.

S&P said, "We view VF Ukraine as a highly strategic part of the
group because it contributes more than 50% of group revenue. As
such, we consider it unlikely NEQSOL Holding will sell VF Ukraine
in the short to medium term. NEQSOL Holding demonstrated its
commitment to VF Ukraine when it acquired it in December 2019 and
injected $214 million of equity. We therefore consider VF Ukraine
important to the group's future strategy and expect the rest of the
group to support it.

"Our T&C assessment on Ukraine means we cap our issuer credit
rating on VF Ukraine at 'B'.

"Our T&C assessment on Ukraine reflects our view of the likelihood
that the Ukrainian government would restrict access to foreign
exchange liquidity for Ukrainian companies in the event of
sovereign default. Since VF Ukraine is a nonexport company and all
of its revenue comes from Ukraine, we cap our foreign currency
rating on it at 'B'.

"Our stable outlook reflects our expectation of solid revenue
growth of about 8%-10%, supported by price increases on the back of
data monetization. Together with stable adjusted EBITDA margins of
above 50% in 2021-2022, this should result in adjusted debt to
EBITDA below 2.0x and FOCF to debt above 10%.

"We could raise the rating on VF Ukraine if we raised our sovereign
rating or T&C assessment on Ukraine.

"We could lower the rating on VF Ukraine if we lowered our T&C
assessment on Ukraine."




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

BARDSLEY CONSTRUCTION: Administration Period Extended to 2022
-------------------------------------------------------------
Dan Whelan at North West Place reports that collapsed contractor
Bardsley Construction's administrator has sold two plots at
Dukinfield Golf Club to housebuilder Elan Homes for GBP1.8 million,
and extended the administration period for a further two years to
increase the chances of delivering a financial return for creditors
owed GBP45 million.

In its most recently published report on Bardsley Construction,
Duff & Phelps said a total of GBP1.2 million from the land sale
will go towards repaying the company's creditors, after GBP600,000
of the proceeds was apportioned to the company that owned the golf
club, North West Place relates.  That company is also now in
administration, North West Place notes.

Tameside-based Bardsley collapsed in December 2019 after running
into trouble on three major projects that caused a GBP3.2 million
hit to its bottom line, North West Place relays, citing previous
administrators' reports.

Duff & Phelps said in its latest report that 200 former employees
owed a combined GBP220,000 would be repaid in full, according to
North West Place.

The report said the company's unsecured creditors can also expect
to receive a dividend, although how much they will be paid is still
currently unknown, according to North West Place.

To maximise potential realisations of dues for creditors, the
administration period has been extended and is now scheduled to
conclude on December 18, 2022, three years after Duff & Phelps was
first appointed, North West Place discloses.

The rationale behind the extension, the administrator said, is to
recoup money owed by debtors that falls due in 2022, North West
Place notes.

Bardsley was on site with 11 design-and-build projects when it went
into administration, and was owed GBP11 million from its clients,
North West Place relays, citing the administrator.  So far, GBP1.4
million has been recovered from three clients, who are Trafford
Housing, Onward Homes and Regenda Group, North West Place notes.

However, even if the administrator manages to recoup additional
funds, there is ongoing uncertainty around the total value of
creditor claims, according to North West Place.


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

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

A XS2279559707    LT  AAAsf  New Rating    AAA(EXP)sf
B XS2279560036    LT  AAsf   New Rating    AA-(EXP)sf
C XS2279560200    LT  A+sf   New Rating    A(EXP)sf
D XS2279560465    LT  A+sf   New Rating    A-(EXP)sf
E XS2279560895    LT  CCCsf  New Rating    CCC(EXP)sf
X XS2279561356    LT  BBsf   New Rating    BB(EXP)sf
Z XS2279561513    LT  NRsf   New Rating    NR(EXP)sf

TRANSACTION SUMMARY

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

KEY RATING DRIVERS

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

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

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

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

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

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

Fitch believes this practice is less conservative than other prime
lenders. Fitch applied an increase of 1.3x to the FF for
self-employed borrowers with verified income instead of 1.2x, as
per its criteria.

RATING SENSITIVITIES

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

-- Stable to improved asset performance driven by stable
    delinquencies and defaults would lead to increasing credit
    enhancement and potential upgrades. Fitch tested an additional
    rating sensitivity scenario by applying a decrease in the FF
    of 15% and an increase in the recovery rate (RR) of 15%. The
    impact on the subordinated notes could be an upgrade of up to
    one notch.

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

CRITERIA VARIATION

Kensington may choose to lend to self-employed individuals with
only one year's income verification completed. Fitch believes this
practice is less conservative than that at other prime lenders.
Fitch applied an increase of 1.3x to the foreclosure frequency for
self-employed borrowers with verified income instead of the 1.2x
increase, as per its criteria. Excluding the criteria variation
results in no impact on the rated notes.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

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


HOTHORPE HALL: Sale Due to Be Completed Next Month, 44 Jobs Saved
-----------------------------------------------------------------
Adrian Troughton at LeicestershirveLive reports that jobs are set
to be saved and bookings guaranteed by the sale of a wedding and
entertainment venue near Lutterworth which had gone into
administration.

According to LeicestershirveLive, a buyer has been found for
Hothorpe Hall, Theddingworth, after it went into administration
last month following poor trading due to the coronavirus
restrictions.

The deal for Hothorpe Hall, worth GBP3.9 million, is due to be
completed next month, LeicestershirveLive discloses.

The new owner, who have not been named, has said it will honour
GBP1.4 million in deposits taken by the previous owners, including
for events which had to be postponed because of restrictions
brought in because of the Covid-19 pandemic, LeicestershirveLive
relays.

The Joint Administrators' proposals also said that all 44 staff,
currently furloughed, will be transferred to the new owners,
LeicestershirveLive notes.

Administrators, FRP Advisory, said they received huge interest in
the 55-bedroom venue near Theddingworth, with nearly 500 offers
received, LeicestershirveLive relates.


MARCUS WORTHINGTON: Deansgate to Complete North Western Hall
------------------------------------------------------------
Tom Houghton at BusinessLive reports that a new contractor has been
appointed to complete the redevelopment of the famous North Western
Hall, with a completion date now set for 2022.

Deansgate Contractors Ltd has been appointed to finish work on the
iconic building next to Liverpool Lime Street station after the
previous contractor Marcus Worthington and Company fell into
administration back in October 2019, BusinessLive relates.

It means the multimillion-pound redevelopment, which originally had
a completion date of 2020, is now on course to complete in March
next year, BusinessLive notes.

The developer behind the major overhaul, which will result in a
201-bed hotel with restaurant, bar and conference facilities, is
North Western Hall Investments Ltd., BusinessLive discloses.

It was announced on Feb. 24 that alongside Deansgate Contractors,
Silverstone Building Consultancy has been appointed to oversee the
project, on behalf of Fairfield Real Estate Finance, BusinessLive
recounts.

In October 2019, Marcus Worthington and Company fell into
administration, although the firm said work would continue on North
Western Halls, BusinessLive relays.

On Feb. 24, Silverstone confirmed Marcus Worthington is no longer
involved in the project, BusinessLive states.

The hotel operator will lease the building upon completion in March
next year, according to BusinessLive.


PREMIER FX: UK Financial Regulator Censures Business
----------------------------------------------------
Kirstin Ridley at Reuters reports that Britain's financial
regulator on Feb. 25 censured Premier FX, a now defunct company
that once operated in Portugal, Spain and Dubai, for "seriously
misleading" customers, failing to safeguard their money and for
misusing its payment accounts.

The Financial Conduct Authority (FCA) said it would have imposed a
substantial fine on the company if it had not already been in
liquidation or owed its 136 creditors, most of which are consumers,
roughly GBP9.2 million (US$13 million), Reuters relates.

Premier FX was regulated by the FCA for money transfers, Reuters
discloses.  But it misled customers into believing it could also
hold their funds indefinitely in secure, segregated client
accounts, protected by Britain's financial services compensation
scheme, Reuters recounts.

According to Reuters, the FCA said Peter Rexstrew, the sole
shareholder and director, controlled its operations, restricted
access to its bank accounts and dealt with nearly all transactions.
He died in 2018, when his children were appointed directors and
the firm unravelled, Reuters relays.

Mr. Rexstrew, a former foreign exchange trader in Britain,
Singapore and Australia, moved to Portugal in 2005, sold his London
home and invested the proceeds in a new foreign exchange business,
Reuters recounts.  His clients were often elderly Britons who
either lived in Portugal or Spain or had holiday homes there,
according to Reuters.

In the weeks following his death, Premier FX directors realised the
firm held insufficient funds to cover claims, Reuters states.  They
ceased trading and administrators were appointed in August 2018,
Reuters notes.


PUNCH TAVERNS: Moody's Affirms B1 Rating on 2 Note Tranches
-----------------------------------------------------------
Moody's Investors Service has downgraded the counterparty
instrument rating of the Liquidity Facility Agreement between Punch
Taverns Finance B Limited (the "Issuer") and HSBC Bank plc.:

Liquidity Facility Agreement Counterparty Instrument Rating
(Current Facility amount GBP57.2M), Downgraded to A2 (sf);
previously on Oct 9, 2014 Upgraded to Aa3 (sf)

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

GBP201 million (Current Outstanding amount GBP95.0M) Class A3
Notes, Affirmed B1 (sf); previously on Apr 23, 2020 Downgraded to
B1 (sf)

GBP220 million (Current Outstanding amount GBP203.8M) Class A6
Notes, Affirmed B1 (sf); previously on Apr 23, 2020 Downgraded to
B1 (sf)

GBP250 million (Current Outstanding amount GBP133.8M) Class A7
Notes, Affirmed B1 (sf); previously on Apr 23, 2020 Downgraded to
B1 (sf)

Moody's does not rate the Class B3 Notes.

RATINGS RATIONALE

The rating action on the Liquidity Facility Agreement CIR reflects:
a) the deterioration in the financial metrics of Punch Taverns
Finance B Limited and an increase in already-high leverage,
weakening the quality of the collateral underlying the transaction;
and b) Moody's expectation that after the lifting of the national
lockdown the hospitality sector will continue to be subject to
(limited) COVID-related restrictions in the short term with the
potential for localized higher levels of restrictions, delaying the
return of full financial health to businesses within the sector.

The rating affirmations on the Class A3, A6 and A7 Notes consider
the improved cash position of the transaction following the recent
sale [1] of 74 pubs as well as the (relative) benefit of the leased
and tenanted business model in minimizing costs whilst providing a
much-reduced, but ongoing, level of income. Moody's notes that the
transaction's cash balance [1] is still short of the amount
required to redeem the Class A3 notes in September 2021; however,
the current rating level is commensurate with the repayment risks.

UK Government restrictions on the entertainment and hospitality
sector in response to the COVID-19 pandemic continue to
significantly impact the transaction. The Issuer's main source of
income is revenue generated from pubs, bars and pub-restaurants
under a leased and tenanted business model and these cashflows have
been severely disrupted in the period since March 2020. As a
consequence of these restrictions and the inability of the pub and
restaurant sector to operate, the Issuer and Borrower have agreed
certain Covenant Amendments [2] with the transaction's controlling
noteholders, which allows for the financial covenant testing regime
to reference cashflows from the financial period in the immediately
preceding calendar year. As a consequence, the transaction reports
compliance with its covenant levels and the notes have not been
accelerated. The issued notes themselves have continued to pay
interest and scheduled principal without the need to draw on the
transaction's liquidity facility.

Pubs were first required to close due to COVID restrictions on
March 20, 2020, three days before the start of a national lockdown.
They reopened on July 04, 2020 under social distancing protocols;
operating restrictions on the sector continued to tighten through
curfews, rules of six and tiered restrictions until a new national
lockdown was announced on November 05, 2020 with pubs closed until
December 02, 2020. Further tiers followed, with pubs in Tier 4
required to close during the Christmas trading period. Another
(third) national lockdown was announced on January 04, 2021 which
again required all pubs to close. Currently, Punch have no sites
open although it continues to collect a proportion of the due
rental income on the pub estate. As of the date of this rating
action there are only indicative (and not definitive) dates by
which pubs may reopen for business.

The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
corporate assets and commercial real estate 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.

For the Liquidity Facility Agreement CIR, Moody's took into account
factors detailed in 'Moody's Approach to Counterparty Instrument
Ratings' published in July 2020.

Methodology Underlying the Rating Action:

The principal methodology used in rating the Class A3, A6 and A7
Notes was "Operating Company Securitizations Methodology" published
in April 2020.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

Factors that could lead to an upgrade of the ratings include: (i) a
significant improvement in the credit quality of the parent company
of the borrower; and (ii) strong trading performance of the
underlying pub estate, causing a significant improvement in metrics
above covenant levels.

Factors that may cause a downgrade of the ratings include: (i) a
significant deterioration of the credit quality of the parent
company of the borrower; (ii) weaker than anticipated trading
performance of the underlying pub estate, including further periods
of enforced closure; and (iii) failure to add to the transaction's
cash balance ahead of the upcoming final maturity of the Class A3
note in September 2021.

Factors that would lead to an upgrade or downgrade of Liquidity
Facility Agreement CIR:

A decrease of the probability of liquidity draws and/or an increase
of the underlying collateral value in the transaction may lead to
an upgrade. An increase of the probability of liquidity draws
and/or a decrease of the underlying collateral value in the
transaction may lead to a downgrade. Additionally, any draw on the
liquidity facility made close to its fixed maturity date increases
the likelihood of non-repayment and may also lead to a downgrade.


VICTORIA PLC: Moody's Gives B1 Rating on New EUR350M Secured Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a B1 instrument rating to
the new proposed EUR350 million backed senior secured notes to be
issued by Victoria plc, a leading supplier of flooring products.
Concurrently, Moody's has affirmed Victoria's B1 corporate family
rating, B1-PD probability of default rating and B1 instrument
rating on the existing EUR500 million backed senior secured notes
due 2024. The outlook on all ratings remains negative.

RATINGS RATIONALE

The ratings affirmation is also based on Moody's expectation that
the company will use the newly raised debt in combination with
equity to fund acquisitions later this year and will adhere to its
net leverage policy of 3x. Victoria has established a solid track
record of successful growth through acquisitions, including
expanding into the hard floor business in Europe in 2018, which
somewhat mitigates execution risk. Moody's also positively notes
that in November 2020 Victoria received unconditional commitments
from its new shareholder Koch Equity Development (KED), a
subsidiary of Koch Industries, Inc. (Aa3, stable) to invest up to
GBP175 million in the company through convertible preferred
shares.

The rating action also reflects Victoria's solid performance
despite the coronavirus pandemic. Victoria's flooring products
business was severely affected in April-May when coronavirus
induced lockdown measures were imposed in all the countries where
the company operates. However, a largely flexible cost structure,
government-supported furlough schemes, and decisive action by
management have enabled the company to stay largely cash neutral
during the first lockdown in Spring 2020 and return to positive
free cash flow generation shortly afterwards. Trading has since
recovered relatively quickly with strong demand supporting sales
which has been higher last year's levels since summer. Victoria
benefits from its focus on residential improvement and repair
segment which has been largely resilient as consumers have used
this period to improve their homes.

However, Moody's forecasts GDP for the UK and major euro area
economies to reach pre-pandemic level in 2022-23 only. In addition,
the short-term risks remain to the downside as persistent virus
fears and repeated outbreaks may limit recovery in demand. A
sizeable share of Victoria's clients are small and mid-size
companies, and these are more at risk the longer the pandemic
persists, although Moody's understands there has not been any
significant increase in bad debts so far.

The B1 CFR also reflects Victoria's: (1) leading positions within
the fragmented European soft flooring and ceramic tiles markets;
(2) focus on independent retail channels with greater customer
diversity and pricing power; (3) low exposure to the new
construction segment; and (4) solid cash flow generation ability.

The rating also reflects the company's (1) rapid pace of change
through a recent history of transformative acquisitions; (2)
activities in mature markets with limited growth and competitive
pressures; (3) sale of consumer discretionary items with exposure
to the economic cycle; and (4) raw material and currency
exposures.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Victoria's operating performance has been resilient,
but may be impacted should the pandemic lead to increased risk of
business insolvencies and lower demand.

The company is LSE listed and subject to the UK Corporate
Governance Code. The company's Board includes six members,
including four non-executive directors. Geoffrey Wilding, the
Executive Chairman, and Zachary Sternberg, a non-Executive Director
and co-founder of the Spruce House Partnership, represent two
largest shareholders who jointly own 38.2% of the company's
shares.

LIQUIDITY

The company's liquidity is good with around GBP130 million of cash
on the balance sheet as of October 3, 2020 before taking into
accounts KED's preferred equity and new notes proceeds. In
addition, Victoria's liquidity benefits from fully undrawn GBP75
million revolving credit facility (RCF) due December 2024. Moody's
expects the company to generate positive free cash flows of circa
GBP30-40 million per annum. The RCF is subject to a net leverage
springing covenant that is tested when the RCF is over 40% (i.e.
GBP30 million) drawn.

STRUCTURAL CONSIDERATIONS

The company's existing and proposed senior secured notes are rated
B1, in line with the CFR. A GBP75 million super senior RCF ranks
ahead of the notes. There is also other debt within the company's
financial structure, largely relating to pension obligations and
deferred consideration, which is expected to increase driven by
future acquisitions. Security largely comprises share pledges and a
debenture over assets in the UK and Australia, and guarantees are
provided from material companies representing at least 80% of
turnover, EBITDA and gross assets. KED's investment through
convertible preferred shares meets Moody's equity criteria.

RATING OUTLOOK

The negative outlook reflects the uncertainties regarding the
recovery from the pandemic crisis and a degree of execution risk in
regard to the prospective acquisitions. The outlook also assumes
that the company will focus on adhering to its financial policy of
maintaining net reported leverage at below 2.0x on a steady state
basis and below 3.0x to finance acquisitions.

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

Upward rating pressure would not arise until the coronavirus
outbreak is brought under control and major confinement measures
are lifted. Over time an upgrade in the ratings would require a
further period of growth in revenues and profitability.
Quantitatively the ratings could be upgraded if Moody's-adjusted
leverage reduces sustainably below 3.5x, with free cash flow / debt
above 10% and the company maintaining satisfactory liquidity.

The ratings could be downgraded if Moody's-adjusted leverage
remains above 5x for a sustained period, if free cash flow / debt
reduces towards zero for a sustained period, or if liquidity
concerns arise.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.

COMPANY PROFILE

Victoria plc was founded in 1895 in the United Kingdom, and is an
international designer, manufacturer and distributor of flooring
products across carpets, ceramic tiles, underlay, luxury vinyl
tile, artificial grass and flooring accessories. Victoria is listed
on AIM in London with a market capitalisation of GBP878 million (as
of February 18, 2021). In fiscal 2020 the company generated GBP622
million of revenue and GBP118 million of company adjusted EBITDA.


WARD RECYCLING: Halts Trading, Council Takes Over Collections
-------------------------------------------------------------
Letsrecycle.com reports that North East England business Ward
Recycling Ltd has ceased trading, prompting at least one local
authority, Bolsover district council, to take its collection
contract in-house.

Ward Recycling Ltd (company number 04373217) has its registered
office in Northallerton with operational facilities in
Middlesbrough and elsewhere.

With a range of aspects to its business and despite challenges
within certain parts -- particularly to do with a fibre-sorting
facility which supplied material to Palm Recycling (part of the
Palm Paper group) -- it had hoped to pull through its financial
challenges, Letsrecycle.com relates.

Bolsover district council said that its recycling contractor, Ward
Recycling Limited, has gone into administration, Letsrecycle.com
notes.

According to Letsrecycle.com, in a statement published on Feb. 23,
Bolsover district council announced its recycling collections were
now in-house, once it became clear that the Middlesbrough-based
recycling company was to "cease operating".

It added that it had to react "extremely quickly", and transferred
all vehicles, and up to 12 members of staff from the company,
Letsrecycle.com relays.

The district council emphasized that residents would not see any
changes to the "burgundy-coloured" recycling bin collections and
that the service would continue "uninterrupted", Letsrecycle.com
discloses.

In its accounts for the year ended January 31, 2019, published in
April 2020, Ward Recycling reported a pre-tax loss of just over
GBP1 million in the financial year (to January 31, 2018 it lost
GBP121,000), Letsrecycle.com notes.  The latest accounts are
overdue and were due by January 29, 2021, Letsrecycle.com states.
On January 29, 2021, HSBC bank registered a fixed and floating
charge on the company's assets at Companies House, Letsrecycle.com
recounts.

Ward Recycling reported in the financial statement for the year to
January 2019 that it was "heavily reliant" on continued support of
the company's bankers, HSBC plc, particularly in respect to its
short-term loans drawn to build the GBP6.1 million fibre sort
facility, according to Letsrecycle.com.

It added that delays in bringing the Hartlepool facility into
operation resulted in "significant increases" in costs during 2019,
while revenues did not start, Letsrecycle.com notes.

The statement also commented that Ward Recycling was "over reliant"
on one customer, Palm Recycling Limited, which sourced materials
for the facility, Letsrecycle.com relates.  It said that as a
result, the company was potentially "over exposed" to Palm
Recycling, according to Letsrecycle.com.




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

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

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

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

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

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

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

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

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



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *