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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

          Thursday, March 4, 2021, Vol. 22, No. 40

                           Headlines



F I N L A N D

SPA HOLDINGS: Moody's Assigns First Time B2 Corp Family Rating


G E O R G I A

GEORGIAN OIL: S&P Alters Outlook to Negative & Affirms 'BB-/B' ICRs


I R E L A N D

CARLYLE GLOBAL 2016-2: Moody's Gives (P)B2 Rating on Cl. E-R Notes
CIMPRESS PLC: Moody's Affirms B1 CFR & Alters Outlook to Stable
EURO-GALAXY III: S&P Assigns Prelim. B- Rating on Cl. F Notes


I T A L Y

[*] Moody's Takes Actions on 3 Italian RMBS Issued 2018-2020


L U X E M B O U R G

CORESTATE CAPITAL: S&P Lowers ICR to 'BB-', Outlook Stable
PRONOVIAS (CATLUXE): S&P Raises ICR to 'CCC', Outlook Negative


N E T H E R L A N D S

BME GROUP: Moody's Affirms B3 CFR on Robust Operating Performance
BME GROUP: S&P Affirms 'B' ICR on Debt-Funded Share Repurchase


N O R W A Y

NORWEGIAN AIR: Withdraws Requests to Repudiate 36 Aircraft Leases


R U S S I A

BANK ONEGO: Bank of Russia Ends Provisional Administration
ROSBUSINESSBANK: Bank of Russia Ends Provisional Administration


U N I T E D   K I N G D O M

EG GROUP: Moody's Assigns B3 Rating to New $1.4BB Secured Notes
FAZENDA: Bought Out of Administration in Pre-Pack Deal
GREENSILL CAPITAL: Prepares to File for Insolvency in UK
RESTAURANT GROUP: Secures New Loan to Shore Up Finances
SPA HOLDINGS 3: S&P Assigns Preliminary 'B' LT Issuer Credit Rating

TRONOX HOLDINGS: Moody's Rates New $625M Sr. Unsecured Notes 'B3'

                           - - - - -


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F I N L A N D
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SPA HOLDINGS: Moody's Assigns First Time B2 Corp Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and B2-PD probability of default to Spa Holdings 3 Oy, a holding
company of the Finnish producer of specialty papers and fiber-based
solutions Ahlstrom-Munksjo Oyj (A-M). Moody's has also assigned B2
instrument ratings to the proposed EUR1,000 million equivalent
senior secured first lien term loans and the proposed EUR325
million senior secured revolving credit facility issued by Spa
Holdings 3 Oy. The outlook on the ratings is stable.

RATINGS RATIONALE

The rating is supported by A-M's leading market positions in niche
markets for high-performance fiber-based materials; its broad
geographic diversification in terms of manufacturing footprint and
end-market exposure; good fundamental growth perspectives from an
increasing ESG awareness and a growing demand for sustainable/
recyclable products; and the company's resilient and cash
generative business evidenced by its robust performance during the
pandemic in 2020.

However, the rating is constrained by the company's relatively high
starting leverage that Moody's estimates at around 6x (Moody's
adjusted gross debt/ EBITDA) following the recent change in
ownership; its exposure to volatile pulp prices which is mitigated
by 40-45% backward integration into pulp production; relatively
weak cash flow based credit metrics; execution risk and delivering
on intended cost reductions and efficiency gains, resulting in
restructuring expenses we normally do not adjust for; and an event
risk associated with potential larger bolt-on acquisitions, though
mitigated by eventual asset disposals. Moody's expect some
deleveraging of the capital structure through targeted EBITDA
growth. However, the current recovery in pulp prices and the time
lag until A-M can pass higher costs on through price increases will
likely delay meaningful EBITDA growth at least until H2 2021.

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook reflects Moody's expectation of a gradual
deleveraging in the coming 12-18 months, resulting from both
business recovery after the Covid-19 induced shock in 2020 and the
active profitability enhancing initiatives. Furthermore, the stable
outlook is conditional upon Ahlstrom-Munksjo Oyj maintaining an at
least adequate liquidity profile.

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

Positive rating pressure could arise if:

Moody's adjusted gross leverage were to sustain below 5.5x;

Moody's adjusted retained cash flow -- capex/ debt were
approaching 5%

Moody's adjusted EBITDA margin were to strengthen towards
mid-teens;

Conversely, negative rating pressure could arise if:

Moody's adjusted gross leverage were to increase above 6.5x;

Moody's adjusted retained cash flow -- capex/ debt were to decline
below 0%;

Moody's adjusted EBITDA margin were to deteriorate below 10%;

The company's liquidity profile were to weaken as a results of
negative FCF, shareholder distributions or M&A

STRUCTURAL CONSIDERATION

In the loss given default (LGD) assessment for Spa Holdings 3 Oy,
Moody's ranks pari passu the proposed new 7-year EUR1,000 million
equivalent first lien senior secured term loans, the proposed new
7-year EUR650 million equivalent of other secured debt and the
proposed new 6.5-year EUR325 million senior secured RCF, which
share the same collateral package and guarantees from all
substantial subsidiaries of the group representing at least 80% of
consolidated EBITDA. The term loans and RCF are thus rated in line
with the corporate family rating of B2. Moody's assumes a standard
recovery rate of 50% due to the covenant lite package consisting of
bonds and loans.

LIQUIDITY

The liquidity profile of A-M following the proposed financing is
good. This is reflected in around EUR60 million of unrestricted
cash complemented by EUR325 million of undrawn revolving credit
facility (RCF) at deal closure and Moody's expectation of a
positive free cash flow generation in the next four to six
quarters. The RCF with 6.5 years to maturity contains a springing
covenant set at 7.75x senior secured net leverage ratio tested
quarterly only when the facility is more than 40% drawn. The
covenant will not be tested in the first three quarters following
the closing date. Moody's views these sources as sufficient to
cover any cash flow seasonality. After the envisaged transaction,
there will be no maturities until 2028, when senior secured term
loans and other secured debt will mature.

Moody's also notes the existence of supplier financing (reverse
factoring) in the amount of EUR76 million, which can potentially
create an additional liquidity requirement if the line is canceled.
However, this amount is currently well covered by existing
liquidity sources (cash and the undrawn RCF).

ESG CONSIDERATIONS

Despite the fact that the paper and paper-packaging industry is a
fairly large consumer of energy and water in the production
processes, with occasional environmental incidents, Moody's scores
it as "moderate risk" in its environmental heat map, not expecting
a material impact on the overall credit quality of most companies
over the next five years.

Ahlstrom-Munksjo Oyj in fact can benefit from a shift toward more
sustainable economy and a growing trend of prohibiting the use of
plastics in food packaging. With its fiber-based solutions the
company provides a renewable option to plastic packaging, enhance
the health and safety and promote circular economy.

Social considerations for A-M are predominantly related to health
and safety of its employees, employee development as well as gender
equality and diversity. Specifically, the company pursues a zero
accident rate and provides at least 15 hours of training on
tailored safety training per employee. In 2019 the company
established short- and long-term gender and diversity targets in
order to close the gender gap and to have at least the same gender
representation in management as in the total workforce.

Ahlstrom-Munksjo Oyj is in the process of being taken private from
public by the consortium led by Bain Capital. The private equity
firm's holding would be 55% while the founding families would share
the rest once the transaction is closed. As a result, Moody's
expects A-M's financial policy to favour shareholders over
creditors as evidenced by its higher leverage tolerance following
the ownership change.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Helsinki, Finland, Ahlstrom-Munksjo Oyj is a
global leader in sustainable and innovative fiber-based solutions.
Through its 45 plants spread across 14 countries in Europe, North
and South America as well as in Asia the group services more than
7,000 customers from various end-markets in over 100 countries. In
2020, Ahlstrom-Munksjo Oyj generated approximately EUR2.7 billion
of revenue and employed around 8,000 people worldwide. The company
was formed through the merger of Ahlstrom and Munksjo in 2017 and
is now in the process of being acquired by a consortium led by Bain
Capital Private Equity that would take the company private from
public.




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G E O R G I A
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GEORGIAN OIL: S&P Alters Outlook to Negative & Affirms 'BB-/B' ICRs
-------------------------------------------------------------------
S&P Global Ratings, on Feb. 26, 2021, revised the outlook on its
sovereign credit rating on the government of Georgia to negative
from stable.

S&P expect Georgia Oil & Gas Corp. JSC (GOGC) and Georgian Railway
JSC (GR) will continue to demonstrate resilient operating
performance and manage their liquidity needs.

Given the companies' close ties with the government, S&P believes
they could be exposed to the country's longer-term macroeconomic
pressures and the state's capacity to support them could somewhat
weaken.

S&P therefore revised its outlook on GOGC to negative from stable
and maintained the negative outlook on GR, while affirming its
'BB-/B' long- and short-term issuer credit ratings (ICRs) on GOGC
and 'B+/B' ICRs on GR.

The rating actions follow S&P's outlook revision on Georgia to
negative from stable amid a larger impact on the country's export
performance from the COVID-19 pandemic than it previously
anticipated and risks to foreign investment inflows.

Georgian Oil & Gas Corp. JSC

Rationale

The outlook revision on GOGC mirrors the similar action on Georgia.
  S&P said, "Our rating on GOGC currently includes one notch of
uplift to reflect our expectation of a very high likelihood of
state support. The negative outlook on the sovereign implies the
risk of weaker state support going forward. However, the rating
affirmation also reflects our unchanged view on the company's
stand-alone credit profile (SACP) of 'b+'. Our SACP assessment
incorporates the resilient performance of the group's core
operations (thanks to favorable electricity sales arrangements for
the Gardabani-1 and -2 power plants), the new EUR217 million loan
agreement signed with the European Bank for Reconstruction and
Development aimed to refinance the $250 million Eurobond maturing
in April 2021, and the two large investment projects, Gardabani-3
and an underground gas storage facility, to be executed in the next
three years, which could lead to negative free operating cash flow
(FOCF)."

Outlook

The negative outlook mirrors that on the sovereign, since S&P will
likely lower its rating on GOGC if we downgrade Georgia, all else
being equal.

Downside scenario:  Pressure on the rating might also arise if S&P
revises the SACP to 'b-' from the current 'b+'. Although it sees
this as unlikely at this stage, it could occur if:

-- The company's debt to EBITDA was sustainably and consistently
above 4x, with no prospects of recovery in the short term. This
could happen, for example, if there were significant project cost
overruns related to Gardabani-3 or the underground gas storage
facility, higher dividend pressure (S&P currently expects no payout
from 2021), and continued compression of gas trading margins.

-- There are significant unfavorable changes in the existing gas
purchase and sale framework, amendments to the operational
framework of Gardabani-1 and -2, or government pressure emerges to
provide significant support to other government-related entities.

Upside scenario:  S&P might revise the outlook back to stable if it
revises the outlook on Georgia back to stable.

Georgian Railway JSC

Rationale

S&P said, "We continue view the upcoming refinancing of the $500
million notes, due in July 2022, as a near term material credit
risk for GR and therefore maintain our negative outlook on the
ratings.  The local market is too small to provide sufficient
liquidity and the company will likely resort to international
capital markets, which remain challenging for emerging market
issuers, or rely on state support. GR has initiated discussions
with investors and partner banks and we understand management
expects to complete debt refinancing well ahead of the maturities,
in second-quarter 2021.

"Our rating factors in one notch of uplift to reflect our
expectation of a very high likelihood of extraordinary state
support.  Weakening sovereign credit quality could weigh on the
government's ability to provide support. In addition, despite its
high share of transit flows, we can't rule out that GR's operations
could be exposed to the country's weakening macroeconomic
fundamentals and continuing global economic uncertainty stemming
from the pandemic. Based on interim 2020 data, GR's operating
performance was relatively resilient in terms of freight turnover
and EBITDA generation, even though freight transportation volumes
have been relatively volatile historically. Therefore, we are
affirming the long term rating at 'B+' based on a very high
likelihood of extraordinary state support and the unchanged 'b'
SACP."

Outlook

The negative outlook on GR reflects pressure on Georgia's economy
as well as a potential liquidity risk related to the upcoming
refinancing of the $500 million bonds due July 2022. S&P believes
GR might face exposure to very volatile international capital
markets to access refinancing, given the lack of capacity in the
local market.

Downside scenario:  S&P could downgrade GR if the SACP deteriorated
significantly because of:

-- A material depletion of its liquidity buffers, due to limited
access to international capital markets in light of upcoming
refinancing needs or the accelerated reduction of cash reserves
through capital spending or unexpected cash outflows, such as
dividends, acquisitions, or loss of cash in weak banks.

-- The absence of supportive measures from the state aiming to
improve the company's capital structure. We believe that, assuming
only moderate improvements in GR's operating performance, it is
unlikely to generate sufficient cash to repay the $500 million bond
in July 2022.

-- Decreasing cargo volumes or markedly lower tariffs, translating
into lower revenue and funds from operations.

S&P could also consider a negative rating action on GR if it
downgrades Georgia, all else being equal. However, this rating
action will not be automatic.

Upside scenario:  To revise the outlook back to stable S&P would
need to consider the following:

-- GR's timely refinancing of the $500 million bonds due July
2022;

-- The resilience of the SACP, currently assessed at 'b', which
could be supported by resilient freight turnover and EBITDA
generation and no material increase in debt leverage;

-- A government strategy and articulated plan to strengthen GR's
capital structure or provide ongoing state support; and

-- S&P's sovereign rating on Georgia.

  Ratings Score Snapshot

  Georgian Oil & Gas Corp. JSC

   Issuer Credit Rating: BB-/Negative/B
   Business risk: Weak
   Country risk: High
   Industry risk: Moderately high
   Competitive position: Fair
   Financial risk: Aggressive
   Cash flow/Leverage: Aggressive

   Anchor: b+

  Modifiers

  Diversification/Portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Liquidity: Adequate (no impact)
  Financial policy: Neutral (no impact)
  Management and governance: Fair (no impact)
  Comparable rating analysis: Neutral (no impact)
  Stand-alone credit profile: b+

  Sovereign rating: BB
  Likelihood of government support: Very high (+1 notch)

  Georgian Railway JSC

   Issuer Credit Rating: B+/Negative/B
   Business risk: Weak
   Country risk: High
   Industry risk: Low
   Competitive position: Weak
   Financial risk: Highly leveraged

   Cash flow/leverage: Highly leveraged

   Anchor: b

  Modifiers

   Diversification/portfolio effect: Neutral (no impact)
   Capital structure: Neutral (no impact)
   Financial policy: Neutral (no impact)
   Liquidity: Adequate (no impact)
   Management and governance: Fair (no impact)
   Comparable rating analysis: Neutral (no impact)
   Stand-alone credit profile: b

   Related government rating: BB
   Likelihood of government support: Very high (+1 notch)

  Ratings List

  Ratings Affirmed; Outlook Action  
                                 To          From
  Georgian Oil and Gas Corp. JSC

  Issuer Credit Rating    BB-/Negative/B   BB-/Stable/B
  Senior Unsecured              BB-           BB-

  Ratings Affirmed  
  
  Georgian Railway JSC
   Issuer Credit Rating   B+/Negative/B    B+/Negative/B
   Senior Unsecured              B+            B+




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I R E L A N D
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CARLYLE GLOBAL 2016-2: Moody's Gives (P)B2 Rating on Cl. E-R Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to Notes to be issued by Carlyle
Global Market Strategies Euro CLO 2016-2 Designated Activity
Company (the "Issuer"):

EUR3,000,000 Class X Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aaa (sf)

EUR248,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR25,500,000 Class A-2A-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR14,500,000 Class A-2B-R Senior Secured Fixed Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR28,000,000 Class B-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR24,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR20,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba2 (sf)

EUR12,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B2 (sf)

RATINGS RATIONALE

The rationale for the ratings are 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-R Notes,
Class A-2 Notes, Class B-R Notes, Class C-R Notes, Class D-R Notes
and Class E Notes due 2030 (the "Original Notes"), previously
issued on December 15, 2016 (the "Original Closing Date") or on
June 6, 2019. 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 EUR44,500,000
of subordinated notes, which will remain outstanding. In addition,
the Issuer will issue EUR14,750,000 of additional subordinated
notes on the refinancing date. The terms and conditions of the
subordinated notes will be amended in accordance with the
refinancing notes' conditions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1-R Notes. The
Class X Notes amortise by 12.5% or EUR375,000 over the first eight
payment dates, starting on the second payment date.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 97% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the c.a. 4 month ramp-up period in compliance with the
portfolio guidelines.

CELF Advisors LLP ("CELF") 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 or 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:

Par Amount: EUR 400,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 3150

Weighted Average Spread (WAS): 3.85%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 45.00%

Weighted Average Life (WAL): 8.5 years


CIMPRESS PLC: Moody's Affirms B1 CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Cimpress plc's credit ratings,
including the B1 corporate family rating and upgraded the company's
speculative grade liquidity rating to SGL-2 from SGL-3 reflecting
improved liquidity. Moody's also affirmed the ratings at the
company's subsidiary, Cimpress USA Incorporated, including the
senior secured credit facility at Ba2. Rating outlooks at Cimpress
plc and Cimpress USA Incorporated were changed to stable from
negative.

The affirmation of the B1 CFR and change of outlook to stable from
negative reflect a rebound in the company's operating performance
following a period of weaker performance in the early stages of the
pandemic and Moody's expectation for continued recovery, with
further cash flow and leverage improvements over the next 12-18
months. Supported by the improved financial performance, Cimpress
elected to exit the covenant suspension period in its credit
agreement early and plans to redeem the $300 million 12% senior
secured second lien notes on or soon after the first possible
redemption date of May 15, 2021 using proceeds from its credit
facility [1]. If executed as planned, the redemption will be
leverage neutral as the repayment will increase the revolver
balance in the short term, but Moody's expects that the revolver
borrowing will be repaid from cash flows over time. Moody's views
the planned repayment of expensive second lien debt as credit
positive because it will reduce the interest burden, thus improving
cash flows and the company's ability to delever beyond Moody's
previous expectations. Moody's anticipates debt to EBITDA to remain
elevated and above pre-pandemic levels, at around 4.7x (Moody's
adjusted) by the end of fiscal 2021. Moody's also projects that in
the absence of share repurchases and debt-funded M&A, leverage can
improve closer to 4x (Moody's adjusted) by the end of fiscal 2022.
Moody's expects that Cimpress will continue to pause its share
repurchases to preserve liquidity until leverage is comfortably
within its target range.

Moody's still expects fiscal 2021 to remain challenging for
Cimpress as many of the sectors Cimpress operates in haven't fully
recovered, yet expectations are for the company to steadily improve
credit metrics.

Affirmations:

Issuer: Cimpress plc

Probability of Default Rating, Affirmed B1-PD

Corporate Family Rating, Affirmed B1

Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2)

Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)

Issuer: Cimpress USA Incorporated

Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2)

Upgrades:

Issuer: Cimpress plc

Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Outlook Actions:

Issuer: Cimpress plc

Outlook, Changed To Stable From Negative

Issuer: Cimpress USA Incorporated

Outlook, Changed To Stable From Negative

RATINGS RATIONALE

Cimpress' B1 CFR reflects the company's entrenched position and
well-known brand, albeit in the highly competitive online custom
print market. It also factors in the company's good liquidity,
improving cash flows and Moody's expectation of steady improvements
in credit metrics as the operating environment continues to
stabilize. The rating is further supported by governance
considerations, specifically the company's leverage policy that
targets Debt to EBITDA of under 3.5x (bank definition, before
Moody's adjustments). The company's earnings remain highly
vulnerable to business and consumer sentiment as a result of the
coronavirus outbreak and the uncertain economic recovery across the
company's markets. There is still significant pressure on demand
for Cimpress print marketing and consumer products across several
of the company's business lines. Over a longer time horizon, there
are risks of digital substitutions for certain key products, such
as advertising-related end products or business cards.

LIQUIDITY

The company's SGL-2 rating reflects good liquidity supported by
positive and improving internally generated cash flows and a large
$850 million (which is nearly one third of sales) committed
revolving credit facility that currently has November 2024 maturity
(it will shift to February 2025 once the second lien note is
repaid). Assuming the $300 million second lien note will be paid
off using revolver borrowing in May, Moody's expects that revolver
utilization over the next 12-18 months will be higher than
historically but availability will be at least $250 million
proforma for the draw to pay down the second lien debt and will
increase over time.

Cimpress has a favorable debt maturity ladder with no funded debt
coming due until 2025 when the term loan comes due, proforma for
the second lien debt redemption. With about $37 million in cash as
of 12/31/20, $590 million availability on the $850 million revolver
and projected cash flow in the $130-$160 million range in fiscal
2021, Cimpress has good liquidity to cover the $300 million
voluntary second lien note redemption in May, $100 million in capex
and mandatory term loan amortization from internal resources and
revolver borrowing.

On February 16, 2021, Cimpress elected to exit the covenant
suspension period early (it was not expiring until 12/31/21) and
amended its maintenance covenants to allow for additional headroom
over the requirements. Through and including September 30, 2022,
the agreement will be governed by maximum leverage ratio of 5.25x
(to revert to 4.75x when the covenant adjustment period ends,
starting with a quarter ending 12/31/2022), maximum senior secured
leverage ratio of 3x (reverts to 3.25x), and a minimum interest
coverage ratio of 3x (which will have the second lien interest
retroactively excluded from the calculation of the second lien note
is repaid). Moody's expects comfortable cushion relative to the
amended maintenance covenants in the credit facility.

ESG CONSIDERATIONS

Cimpress' social risk is elevated. Technological advancement is
impacting the way customers consume data. Due to ongoing
digitalization for some key advertising-related end products,
Moody's consider Cimpress' longer-term risk of digital substitution
when assessing the company's business strength.

From a governance perspective, Moody's considers Cimpress'
commitment to moderate leverage one of key credit considerations
supporting the rating.

Prescott General Partners LLC (PGP) and Spruce House Investment
Management LLC (Spruce House), together hold roughly 30% of the
company's publicly traded stock. PGP, Spruce House and the
company's Chairman and CEO Robert Keane hold a roughly 40%
representation on the company's board, which can be a credit risk
if the concentrated ownership results in equity interests being
prioritized over creditor interests.

STRUCTURAL CONSIDERATIONS

The instrument ratings reflect the probability of default of the
company, as reflected in the B1-PD Probability of Default Rating,
an average expected family recovery rate of 50% at default given
the mix of secured and unsecured debt in the capital structure, and
the particular instruments' ranking in the capital structure. The
senior secured credit facility is rated Ba2, two notches above the
CFR, reflecting its senior ranking with respect to the senior
unsecured notes, which are rated B3, and the currently outstanding
$300 million secured second lien note due 2025 (unrated). Cimpress
has $1 billion of first lien secured debt including the full
revolver commitment ($150 million term loan and $850 million
revolver), which is currently ranked above $900 million total of
secured second lien notes and unsecured notes combined.

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

The ratings could be downgraded if FCF/Debt is maintained in the
mid-single digit percent range or below or if earnings deteriorate
or the debt balance rises such that Moody's expect Debt/EBITDA to
be sustained at 5x or higher. A downgrade could result if operating
performance fails to show continued signs of recovery in the second
half of calendar 2021 as demonstrated by quarter over quarter
revenue growth or if liquidity substantially weakens. More
aggressive financial policies, as evidenced by a resumption of
share repurchases before the company delivers to its long-term
target range would also create pressure on the ratings.

The ratings could be upgraded if debt-to-EBITDA is sustained below
4x (Moody's adjusted) with conservative financial policies
supportive of leverage remaining at such levels. In addition, an
upgrade will be based on the company's ability to improve and
sustain its organic revenue growth rates in the mid-single digit
percent range and maintain good or very good liquidity.

Headquartered in Dundalk, Ireland, Cimpress plc is a provider of
customized marketing products and services to small businesses and
consumers worldwide, largely comprised of printed and other
physical products. Revenue for the twelve months ended December 31,
2020 was approximately $2.4 billion.

The principal methodology used in these ratings was Media Industry
published in June 2017.


EURO-GALAXY III: S&P Assigns Prelim. B- Rating on Cl. F Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to
Euro-Galaxy III CLO DAC's class A, B-1, B-2, C, D, E, and F notes.
At closing, the issuer will also issue EUR42.15 million of unrated
subordinated notes.

The transaction is a reset of the existing Euro-Galaxy III CLO,
which originally closed in December 2013 (and has already been
reset in 2016 and refinanced in 2019). The issuance proceeds of the
refinancing notes will be used to redeem the refinanced notes
(class AR-RR, A-RR, B-1RR, B-2RR, C-RR, D-RR, E-RR, and F-RR notes
of the latest Euro-Galaxy III transaction) and pay fees and
expenses incurred in connection with the reset.

The reinvestment period, originally scheduled to last until January
2021, will be extended to April 2023. The covenanted maximum
weighted-average life will be 7.1 years from closing. The target
par will be reduced to EUR368.7 million from EUR369.2 million
modelled in 2019 for the transaction's refinancing.

Under the transaction documents, the manager will be allowed to
purchase loss mitigation obligations in connection with the default
of an existing asset with the aim of enhancing the global recovery
on such obligor. The manager will also be allowed to exchange
defaulted obligations for other defaulted obligations from a
different obligor with a better likelihood of recovery.

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

  Portfolio Characteristics

  S&P Global Ratings weighted-average rating factor  2833.02
  Default rate dispersion                             677.62
  Weighted-average life (years)                         4.38
  Obligor diversity measure                           129.06
  Industry diversity measure                          23.33
  Regional diversity measure                            1.41
  Weighted-average rating                                'B'
  'CCC' category rated assets (%)                       7.44
  'AAA' weighted-average recovery rate                 36.78
  Floating-rate assets (%)                             98.57
  Weighted-average spread (net of floors; %)            3.67

S&P said, "In our cash flow analysis, we modelled the target par
amount of EUR368.7 million, a weighted-average spread of 3.50%, the
reference weighted-average coupon of 5.50%, and the minimum
weighted-average recovery rates as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our credit and cash flow analysis shows that the class B-1, B-2,
C, D, and E notes benefit from break-even default rate (BDR) and
scenario default rate (SDR) cushions that we would typically
consider to be in line with higher ratings than those assigned.
However, as the CLO will be in reinvestment phase until April 2023,
during which the transaction's credit risk profile could
deteriorate, we have capped our preliminary ratings on the notes.

"Our credit and cash flow analysis highlighted above shows that the
class F notes benefit from a BDR-SDR cushion that we would
typically consider to be in line with a lower rating than 'B-
(sf)'. However, considering the long-term annual default rate of
3.1% and the portfolio WAL of 4.38 years, we believe the class F
note can sustain the steady-state scenario. We also do not consider
the class F notes to be currently vulnerable to non-payment.
Therefore, following the application of our "Criteria For Assigning
'CCC+', 'CCC', 'CCC-', And 'CC' Ratings," we have assigned a 'B-
(sf)' preliminary rating to the class F notes."

Elavon Financial Services DAC is the bank account provider and
custodian. The manager can purchase up to 20% non-euro assets
subject to entering into perfect asset swaps. The transaction
participants' documented replacement provisions are in line with
our counterparty criteria for liabilities rated up to 'AAA'.

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

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

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

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
to five of the 10 hypothetical scenarios we looked at in our
publication "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020.

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

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

PineBridge Investments Europe Ltd. is the collateral manager and
Credit Industriel et Commercial is the junior collateral manager.
Under S&P's "Global Framework For Assessing Operational Risk In
Structured Finance Transactions," published on Oct. 9, 2014, the
maximum potential rating on the liabilities is 'AAA'.

  Ratings List

  Class   Prelim.  Prelim. amount  Interest               Sub (%)
          rating    (mil. EUR)     rate*
  -----   -------  --------------  ---------              -------
  A       AAA (sf)    228.5    Three/six-month EURIBOR   38.03
                                   plus 0.62%

  B-1     AA (sf)      10.00       1.60%                     27.92

  B-2     AA (sf)      27.25    Three/six-month EURIBOR   27.92
                                   plus 1.40%

  C       A (sf)       23.00       Three/six-month EURIBOR   21.68
                                   plus 2.35%

  D       BBB (sf)     22.00    Three/six-month EURIBOR   15.72
                                   plus 3.25%

  E       BB- (sf)     22.00       Three/six-month EURIBOR    9.75
                                   plus 5.52%

  F       B- (sf)      10.00       Three/six-month EURIBOR    7.04
                                   plus 7.98%

  Sub     NR           42.15       N/A                        N/A

*The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
N/A--Not applicable.
NR--Not rated.




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

[*] Moody's Takes Actions on 3 Italian RMBS Issued 2018-2020
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of six notes and
affirmed the ratings of eight notes in three Italian RMBS deals
currently serviced by UniCredit S.p.A. The rating action reflects
better than expected collateral performance and the increased
levels of credit enhancement for the affected notes.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain the current ratings on the affected
notes.

Issuer: Capital Mortgage S.r.l. (BIPCA Cordusio RMBS)

EUR185.5M Class A2 Notes, Affirmed Aa3 (sf); previously on Oct 25,
2018 Downgraded to Aa3 (sf)

EUR61.8M Class B Notes, Affirmed Aa3 (sf); previously on Oct 25,
2018 Downgraded to Aa3 (sf)

EUR14.3M Class C Notes, Upgraded to Aa3 (sf); previously on Oct
25, 2018 Affirmed A1 (sf)

EUR18M Class D Notes, Affirmed Baa1 (sf); previously on Oct 25,
2018 Downgraded to Baa1 (sf)

EUR5.5M E Notes, Affirmed Baa3 (sf); previously on Oct 25, 2018
Affirmed Baa3 (sf)

Issuer: Capital Mortgage S.r.l. (Capital Mortgages Series 2007-1)

EUR1736M Class A1 Notes, Upgraded to Aa3 (sf); previously on Apr
24, 2020 Upgraded to A1 (sf)

EUR644M Class A2 Notes, Upgraded to Aa3 (sf); previously on Apr
24, 2020 Upgraded to A1 (sf)

EUR74M Class B Notes, Affirmed B2 (sf); previously on Apr 24, 2020
Upgraded to B2 (sf)

EUR25.35M Class C Notes, Upgraded to Caa1 (sf); previously on Nov
27, 2012 Downgraded to Ca (sf)

Issuer: Cordusio RMBS Securitisation S.r.l. - Series 2007

EUR738.6M Class A3 Notes, Affirmed Aa3 (sf); previously on Apr 24,
2020 Affirmed Aa3 (sf)

EUR71.1M Class B Notes, Affirmed Aa3 (sf); previously on Apr 24,
2020 Affirmed Aa3 (sf)

EUR43.8M Class C Notes, Affirmed Aa3 (sf); previously on Apr 24,
2020 Affirmed Aa3 (sf)

EUR102M Class D Notes, Upgraded to Baa2 (sf); previously on Apr
24, 2020 Upgraded to Baa3 (sf)

EUR19.5M Class E Notes, Upgraded to Ba2 (sf); previously on Apr
24, 2020 Upgraded to Ba3 (sf)

Maximum achievable rating is Aa3 (sf) for structured finance
transactions in Italy, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by:

Decreased key collateral assumptions, namely the portfolio
Expected Loss (EL) assumption, due to better than expected
collateral performance

An increase in credit enhancement for the affected tranches

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

The performance of the transactions has continued to be stable
since the last rating actions. Total delinquencies have increased
marginally in the past year for Cordusio RMBS Securitisation S.r.l.
- Series 2007 and have decreased for Capital Mortgage S.r.l. (BIPCA
Cordusio RMBS) and Capital Mortgage S.r.l. (Capital Mortgages
Series 2007-1), with 90 days plus arrears currently standing at,
respectively, 1.48%, 1.23% and 0.51% of current pool balances for
Cordusio RMBS Securitisation S.r.l. - Series 2007, Capital Mortgage
S.r.l. (BIPCA Cordusio RMBS) and Capital Mortgage S.r.l. (Capital
Mortgages Series 2007-1). Cumulative defaults currently stand at,
respectively, 5.52%, 7.54% and 14.16% of the original pool balances
for Cordusio RMBS Securitisation S.r.l. - Series 2007, Capital
Mortgage S.r.l. (BIPCA Cordusio RMBS) and Capital Mortgage S.r.l.
(Capital Mortgages Series 2007-1), marginally up from,
respectively, 5.42%, 7.37% and 13.94% a year earlier.

Moody's decreased the expected loss assumption to, respectively,
2.90%, 5.50% and 9.40% for Cordusio RMBS Securitisation S.r.l. -
Series 2007, Capital Mortgage S.r.l. (BIPCA Cordusio RMBS) and
Capital Mortgage S.r.l. (Capital Mortgages Series 2007-1) as a
percentage of original pool balance from, respectively, 3.64%,
5.80% and 10.96% due to the overall stable or improving
performance.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN CE assumption
at its current levels of, respectively, 10.00%, 11.00% and 14.50%
for Cordusio RMBS Securitisation S.r.l. - Series 2007, Capital
Mortgage S.r.l. (BIPCA Cordusio RMBS) and Capital Mortgage S.r.l.
(Capital Mortgages Series 2007-1).

Increase in Available Credit Enhancement

Trapping of excess spread led to the increase in the credit
enhancement available in these transactions. Additional elements
contributing to such an increase include non-amortizing reserve
funds and sequential amortization for Cordusio RMBS Securitisation
S.r.l. - Series 2007 and Capital Mortgage S.r.l. (BIPCA Cordusio
RMBS) and cured unpaid PDL and some replenishment of the reserve
fund for Capital Mortgage S.r.l. (Capital Mortgages Series
2007-1).

For instance, the credit enhancement on Class D Notes in Cordusio
RMBS Securitisation S.r.l. - Series 2007 increased to 9.18% from
8.03% since the last rating action; the credit enhancement for
Class C Notes in Capital Mortgage S.r.l. (BIPCA Cordusio RMBS)
increased to 15.43% from 11.12% since the last rating action; the
credit enhancement for Class A1 and Class A2 in Capital Mortgage
S.r.l. (Capital Mortgages Series 2007-1) increased to 25.19% from
20.50% since the last rating action.

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 Italian 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 RMBS Using the MILAN Framework" published in
December 2020.

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

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected; (2) an increase in available
credit enhancement; (3) improvements in the credit quality of the
transaction counterparties; and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk; (2) performance
of the underlying collateral that is worse than Moody's expected;
(3) deterioration in the notes' available credit enhancement; and
(4) deterioration in the credit quality of the transaction
counterparties.




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

CORESTATE CAPITAL: S&P Lowers ICR to 'BB-', Outlook Stable
----------------------------------------------------------
S&P Global Ratings lowered its ratings on CORESTATE Capital Holding
SA and its senior unsecured debt to 'BB-' from 'BB'.

S&P said, "The stable outlook indicates our view that the new
management will help Corestate achieve more sustainable earnings
through the cycle, once the pandemic subsides. Additionally, we
assume that by year-end 2021 the company will address the
refinancing risk posed by a concentration of maturities in late
2022 through early 2023.

"Corestate's preliminary results for 2020 are significantly worse
than we expected and compare poorly with peers' , and we now
foresee weaker rebound prospects for 2021.  The downgrade follows
our review of Corestate's preliminary results for 2020, and
captures our updated earnings forecasts in light of the pandemic
through first-half 2021. We note that in the past 12 months the
company has repeatedly missed targets laid out in its business
plan, despite making several updates. We assume a 50% haircut of
Corestate's revenue from warehousing and other volatile sources in
our forecasts, but results in 2020 proved substantially weaker than
these already conservative assumptions. Amid the pandemic,
transaction-related revenue from warehousing, alignment capital,
and other higher-risk asset segments was much lower than
anticipated. Also, the depreciation of goodwill, downward
revaluations, and impairment of assets was more significant than we
anticipated, which may indicate the potentially lower quality of
Corestate's investments. Additionally, the company's performance
compares negatively with the broader asset managers landscape and
real estate sector peers, also in Germany, even considering the
pandemic-induced business environment.

"We have lowered our 2021-2022 EBITDA projections for Corestate,
although we still expect a sustainable rebound compared with 2020.
We now expect EBITDA of about EUR85 million-EUR95 million in 2021,
with leverage decreasing slower than we previously expected,
despite continued stable fee income from asset and property
management. However, this still translates into a significant and
more sustainable rebound of revenue, funds from operations (FFO),
and EBITDA over 2021-2022 when compared with 2020. This partially
considers support from an economic rebound starting from
third-quarter 2021. That said, we believe Corestate's results are
unlikely to exceed those of 2018-2019 before 2023. In our base
case, we do not assume meaningful shareholder capital injections or
significant proceeds from assets sales in 2021. Those alone, given
the recent volatility, may support, but not immediately improve our
current performance assessment of Corestate.

"We now forecast adjusted debt to EBITDA will remain at 4x-5x
through 2021.  Although we expect our net debt to EBITDA for
Corestate will rapidly recover to 4.0x-5.0x this year and drop
below 4.0x in 2022 from the one-off spike of nearly 30x in 2020, we
expect the ratio will remain worse than our previous forecasts. We
believe the company's publicly stated leverage guidance of
2.0x-3.0x may be difficult to achieve and sustain before late 2022
or early 2023. We note that one-off events in terms of capital
injections may change the starting point for the forecast.

There are no maintenance covenants, but approaching 2022 debt
maturities may pressure liquidity.  Corestate is subject to a debt
incurrence limit but no debt maintenance covenant. This means the
debt-to-EBITDA threshold of 3.5x is only relevant for the issuance
of new debt. However, leverage will become increasingly important
closer to the maturity of EUR200 million of debt in late 2022. Our
view of the company's liquidity may weaken if repayment or
refinancing is not addressed by late 2021. We note there is another
EUR300 million debt maturity in April 2023, less than six months
after the EUR200 million expire. Currently, Corestate has a solid
liquidity buffer, with liquidity sources covering uses by 1.7x over
the next 12 months. But concentration of maturities later in 2022
and 2023 will become a more pronounced issue in the absence of
meaningful asset sales or positive cash flow generation. We have
not yet seen a declining trajectory for net debt, since the
pandemic-induced recession started, since cash is being constantly
reinvested. If we do not see signs of material liquidity
accumulation by the end of third-quarter 2021, this would highlight
possible liquidity pressure to us over our 12-month forward-looking
time horizon."

S&P said, "We see the recent management reshuffling as having
potential governance drawbacks, but believe that added expertise
could help smooth profitability and optimize costs.  Given
challenging market conditions, alignment between the supervisory
board and management is important to deliver on the company's
goals. If the reshuffling adds any additional uncertainty or
reduces transparency in decision-making, this could weigh on our
view of Corestate's governance." Despite the recent addition of
four management board members, Corestate continues to strive for
higher cost efficiency and more stable earnings through the cycle
than in 2020, partly through targeting more core assets and stable
real estate segments such as logistics. These segments may help
smooth Corestate's profitability, but the associated drop in
margins could be partly counterbalanced by a reduction of operating
costs in the next 12-24 months to below 40% of revenue from over
50% in 2020.

Longer-term residential property market prospects may help
Corestate recover from the current stress.  S&P said, "We still
expect Corestate's residential niche to remain relatively low risk,
due to persistent structural supply shortages. This is although
micro-living or serviced apartments may currently be under more
stress than typically longer-term lease residential assets.
Overall, we don't expect a material correction of the residential
real estate markets in Germany or other countries where Corestate
operates. This is supported by Corestate's peers reporting better
results than we expected in many cases. We anticipate that at some
stage Corestate will benefit from strong undersupply in the
residential market and the low-interest-rate environment, which
should fuel construction activity in the medium term. This is
particularly relevant for Germany, Corestate's main market, which
represents over 75% of invested assets under management. We have
yet to observe the successful development of Corestate's own senior
debt business at sufficiently robust underwriting standards, given
significant competition."

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

S&P said, "The stable outlook reflects our expectation that the new
management will help Corestate achieve a more sustainable business
strategy with stable earnings through the cycle, especially once
the pandemic subsides. We anticipate that an improving economic
environment and significant deleveraging in 2021 and 2022, with a
timely accumulation of liquidity, will allow the company to address
its maturing debt in 2022-2023. We also assume some stability in
the supervisory and management boards needed to underpin the clear
future strategy for the company.

"We may downgrade Corestate if, despite management's initiatives,
we don't expect leverage to decrease sustainably meaningfully below
4.0x in early 2022. This could happen if cash flow remains
depressed for longer than we anticipate due to the COVID-19-related
economic downturn, asset quality further deteriorates, or if
Corestate does not address the approaching maturities of 2022-2023
debt by end-2021.

"We could raise the ratings if EBITDA recovery proves to be
significantly quicker than we currently anticipate, and if
Corestate's leverage sustainably decreases to below 3.0x over the
next 12 months. In addition, we would need to see some track record
of Corestate's improved business stability in comparison to its
peers and through the cycle. This would also entail better
predictability of its governance dynamics and financial planning."


PRONOVIAS (CATLUXE): S&P Raises ICR to 'CCC', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings raised its rating on CatLuxe Sarl (Pronovias)
to 'CCC' from SD (selective default). At the same time, S&P lowered
its issue-level rating on the company's first-lien loan to 'CCC'
from 'CCC+'.

The negative outlook reflects S&P's view that a near-term liquidity
crisis or a distressed exchange could occur in the next 6-12 months
if EBITDA levels do not pickup from their 2020 level, or if cash
collection deteriorates.

Ongoing COVID-19 restrictions and bridal wear market recovery will
continue to affect Pronovias' operating performance. In 2020,
Pronovias' sales decreased by 43% to EUR90.3 million versus the
previous year, with reported EBITDA also decreasing to EUR8 million
(before exceptional costs) from EUR40.7 million last year,
underperforming our initial expectations for 2020. S&P said, "In
addition, we expect the company's performance in 2021 will remain
subdued given ongoing restrictions on social gatherings will remain
in most jurisdictions in which Pronovias operates until at least
the end of second-half of 2021, when we anticipate weddings will
pick up as restrictions are lifted. On the positive side, we
acknowledge Pronovias experienced no material order cancellations
last year, supporting some sales recovery for 2021. However,
ongoing uncertainties about the impact of the new waves of
COVID-19, as well as the roll-out of vaccinations, is likely to
impact consumer confidence and couples' decisions to marry."

S&P said, "We anticipate Pronovias' performance will improve in
second-half 2021. We believe July-September 2021 will be crucial
for Pronovias, given we expect many couples will resume wedding
planning during this time. However, we expect unemployment in Spain
and Italy (where the company generates about 45% of sales) will
rise in 2021 to 17.6% and 10.3% respectively, which could lead to a
decline in consumers' discretionary spending, further worsening
recovery prospects in the bridalwear market. In the case of gradual
reopening and the resumption of social gathering and events, we see
potential for the company to achieve a 15%-25% revenue increase in
2021 compared with last year, and EUR5 million-EUR10 million
EBITDA.

"We expect the company will continue to concentrate on cost
efficiencies and cash collection to offset slower sales recovery in
2021. During 2020, Pronovias' management's focus on costs cutting
and the use of government furlough schemes (ERTE in Spain and Cassa
integrazione in Italy) helped offset the decrease in sales, with
savings about EUR13 million for the year. During the lockdown
period, about 90% of employees were put on a state-aid scheme. We
believe these programs will continue during 2021, in line with
slower market recovery. Other costs like for nonessential travel,
marketing, or rent payments were also cut during 2020. At the same
time, the company has made an effort to monitor cash collection,
which resulted in about EUR25 million of cash inflow from working
capital in 2020, applying tools to improve performance, and we
believe working capital management remains a priority."

Pronovias has limited liquidity headroom in case of
underperformance. In December 2020, Pronovias received a EUR21.5
million capital injection from sponsor owner BC Partners, and
secured a covenant waiver for the springing covenant test of its
revolving credit facility (RCF) until June 2022. S&P said, "We
believe both measures will temporarily ease the company's liquidity
pressure due to revenue and EBITDA losses in 2020. We also
understand that the changes made to the interests payments on the
company's second-lien term loan (not rated), with the company now
capitalizing interests of about EUR6.5 million per year, will also
help alleviate liquidity pressure. However, we continue to evaluate
Pronovias' liquidity position as weak given it had only about EUR20
million of cash on balance sheet at the end of December 2020. In
addition, the absence of available facility lines leaves the
company with limited liquidity headroom in case of
underperformance. This is because we expect negative EBITDA
generation of EUR7 million-EUR8 million in the first six months of
the year. As a result, Pronovias' ability to service its fixed
obligations such as interest payments over the next two quarters
depends on its existing cash on balance sheet, as well as timely
collection of trade receivables. Our negative outlook reflects our
view that Pronovias could face a near-term liquidity crisis, or
consider another distressed exchange in the next 6-12 months."

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."

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

-- Health and safety

S&P said, "The negative outlook reflects our view that Pronovias
could face near term liquidity stress, which could lead to a debt
restructuring, a distressed exchange, or default over the next 6-12
months. This is because operating performance will only gradually
recover from second-half 2020.

"We could lower the rating if Pronovias engages in a debt
restructuring or exchange that we consider as distressed, or misses
an interest or principal payment.

"We could upgrade Pronovias if restrictions around social
distancing and group gatherings ease, and the demand of wedding
dresses start to pick up. We could also raise rating if of the
company generates internal liquidity."




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

BME GROUP: Moody's Affirms B3 CFR on Robust Operating Performance
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating for BME Group Holding
B.V.'s following the company's proposal to raise EUR228 million in
incremental term loan B to redeem EUR223 million of share capital.
Concurrently, Moody's has affirmed the B2 ratings of the first lien
senior secured credit facilities, consisting of the first lien
senior secured term loan due 2025, the first lien term loan B due
2026, which is proposed to be amended and upsized and the first
lien senior secured revolving credit facility due 2025. The outlook
is positive.

RATINGS RATIONALE

The affirmation of the ratings with a positive outlook reflects the
relative robust operating performance of BME over the last quarters
combined with the expectation of a continuation of this trend. The
proposed shareholder distribution reduces the positive rating
pressure, as leverage is increased again and reflects BME's
tolerance for high leverage, a key governance issue. The proposed
debt-financed shareholder distribution will increase its leverage
by around 0.8x, to around 6.6x Moody's-adjusted gross debt/EBITDA,
based on preliminary full-year 2020 results and pro forma the
earnings of Saint-Gobain Distribution the Netherlands (SGBD NL)
acquisition.

The maintained positive outlook reflects Moody's expectation that
BME's earnings will continue to improve through a combination of
organic growth, earnings contribution from the SGBD NL acquisition
(expected to be completed during 2021), providing some offset to an
increased amount of debt in BME's capital structure following the
shareholder distribution. This is based on Moody's view that the
company will continue to benefit from its 60% exposure to the
relatively stable renovation, maintenance and improvement (RMI)
market, while improving its profitability through its strategic
initiatives and realization of synergies from recent acquisitions.
The forward view does not incorporate any further debt-funded
dividends or acquisitions until leverage metrics have been
materially improved.

BME's B3 CFR continues to reflect (1) the company's leading
position in the building materials distribution market in Europe,
with diversification across six core European markets; (2) its
significant exposure of 60% to the relatively stable renovation,
maintenance and improvement market (RMI); (3) its flexible cost
base and inherent countercyclical nature of working capital in the
distribution industry; and (4) its significant portfolio of owned
real estate assets.

At the same time, the rating incorporates (1) BME's operations in a
highly fragmented and competitive market, reflected in its low
Moody's-adjusted operating margin of around 3.5%; (2) history of
sensitivity to new construction activity, although mitigated by its
exposure to the RMI market which is expected to be more stable; (3)
high leverage, as reflected in its Moody's-adjusted gross
debt/EBITDA of 6.6x based on preliminary full-year 2020 results and
pro forma the SGBD NL acquisition, and (4) risk of shareholder
distributions and debt-financed acquisitions.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's forecasts of a broadly flat
organic revenue growth and an adjusted operating margin improving
to 4.0% through 2022, resulting in Moody's adjusted debt/EBITDA
moving below 6.0x by year-end 2022 and continued positive FCF, with
FCF/Debt in low single digits. Furthermore, Moody's also expects
that SGBD NL acquisition will be successfully closed and integrated
into the group in the next 12-18 months. The forward view does not
incorporate any further debt-funded dividends or acquisitions. The
positive outlook will be removed in case there any deviations from
the base case forecast.

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

The company's credit rating can be improved if the company chooses
to adopt and demonstrates track record of a disciplined financial
policy, resulting in leverage reduction on both gross and net basis
in the next 12-18 months. An upgrade could result if the company's
Moody's adjusted debt to EBITDA moves sustainably below 6.25x and
RCF/Net Debt above 10%, while maintaining adequate liquidity
supported by positive FCF generation, with FCF/ Debt in the low
single digits.

Conversely, negative rating pressure could arise if Moody's
adjusted operating margin deteriorates; Moody's adjusted gross
debt/EBITDA increases above 8x; Moody's adjusted EBITA/ Interest
declines below 1x; or FCF turns negative on a sustained basis
resulting in deterioration of company's liquidity profile; or the
company undertakes further debt-funded shareholder distributions or
acquisitions, which result in weakening of credit metrics.

STRUCTURAL CONSIDERATIONS

The senior secured 1st lien facilities rank pari passu and are
guaranteed by subsidiaries of the group accounting for at least 80%
of consolidated EBITDA.

The refinancing transaction closed in October 2020 took out the
first loss cushion provided by the second lien term loan through
increasing the senior secured first lien borrowings. In the context
of BME's strong positioning in the B3 rating category and the
positive outlook on the rating, Moody's has left the instrument
ratings on the 1st lien facilities unchanged at B2, i.e. one notch
above the CFR.

If Moody's assessment of BME rating positioning changes to the
negative, such as through a stabilization of the outlook or more
negative rating action, the rating agency will remove the one-notch
rating differential and align the 1st lien instrument ratings with
the CFR.

LIQUIDITY

Moody's expects BME to operate with adequate liquidity over the
next 12-18 months. This reflects BME's anticipated EUR115 million
cash balance (pro forma SGBD NL acquisition) and EUR195 million
available RCF. These sources, together with funds from operations,
are sufficient to cover any seasonality in working capital, as well
as the company's capital spending needs. Moody's projects that the
company will generate consistently positive FCF.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

PROFILE

Based in Schiphol, the Netherlands, BME Group Holding B.V. is the
third-largest European building materials distributor operating in
Germany, the Netherlands, Belgium, France, Switzerland and Austria.
In November 2019, the company was acquired by Blackstone from CRH
plc, one of the world's largest building materials companies, for a
total consideration of EUR1.7 billion as CRH plc decided to focus
on its heavy side building materials business. In 2020 BME
generated EUR3.9 billion in revenues and EUR240 million of
management-adjusted EBITDA.


BME GROUP: S&P Affirms 'B' ICR on Debt-Funded Share Repurchase
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' ratings on Netherlands-based
BME Group Holding B.V. (BME) and maintained its negative outlook on
the company, reflecting the risk that leverage could remain above
our 6.5x downside beyond 2021.

The proposed transaction will delay BME's credit metrics progress.

BME's revenue growth of about 3% in 2020 was supported by resilient
renovation demand in its core markets, particularly in the
Netherlands, Belgium, and Germany. S&P said, "Our preliminary S&P
Global Ratings-adjusted EBITDA estimate of about EUR260 million
also indicates a sizable margin improvement, to about 6.8% from
6.0% in 2019, stemming from tangible progress in BME's commercial,
procurement, and other efficiency initiatives. We estimate that
this performance will result in adjusted leverage around 6x for
2020. However, with the proposed transaction immediately adding
EUR228 million of gross debt, we believe that BME will need to
further deliver on its operating targets and growth plans to
maintain leverage below 6.5x, which might not materialize in 2021.
Assuming steady revenue growth and slightly higher operating
margins, we anticipate that adjusted EBITDA of EUR270
million-EUR280 million in 2021 would translate into leverage of
close to 6.8x, slightly above our downside trigger.

"Financial policy will remain a key rating determinant.  We view
BME's proposed shares repurchase, which is to be immediately funded
with the proposed EUR228 million term loan add-on, as aggressive
financial policy. The potential EUR70 million sale leaseback from
non-core real estate, to allow a special dividend of the same
amount, would further point to shareholder returns maximizations.
While we understand the company intends to later fund the SGBD NL
acquisition with its sizable cash balance of EUR265 million as of
Dec. 30, 2020, we believe that any further debt-funded external
growth or sale leaseback funding dividends would compromise the
company's progress in deleveraging below 6.5x. We also think that
BME's credit metrics will be more susceptible to small changes in
profitability upon the gross debt addition. For instance, we
estimate that a 40 basis point (bp) decrease in its EBITDA margins
(equivalent to a EUR20 million absolute drop) could lead to
leverage increasing by about 0.5x in 2021 and 2022. That said, a
more balanced financial policy could reduce such sensitivities,
especially when considering the company's demonstrated ability to
generate annual free operating cash flow (FOCF) of EUR50
million-EUR100 million.

"Supportive industry conditions and growth plans could pave the way
for lower leverage beyond 2021.  Our assumption of sustained
building material distribution activity stems from the current
healthy backlogs in residential renovation and civil infrastructure
construction. We anticipate that this environment will allow BME to
generate revenue growth of about 2% in 2021, notwithstanding the
uncertain shape of the European economic recovery and some
persistent business restrictions. We expect the temporary closure
of about 40 of the company's do-it-yourself stores in Germany will
have a limited impact on its performance, and be largely offset by
favorable trading conditions in France and for sanitary, heating,
and plumbing products. BME's revenue and earnings growth is also
likely to be backed by its planned acquisition of SGBD NL, which we
understand could close in the second half of 2021. While not
included in our base case, we estimate that the business could add
close to EUR500 million and EUR15 million in annual sales and
EBITDA, respectively, which could help to restore leverage below
6.5x in 2022."

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

The negative outlook reflects the risks that BME's leverage could
remain above S&P's 6.5x downside trigger beyond 2021 should the
company face a decline in operating margins or plan on further
debt-funded transactions. A deterioration in construction activity
or lower renovation demand due to degrading macroeconomic
conditions could also lead to some pressure.

S&P could lower the rating should BME's financial policy become
more aggressive or it were to face a decline in operating
performance such that adjusted debt to EBITDA remained above 6.5x
beyond 2021. This could stem from further debt-funded shareholder
returns or sizable mergers and acquisitions. Weaker EBITDA could
result from an unexpected contraction in European construction
activity, or the company not progressing further on its operating
initiatives. Weaker-than-anticipated FOCF could also lead to rating
pressure.

S&P could revise the outlook to stable in the next 12 months should
BME's track record of operating performance and financial policy
support sustainable leverage below 6.5x. This could stem from the
company delivering further efficiency gains, successfully
integrating SGBD NL, or repaying some of its sizable debt from FOCF
generation.




===========
N O R W A Y
===========

NORWEGIAN AIR: Withdraws Requests to Repudiate 36 Aircraft Leases
-----------------------------------------------------------------
Reuters reports that Norwegian Air has withdrawn requests to
repudiate a total of 36 aircraft leases after reaching agreement
with the lessors in question as part of a restructuring process,
Ireland's High Court heard on March 2.

The budget airline was late last year given protection from
bankruptcy in both Norway and Ireland, where most of its assets are
registered, and is aiming to emerge from the process with fewer
aircraft and less debt, Reuters relates.

According to Reuters, the airline, which aims to cut its fleet to
53 aircraft from 140 and withdraw from the long-haul market, last
week said both the Irish and Norwegian processes were going as
planned and were expected to end during the second quarter.

As part of the Irish process, which is due to conclude by April 16,
the Irish High Court will rule on Friday, March 5, on whether to
allow the airline to repudiate liabilities, including three
aircraft subleases and 25 guarantees tied to aircraft leases,
Reuters discloses.




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

BANK ONEGO: Bank of Russia Ends Provisional Administration
----------------------------------------------------------
The Bank of Russia, on Feb. 24, 2021, terminated the activity of
the provisional administration appointed to manage credit
institution JSC Bank Onego (hereinafter, the Bank), according to
the Bank of Russia's Press Service.

No signs of insolvency (bankruptcy) have been established as a
result of the provisional administration-conducted inspection of
the credit institution.

On February 8, 2021, the Arbitration Court of the Republic of
Karelia issued a ruling on the forced liquidation of the Bank.

The State Corporation Deposit Insurance Agency was appointed as a
receiver.

Further information on the results of the activity of the
provisional administration is available on the Bank of Russia
website.

The provisional administration was appointed by Bank of Russia
Order No. OD-2052, dated December 11, 2020, following the
revocation of the banking license from the Bank.


ROSBUSINESSBANK: Bank of Russia Ends Provisional Administration
---------------------------------------------------------------
The Bank of Russia, on Feb. 20, 2021, terminated the activity of
the provisional administration1 appointed to manage credit
institution JSRCB Rosbusinessbank (PJSC) (hereinafter, the Bank).

No signs of the Bank's insolvency (bankruptcy) have been
established as a result of the provisional administration-conducted
inspection of its financial standing.

On February 5, 2021, the Arbitration Court of the City of Moscow
issued a ruling on the forced liquidation of the Bank.

The State Corporation Deposit Insurance Agency was appointed as a
receiver.

Further information on the results of the activity of the
provisional administration is available on the Bank of Russia
website.

The provisional administration was appointed by Bank of Russia
Order No. OD-1714, dated October 23, 2020, following the revocation
of the banking license from the Bank.




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

EG GROUP: Moody's Assigns B3 Rating to New $1.4BB Secured Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to the senior
secured debt of $1.4 billion (USD equivalent) due March 2026 split
between senior secured notes issued by EG Global Finance plc and a
term loan B issued by EG America LLC. All issuers are fully-owned
subsidiaries of EG Group Limited (EG or the company). Concurrently,
Moody's has assigned a Caa2 rating to the proposed second lien debt
of $400 million (USD equivalent) issued by EG Finco Limited. The
company's existing ratings, comprising its B3 corporate family
rating, B3-PD probability of default rating, B3 and Caa2 ratings on
EG's first and second lien instrument ratings are unaffected by the
new issuance. The outlook on the ratings remains stable.

The issuance is intended to fund the acquisition of the forecourt
business from ASDA (Bellis Finco PLC, Ba2 stable) for an enterprise
value of GBP750 million ($1,024 million) as well as forecourt
business of OMV AG (A3 negative) in Germany for a consideration of
EUR485 million ($582 million). The new debt will also refinance an
existing bilateral bridge facility of $188 million related to a
previous acquisition. Both acquisitions are subject to customary
regulatory clearances.

RATINGS RATIONALE

The B3 CFR reflects Moody's view of the company's: (1) until
recently, lack of independent directors despite its much increased
size following several large acquisitions completed during the last
two years; (2) a gap between audited reported debt metrics and
pro-forma debt metrics including the annualised contributions from
the acquired businesses and the full year impact of cost savings
initiatives already actioned albeit acknowledging that this gap is
expected to be at the lowest level ever in Q4 2020; (3) risk of
additional and debt-funded M&A activity; and (4) still elevated
leverage, albeit reducing.

More positively, the rating also reflects the company's (1) wide
geographic diversity and increased scale, with strong bargaining
power with suppliers and opportunities to employ best practices
group-wide; (2) exposure to the growing convenience grocery segment
and historically (before the lockdowns) stable fuel demand
patterns; (3) a good track record in the integration of recent
acquisitions; and (4) its resilient performance during the lockdown
months both in terms of EBITDA, cash generation and liquidity
profile.

Proforma for the acquisition, leverage measured in terms of Moody's
adjusted gross debt to Moody's adjusted EBITDA, including the
synergies already achieved (i.e. "actioned" synergies) from
previous transactions currently being integrated into the group
operations, but not including any synergies expected from the
acquisitions, will increase to around 7.4x from 7.1x in 2020 based
on the company's preliminary results. EG's operations continue to
perform well despite the second wave of the pandemic impacting on
the group operations during Q4. The majority of its convenience
stores and petrol stations remained open during the lockdowns, with
recent trading showing year-on-year revenue growth in most
countries.

More positively, the acquisitions will improve EG's competitive
position in the UK and Germany. The company has also made further
progress in terms of governance, having announced the appointment
of Dame Alison Carnwath as a nonexecutive Director and as Chair of
the Audit Committee.

The ASDA forecourt business, including petrol filling stations, car
washes and ancillary land, currently generate EBITDA of around
GBP66 million ($87 million) before the impact of IFRS 16. The
acquisition will almost double the number of sites EG owns in the
UK to 720, making it the second largest independent operator in the
country based on number of sites, and combined EBITDA of $445
million. The acquired operations in Germany generate EBITDA of
€55 million ($63 million) pre IFRS 16 and will bring the number
of sites EG owns in the country to 1,242 and combined EBITDA of
$239 million. EG plans to bring its branded foodservice
partnerships, convenience operational know-how and strong fuel
purchasing power to drive significant outperformance and synergies,
while rolling out ASDA's convenience banner across EG's UK
operations. Total synergies expected from these transactions are
around $123 million, mostly from the integration of the ASDA
assets. Although Moody's does not include unactioned synergies in
its leverage calculation given the inherent execution risks
involved, the rating agency acknowledges EG's strong record in
achieving these synergies in previous acquisitions, and expects
them to be largely recognised in the group's audited reported
figures when these will be available. Both acquisitions are subject
to customary regulatory clearances.

EG's operations continue to perform well despite the second wave of
the pandemic impacting on the group operations during Q4. The
majority of its convenience stores and petrol stations remained
open during the lockdowns, with recent trading showing year-on-year
revenue growth in most countries. Leverage, calculated proforma and
including actioned synergies related to previous acquisitions,
stood at 7.1x at the end of 2020, up from 6.7x in Q3 2020 and
compared to 7.5x in 2019. Moody's understands that half of this
increase in leverage during the last quarter is related to foreign
exchange volatility. Although fuel volumes reduced drastically
during the first lockdown months (with peaks between 30% and 85%,
depending on the country), they have recovered rapidly ending up at
85% of previous year's levels for the full year on a like for like
basis. Strong fuel margins continue to largely offset the lower
volumes sold; although they have softened recently, fuel margins
remain significantly above the two-year average. The group's food
service operations have been the most affected during the pandemic,
despite a strong performance in both Q3 following a period in which
they were temporarily closed during the first wave of the
pandemic.

In terms of the new board appointment, Carnwath has held several
board roles at large UK listed and unlisted companies, and
currently holds positions at Zurich Insurance (Zurich Insurance
Company Ltd, Aa3 stable), BASF (SE) (A3 stable), and PACCAR Inc
((P)A1 stable). Her appointment follows the recent appointments of
Lord Stuart Rose as Chairman, and John Carey as a nonexecutive
director. Moody's expects the new appointments will provide their
contribution and independent views on the running of the business,
governance and boardroom best practice over the next several
quarters. EG also announced that it intends to establish
remuneration and nomination subcommittees.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In terms of governance, EG references the Wates Corporate
Governance Principles for Large Private Companies. The Wates
principles suggest that the size a board should be guided by the
scale and complexity of the company and that companies should
consider the value of appointing independent non-executive
directors, including a chairman. EG has made significant progress
in the last few months, having appointed a chairman and two
additional nonexecutive directors to its board, including one as a
Chair of its Audit Committee. Moody's expects the new appointments
will provide their contribution and independent views on the
running of the business, governance and boardroom best practice
over the next several quarters. EG also announced that it intends
to establish remuneration and nomination subcommittees.

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

LIQUIDITY

EG's liquidity position remains adequate, with cash on balance
sheet of $692 million and available revolving credit facilities of
$592 million at 31 December 2020 including the positive effect on
liquidity of deferred excise taxes of $626 million, of which $514
million will be repaid over a 36 months period from July 2021. The
revolving facilities have one springing maintenance covenant based
on net senior secured leverage, tested only when the facility is
drawn by more than 40%.

STRUCTURAL CONSIDERATIONS

The B3 rating of the senior secured debt, in line with the CFR,
reflects the fact that it represents the majority of debt in the
capital structure. The relatively small second lien debt is rated
Caa2, reflecting its position behind the first lien facilities in
the event of a default. The new notes will be issued by EG Global
Finance plc, and guaranteed by the ultimate parent and l of the
group EG Group Limited, in line with the majority of the company's
senior secured debt.

OUTLOOK

The stable outlook reflects Moody's expectations that (1) the
opinion of new auditors appointed by the company will not
materially differ from the unqualified opinions of the previous
auditors, (2) the company will continue to implement planned
changes in its governance by appointing non-executive directors to
its board, (3) its key debt metrics will continue to gradually
improve from current levels while liquidity remains adequate, and
4) no further major acquisitions are made.

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

The ratings could be upgraded if the company improves its
governance with regards to internal controls and board composition
as expected for a company of the scale and complexity, and at the
same time its key debt metrics also improve, as evidenced by
Moody's adjusted gross debt to EBITDA (leverage) sustained below
6.5x, with no meaningful gap between reported and pro-forma
leverage. Additionally, adequate liquidity needs to be maintained
at all times.

The ratings could be downgraded if no improvements in governance
and internal controls materialise, or the gap between audited
reported and pro-forma leverage does not reduce from current
levels. A downgrade could also result if leverage increased
sustainably above 7.5x, in case of further significant debt-funded
acquisitions, or if liquidity deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Industry
published in May 2018.

COMPANY PROFILE

EG Group is a global retailer operating petrol stations,
convenience stores and foodservice outlets in the UK, Europe, the
United States and Australia. The group was created through the
merger of Euro Garages and EFR Group in 2016. The business has
grown through a series of acquisitions to become one of the leading
independent motor-fuel forecourt operators in Europe, the US and
Australia. The group is headquartered in Blackburn, England and is
owned equally by funds managed by TDR Capital LLP and the two
brothers who founded Euro Garages, Mohsin & Zuber Issa.

Assignments:

Issuer: EG America LLC

Senior Secured Bank Credit Facility, Assigned B3

Issuer: EG Finco Limited

Senior Secured Bank Credit Facility, Assigned Caa2

Issuer: EG Global Finance plc.

Senior Secured Regular Bond/Debenture , Assigned B3


FAZENDA: Bought Out of Administration in Pre-Pack Deal
------------------------------------------------------
Business Sale reports that the Yorkshire-based Fazenda restaurant
chain has been acquired in a pre-pack deal after being put into
administration.

According to Business Sale, a significant part of City District,
which trades as South American grill chains Fazenda Rodizio Bar &
Grill and Picanha by Fazenda, was acquired by Southern Wind Group,
a new company with ties to City District.

City District was founded in 2010 and operated six Fazenda and
Picanha restaurants across Yorkshire.  However, like many
restaurant chains, the company has suffered reduced cashflow during
successive COVID-19 lockdowns, while also racking up significant
debts to landlords and HMRC, Business Sale discloses.

This resulted in Julian Pitts and Bob Maxwell of Begbies Traynor
being appointed as the company's joint administrators on March 1,
Business Sale relates.

Following the administration, a substantial part of City District's
business and assets were immediately acquired by Southern Wind,
headed by former City District Chief Executive Terence Langley and
former MD Tomas Maunier, Business Sale notes.

The new owners say they will continue to operate the Fazenda
locations in Manchester, Liverpool, Leeds and Edinburgh, which are
set to reopen in May, Business Sale relays.  However, due to
cashflow issues and rent arrears, that the Birmingham restaurant
and Picanha in Chester will both close, Business Sale states.

The acquisition includes the recently established e-commerce brand
Fazenda at Home, which offers meal kits for home preparation,
according to Business Sale.


GREENSILL CAPITAL: Prepares to File for Insolvency in UK
--------------------------------------------------------
Robert Smith and Kaye Wiggins at The Financial Times report that
Greensill Capital is preparing to file for insolvency in the UK,
capping a spectacular unravelling for the finance company backed by
SoftBank and advised by former prime minister David Cameron.

The planned filing comes as US private equity firm Apollo Global
Management races to strike a deal to buy the most attractive parts
of Greensill, one of the world's biggest providers of supply chain
finance, the FT relays, citing people familiar with the matter.

A deal with Apollo would be likely to wipe out Greensill's
shareholders such as SoftBank's Vision Fund, the FT states.

Lawyers for Greensill warned this week that the recent loss of a
US$4.6 billion insurance contract could cause a wave of defaults
among its clients and 50,000 job losses, the FT discloses.  It said
that some of these clients were "likely to become insolvent,
defaulting on their existing facilities", as their funding for
working capital was removed, the FT notes.

Founded by former banker Lex Greensill a decade ago, the firm has
mushroomed into a major player in supply chain finance, which helps
companies raise money from their customer and supplier invoices.
However, its main financial product is controversial, as critics
have said it can be used to disguise mounting corporate borrowings,
according to the FT.

Apollo's deal, if agreed, would effectively rescue these clients
who would be left stranded by Greensill's demise, the FT states.

The US$455 billion US investment group and its insurance
affiliates, which include Athene, could take on many of these
supply chain financing contracts with blue-chip companies,
potentially worth billions of dollars, the FT says, citing two
people with knowledge of the matter.

When nervous lenders withdraw these facilities from heavily
indebted companies, it can create an effect similar to a bank-run
on their working capital position, the FT notes.


RESTAURANT GROUP: Secures New Loan to Shore Up Finances
-------------------------------------------------------
Henry Saker-Clark at PA reports that Wagamama owner The Restaurant
Group (TRG) said it is burning through GBP5.5 million each month
its venues remain shut and that it has secured a new loan to shore
up its finances.

TRG, which also owns Frankie & Benny's, has been battered by the
coronavirus pandemic along with other businesses in the hospitality
industry, PA relates.

All of its 400 or so restaurant sites are currently shut to
sit-down customers and will not be able to welcome customers to eat
inside its venues until May 17 at the earliest, PA discloses.

In the update to investors, TRG said it has nevertheless seen
"strong recent trading" for delivery and takeaway operations across
around 200 of its Wagamama restaurants and sites in its leisure
portfolio, PA notes.

According to PA, the group said it is therefore in a good position
to deliver an "accelerated reopening plan" for its restaurants to
welcome dine-in customers.

It said it will be able to reopen all of its sites within two weeks
of restrictions being lifted, PA relays.

TRG told shareholders that its net debt was around GBP340 million
at the end of 2020 and it will be buoyed by its new lending
agreements, PA states.

It has secured a GBP380 million loan facility until 2026 as well as
a GBP120 million revolving credit facility until 2025, PA
discloses.

It comes after the company completed a Company Voluntary
Arrangement (CVA) restructuring in June, which saw it cut 3,000
jobs and permanently shut 125 restaurants, PA recounts.


SPA HOLDINGS 3: S&P Assigns Preliminary 'B' LT Issuer Credit Rating
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to SPA Holdings 3 Oy (Ahlstrom-Munksjo Oyj). S&P also
assigned a preliminary 'B' issue rating to the proposed EUR1
billion (U.S. dollar and euro denominated) TLB.

S&P said, "The stable outlook reflects our expectation that
Ahlstrom-Munksjo will continue to benefit from its leading market
positions and broad product offering. We forecast debt to EBITDA of
about 7.0x and funds from operations (FFO) to debt of about 9.5%
over the next 12 months."

Ahsltrom-Munksjo's business risk profile is supported by its strong
market positions, broad product scope, and well-diversified
operations.   Ahsltrom-Munksjo is a fiber-based materials producer
with EUR2.7 billion of revenue and EUR323 million of S&P Global
Ratings-adjusted EBITDA in 2020. Although sizeable, it is smaller
than some of its competitors and other rated forest and paper
products companies (Sappi Ltd., Metsa Board Oyj, UPM-Kymmene Oyj).
The group offers a wide product range and operates a diverse
manufacturing base. With 45 plants in 14 countries, it generates
44% of its revenue in Europe, 42% in the Americas, and 14% in
Asia-Pacific and other regions. Ahsltrom-Munksjo has a low customer
concentration, its five-largest clients account for less than 15%
of total revenues. Its broad product portfolio includes both
specialized and commoditized materials. S&P believes exhaustive
certifications and qualification processes, as well as high
technical requirements, constitute entry barriers in most of its
niche markets.

S&P's assessment is constrained by Ahsltrom-Munksjo's exposure to
volatile pulp prices (its operations are only 45% self-sufficient).
That said, only 25% of its sales are indexed to changes in the cost
of pulp. The group has also historically been able to pass through
around 45% of pulp price increases to customers via contract
renegotiations. The group's business risk profile is also
constrained by low EBITDA margins (9.6% in 2019 and about 12.0% in
2020).

Ahsltrom-Munksjo's financial risk profile reflects the company's
high leverage and its financial sponsor ownership.  S&P said, "We
forecast debt to EBITDA at about 7.0x and FFO to debt of about 9.5%
for year-end 2021. We expect S&P Global Ratings-adjusted leverage
to decrease to about 6.0x by year-end 2022 as cost savings and
efficiency gains improve EBITDA and despite transformation costs of
about EUR30 million. Similarly, we anticipate an improvement in FFO
to debt to about 10.2% by year-end 2022."

S&P said, "We assess Ahsltrom-Munksjo's financial policy as
aggressive, given its financial sponsor ownership.

"We forecast a temporary decline in FOCF in 2021.  FOCF will
deteriorate to about EUR80 million in 2021 (from around EUR136
million in 2020) due to higher interest and tax expenses, and
working capital outflows. We expect a modest recovery in FOCF in
2022, to about EUR100 million, due to EBITDA growth and the
completion of its large investment plan. That said, we believe that
the group's future FOCF generation remains exposed to movements in
pulp prices and working capital management."

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

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all the final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of the final ratings. If S&P Global Ratings does not
receive the final documentation within a reasonable time frame, or
if the final documentation departs from the materials reviewed, we
reserve the right to withdraw or revise our ratings. Potential
changes include, but are not limited to, the finalization of the
debt documentation; use of debt proceeds; maturity, size, currency
denomination and conditions of the debt facilities; financial and
other covenants; security; and ranking.

"The stable outlook reflects our expectation that Ahlstrom Munksjo
will continue to benefit from leading market positions and a broad
product offering. We expect debt to EBITDA of around 7.0x and funds
from operations (FFO) to debt of around 9.5% in the next 12
months."

S&P could lower its preliminary ratings if:

-- Profitability declined due to raw material price increases,
which the company was unable to pass on to customers, or there were
delays in its cost rationalization program, causing debt to EBITDA
to persist above 7.0x;

-- The company's financial policy became more aggressive via--for
example--a large debt-funded acquisition or dividend payment; or

-- FOCF was negative on a sustained basis.

S&P could raise the preliminary ratings if:

-- Adjusted debt to EBITDA declined toward 5.0x on a sustained
basis; and

-- The group's financial policy supported these credit metrics.


TRONOX HOLDINGS: Moody's Rates New $625M Sr. Unsecured Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new $625
million 8 year senior unsecured notes issued by Tronox Incorporated
and guaranteed by Tronox Holdings Plc. The proceeds of the notes
will be used to repay the outstanding amount of the 6.50% senior
unsecured notes due 2026, the call premium of the existing notes
and associated fees and expenses. The rating is subject to the
transaction closing as proposed and receipt and review of the final
documentation. The outlook on the ratings is stable.

"This notes refinancing, together with the recently announced term
loan refinancing, will extend the company's maturity profile and
lower its average interest rate," according to Joseph Princiotta,
SVP at Moody's and the lead analyst covering Tronox. "The term loan
and notes refinancing are expected to be roughly neutral to the net
debt amount and net debt leverage," Princiotta added.

Assignments:

Issuer: Tronox Incorporated

Gtd Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5)

RATINGS RATIONALE

Tronox Holdings Plc's credit profile and current ratings (B1 CFR)
reflect the benefits from the company's market position as one of
the world's largest titanium dioxide producers, industry leading
vertical integration and co-product production, actual and
prospective benefits from Cristal acquisition synergies, and good
liquidity. The credit profile also reflects heavy exposure to the
cyclical titanium dioxide industry, which Moody's believes is in
the early stages of a volume and pricing upcycle. The credit
profile and ratings also anticipate significant weakening in credit
metrics outside the normal boundaries for the rating category
during cyclical trough periods and concerns about free cash flow in
the trough.

Moody's has a favorable outlook for TiO2 markets over the next two
years and expects strong demand growth against the backdrop of
modest global supply additions to underpin favorable fundamentals,
at least through 2021, allowing price increases through the year
and in all major regions. However, the pace and timing of the
recovery is unclear and might be choppy due to pandemic-related
restrictions and certain supply chain disruptions.

Prices are already up in recent months across all regions,
especially in Asia, which experienced weak spot prices through most
of 2020. Margins should also benefit from better overhead
absorption in 2021, which was a headwind last year due to weaker
production volumes. Coatings demand across all major regions and
end markets is likely to be favorable for the year, while most
markets for plastics and other end markets should also be firm or
robust.

As proposed, the new notes are expected to provide a substantially
similar covenant package compared to the existing notes, with
limitation on total net secured leverage ratio not to exceed 4.5x
or cash interest coverage ratio not to be less than 2x.

The SGL-2 rating reflects good liquidity including $619 million
cash balances and $422 million available under the revolving credit
agreements as of December 31, 2020. In March 2019, the company,
through its South African subsidiaries -- Tronox KZN Sands
Proprietary Limited and Tronox Mineral Sands Proprietary Limited --
established R1 billion (approximately $68 million at December 31,
2020 exchange rate) revolver due March 2022 and R2.6 billion term
loan (approximately $177 million at December 31, 2020 exchange
rate) facility due March 2024. The new cash flow revolver will
contain a springing maximum first lien leverage ratio of 4.75:1.00
which will trigger if utilization exceeds 35% (less undrawn LCs and
cash collateralized LCs). The new term loan will not have a
financial covenant. The South African revolver contains net
leverage and coverage tests, which would not trigger events of
default and allow for cure periods. Moody's expect Tronox to
generate free cash flow in 2021.

The stable outlook assumes TiO2 prices and volumes continue to
recover allowing at least modest improvement in EBITDA and metric
trends and positive free cash flow for the year. The stable outlook
also assumes that the Cristal transaction continues to generate
target synergies and good liquidity is maintained through the
medium term.

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

An upgrade would require the company to maintain its commitment to
deleveraging and reducing balance sheet debt to $2.5 billion or
less ahead of the next trough and on a sustainable basis. An
upgrade would also require the favorable trends and realization in
acquisition synergies continue, and confidence that the company
will maintain at least $300 million of available liquidity.

Moody's would consider a downgrade if expectations or actual
results show substantive fundamental weakening resulting in
negative free cash flow anytime over the next two years. Moody's
would also consider a downgrade if the cycle in TiO2 turns down
before the company is able to meaningfully reduce debt, or if the
company fails to realize a meaningful portion of anticipated
operating synergies, or if adjusted financial leverage remains
above 5.0x, or if available liquidity falls below $250 million.

ESG CONSIDERATIONS

ESG risks and exposures are not a factor in today's rating action
and are not a significant factor in the company's ratings at this
time. Environmental exposure and costs for commodity companies can
be meaningful, and even more so for TiO2 players. Approximately 87%
of Tronox's TiO2 production use the chloride process, which is a
continuous process, has lower energy requirements, produces less
waste and is less environmentally harmful than the sulfate-based
process. Tronox assumed additional environmental exposure and costs
as part of the Cristal acquisition and has booked a $56 million
provision for environmental costs related to the remediation of
residual waste mud and sulfuric waste deposited in a former TiO2
manufacturing site operated by Cristal from 1954 to 2011. The
provision is significant but related expenditures are likely to
spread over many years.

Social risks are moderate but potentially increasing as the ongoing
hearings between the EU Commission and the industry may result in
tighter regulation for TiO2, the scope of which is not yet clear as
there is still debate over the carcinogenicity of TiO2. As a public
company, governance issues are viewed as modest and supported by
what has thus far been communication of reasonable financial
policies for the ratings category.

Tronox Holdings Plc (Tronox), re-domiciled in United Kingdom in
March 2019. Including the acquisition of Cristal, Tronox is the
world's second largest producer of titanium dioxide (TiO2) and is
the most backward integrated among the leading western pigment
producers into the production of titanium ore feedstocks. It also
co-produces zircon, pig iron and other products. The company
operates nine pigment plants and eight mineral sands facilities
globally. On February 23, 2021, Tronox announced that Exxaro
Resources Limited ("Exxaro") offered for sale 17 million shares
(about 10% of the outstanding shares of Tronox as of December 31,
2020) in a secondary offering. The company also announced that
Tronox will issue to Exxaro about 7 million shares in exchange for
Exxaro's current 26% shareholding in the company's South African
operating subsidiaries which hold Tronox's mining licenses.
Tronox's revenues were $2.8 billion for the twelve months ended
December 31, 2020.

The principal methodology used in this rating was Chemical Industry
published in March 2019.



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

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