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

                          E U R O P E

          Friday, March 12, 2021, Vol. 22, No. 46

                           Headlines



B E L G I U M

TEAM.BLUE FINCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable


F R A N C E

CMA CGM: Moody's Hikes CFR to B1, Outlook Positive
FINANCIERE TOP: S&P Alters Outlook to Stable & Affirms 'B' LT ICR
SEQENS GROUP: S&P Alters Outlook to Stable & Affirms 'B' ICR


G E R M A N Y

WESER FUNDING 2: Moody's Hikes EUR52.6M Class B Notes From Ba1


I R E L A N D

AVOCA CLO XXII: S&P Assigns B- Rating on Class F Notes
CARLYLE EURO 2017-2: Moody's Affirms Ba2 Rating on Class D Notes
CARLYLE EURO 2017-2: S&P Assigns B- Rating on Class E Notes
SCULPTOR EUROPEAN I: S&P Assigns Prelim. B- Rating on F Notes


I T A L Y

BRUNELLO BIDCO: S&P Assigns 'B-' ICR, Outlook Stable
DIOCLE SPA: Moody's Completes Review, Retains B2 CFR
PIAGGIO & C.: S&P Alters Outlook to Positive, Affirms 'B+' ICR


L U X E M B O U R G

FR FLOW 1: Moody's Affirms B3 CFR & Alters Outlook to Positive
LSF11 SKYSCRAPER: Moody's Rates New EUR1.11B Term Loan 'B2'
LSF11 SKYSCRAPER: S&P Rates Proposed Euro-Denominated Debt 'B'


N E T H E R L A N D S

ALCOA NEDERLAND: Fitch Affirms BB+ IDR, Outlook Stable


N O R W A Y

NORWEGIAN AIR: Submits Financial Restructuring Offer to Creditors


S P A I N

CODERE SA: Fitch Lowers Issuer Default Rating to 'CC'
DISTRIBUIDORA INTERNACIONAL: Moody's Withdraws Caa2 CFR
PLACIN SARL: S&P Alters Outlook to Stable & Affirms 'B' ICR
TAURUS 2021-2: Moody's Gives Ba3 Rating on Class E Notes


S W I T Z E R L A N D

CEVA LOGISTICS: Moody's Hikes CFR to B2 on Improved Performance


T U R K E Y

TURK TELEKOMUNIKASYON: Fitch Alters Rating Outlook to Stable
[*] Fitch Alters 7 Turkish LRG's Outlook to Stable
[*] Fitch Alters Outlook on 5 Turkish Companies to Stable


U N I T E D   K I N G D O M

EG GROUP: S&P Affirms 'B-' ICR on Debt-Funded Acquisitions
GREENSILL CAPITAL: Sanjeev Gupta Seeks Standstill Agreement
GREENSILL CAPITAL: Tokio Says Insurance Policies May Not Be Valid
GREENSILL: Credit Suisse Execs Overruled Risk Managers on Loan
JUPITER MORTGAGE 1: S&P Assigns B-(sf) Rating on Class I Notes

RESTAURANT GROUP: Taps Investors for GBP175M to Shore Up Finances
STRATTON MORTGAGE 2021-2: S&P Assigns B- Rating on Cl. I Notes
VICTORIA PLC: Fitch Assigns BB Rating on EUR250MM Secured Notes
VICTORIA PLC: Moody's Gives B1 Rating on New Senior Secured Notes


X X X X X X X X

[*] BOOK REVIEW: Transnational Mergers and Acquisitions

                           - - - - -


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B E L G I U M
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TEAM.BLUE FINCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Belgium-based team.blue Finco Sarl. S&P also
assigned a preliminary 'B' issue rating to the proposed EUR825
million first-lien loans to be issued by team.blue Finco Sarl.

S&P said, "The stable outlook indicates that we expect revenue
growth of 7%-10% over 2021 and 2022, and the adjusted EBITDA margin
to expand to 41%-44% by 2022 from about 39% in 2020. As such, we
would expect adjusted leverage (excluding PIK loans) to remain
under 7.5x and free operating cash flow (FOCF) to debt (excluding
PIK loans) to be at or above 6% for 2021-2022."

The company has deep local expertise and leading market positions
in most of its key geographies.

For domain registration, team.blue has the No. 1 position in seven
European markets (the Netherlands, Belgium, Ireland, Denmark,
Portugal, Turkey, and Bulgaria), the No. 2 position in Italy, and
the No. 3 position in the U.K., Czech Republic, and Switzerland. In
total, team.blue has over 2 million customers across Europe.

It generates about 80% of its total revenue from countries where it
has a No. 1 or No. 2 position.

S&P understands that in countries like Netherlands, Belgium, and
Italy--all key geographies--it has a domain registration market
share of 20%-25% or more that has been stable or improving for at
least two years. Furthermore, team.blue has well-recognized local
brands that provide solutions and support in the local language and
address local market needs. This is especially important in its
target SME market in Europe, where buying local is a key
consideration. Sales data demonstrates that local champions have a
structural go to market advantage--reflected in 13.5x life-time
value/customer acquisition cost (LTV/CAC) being superior to
international players and smaller local players. Local expertise
and market-leading local brands act as a barrier to entry for
larger players like Go Daddy. As a result, there is minimal overlap
between Go Daddy and team.blue outside the U.K., and team.blue
mainly competes with regional players.

Having a market leading position with well-recognized brand in
local geographies is a key differentiating factor.

It leads to a networking effect--through word-of-mouth marketing, a
lot of traffic goes naturally to the market leader. Moreover,
team.blue has entrenched relationship with resellers (web
designers); it works with more than 15,000 resellers. SMEs that go
to an reseller for a website often end up on team.blue platform.
S&P believes this contributes to the low customer acquisition cost
and a superior LTV/CAC ratio.

Solid profitability and moderate capital spending translate to
robust free cash flow generation.

In 2020, team.blue completed eight acquisitions of local brands,
with more in the first quarter of 2021. When it acquires a local
brand, it integrates most of the support functions, including
general, administrative, and data center costs in some instances.
As a result, team.blue's acquisitions bring it material cost
synergies. Its marketing costs are relatively low, especially
compared with those of peers like Go Daddy. It also spends less on
research and development (R&D) than peers, including capitalized
R&D that S&P expenses in line with its criteria. This translates
into solid profitability--it had an adjusted EBITDA margin of
around 39% in 2020. By contrast, Go Daddy had an adjusted EBITDA
margin of 20%-25% and Endure's was around 35%.

Solid profitability and moderate capital spending mean robust free
cash flow generation.

S&P said, "We view team.blue's capital expenditure (capex) as
moderate, given the asset-light nature of the business; capex to
sales is around 7%. As such, we recognize that it has solid free
cash flow generation and high free cash flow conversion. Its
FOCF-to-revenue ratio is well over 15% and FOCF to debt (excluding
PIK loans) is above 5%."

Low value churn, combined with high recurring revenue, offers good
near-term earning visibility.

Nearly all products and solutions are sold on 12-month contracts,
most of which are paid in advance. Contracts are automatically
renewed after 12 months, generally at a higher prices but with
additional features. As a result, 99% of revenue is recurring. As
the entry price points for domain registration and web hosting
services are typically low, annual price increases have little
effect on churn. S&P said, "As such, although we do not consider
price to be the key differentiating factor, the quality of service
and availability of local support remains a key competitive
differentiator. Although subscriber churn is higher, at around
12%--mainly due to higher churn in the volatile low-value
customers--the overall value churn of customers is relatively low,
at around 4%. We understand that subscriber churn is mainly caused
by customer defaults or mergers and acquisitions, rather than a
switch to competitors." Furthermore, the value churn is offset by
upselling and cross-selling with existing customers, which brings
net retention revenue to over 100%; this offers good earning
predictability and visibility for the next 12 months.

The company is modest in scale and has a narrow product profile,
but solid geographic diversity.

Its products and solutions focus on a narrow end market of
providing domain registration and ancillary web presence solutions
to SMEs. Having said that, we acknowledge that the group is
geographically diversified across Europe and generally has a
leading position in many of its key geographies. Its EBITDA of
EUR125 million-EUR150 million also demonstrate the difference in
scale compared with rated peers like Go Daddy (EUR550
million-EUR570 million) and Endure (EUR300 million-EUR320 million).
Its small size leaves it vulnerable to underperformance, which
would cause its debt-protecting metrics to deteriorate quickly.
However, it demonstrated resilient operating performance through
the COVID-19 crisis.

The domain registration and web hosting market remains highly
competitive, with limited product differentiation.

Although the local European markets are, to some extent, shielded
from global giants like Go Daddy, these markets remain highly
competitive. A prospective customer for domain registration or web
hosting has a wide array of solutions to choose from, including
some free-to-use solutions, making the overall market highly
competitive. Many local players operate in each country and there
is little differentiation between different solutions and products.
Developing a solution also requires little capital investment. For
new entrants, the sheer number of players in the market makes it
difficult to develop scale without differentiation. Although
team.blue operates in highly competitive markets that have
relatively low barriers to entry, its market-leading positions and
strong local brand recognition helps offset some of the drawbacks.

The proposed refinancing of team.blue's existing debt, and the
funding of a dividend, will make its capital structure highly
leveraged.

As of December 2020, the total financial debt in team.blue's
capital structure was around EUR870 million, mainly in the form of
senior and super senior term facilities. The company intends to
refinance all this debt by issuing a combination of term loans and
PIK loans. The total amount issued is to be around EUR1.2 billion
and team.blue intends to use part of the proceeds to fund a
dividend payment of about EUR340 million.

The plan is to issue the following instruments to fund the
refinancing and dividends:

-- A senior secured first-lien loan of EUR825 million;

-- A senior secured second-lien loan of EUR225 million; and

-- A third-party PIK loan of EUR150 million, issued outside the
restricted group.

S&P said, "If team.blue carries out the proposed issuance, we
expect adjusted debt to EBITDA (excluding PIK loans) to spike to
above 7.5x in 2021 and revert to just below 6.5x in 2022. We treat
PIK loans as debt under our criteria. Adjusted debt to EBITDA debt
including PIK loans would thus peak above 8.5x in 2021, before
deleveraging to around 7.5x in 2022. The highly leveraged capital
structure would constrain our rating on team.blue.

"The stable outlook indicates that we expect revenue growth of
7%-10% over 2021 and 2022, and the adjusted EBITDA margin to expand
to 41%-44% by 2022 from about 39% in 2020. The expansion would be
fueled by volume growth in the underpenetrated SME market and by
team.blue's systematic approach to increasing average revenue per
customer (ARPC) through price increases at contract renewal. As
such, we would expect adjusted leverage (excluding PIK loans) to
remain under 7.5x (under 8.6x including PIK loans) and FOCF to debt
(excluding PIK loans) to be at or above 6% for 2021-2022 (5%
including PIK loans).

"We could lower the rating if adjusted debt to EBITDA excluding PIK
loans increases above 7.5x (above 8.6x including PIK loans) or FOCF
to debt excluding PIK loans fell below 6% (below 5% including PIK)
on a sustainable basis. We think this could occur if team.blue made
additional large acquisitions funded with debt. Alternatively, if
weak macroeconomic conditions caused SMEs to fail, the company
could experience higher churn. Finally, new entrants to the market
could cause competition to intensify in key geographies.

"We see an upgrade as unlikely over the next 12 months, given
team.blue's highly leveraged capital structure. We could raise the
rating over the longer term if team.blue reduced its adjusted debt
to EBITDA (excluding PIK loans) to below 5.5x and achieved FOCF to
debt excluding PIK of close to 10%."




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F R A N C E
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CMA CGM: Moody's Hikes CFR to B1, Outlook Positive
--------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of CMA CGM S.A. to B1 from B2 and its probability default rating to
B1-PD from B2-PD. Concurrently, the company's senior unsecured
ratings were upgraded to B3 from Caa1. The outlook remains
positive.

RATINGS RATIONALE

The upgrade to B1 with a positive outlook reflects the strong
performance improvements and notable reduction of financial
leverage of CMA CGM over the recent quarters, supported by a
materially improved operating environment of the shipping market,
implemented efficiency measures and a financial policy focused on
debt reduction and preserving a good liquidity profile.

The container shipping market has performed very strongly amidst
the pandemic, supported by carriers meeting demand contraction
during the first half of 2020 by adjusting capacity in a
disciplined manner. Demand has since recovered, with volumes on key
trade lanes growing double digit, pushing freight rates to
unprecedent levels. While Moody's expects that currently elevated
freight rates will soften over the next quarters, the positive
outlook indicates the potential for sustained performance
improvements of CMA CGM through the cycle, on the back of more
disciplined capacity management by the market participants. This
includes limited new supply of ships expected during the next two
years, bringing it closer to equilibrium with demand.

Credit metrics have continuously improved following a peak after
the debt-financed acquisition of CEVA in 2019, as reflected in debt
to EBITDA of 3.8x as of September 2020 compared to 5.6x as of
September 2019. The strong operating performance improvements
supported the generation of positive free cash flow which was
applied to debt reduction and improved the liquidity profile. In
addition, Moody's note CMA CGM's recent activities to extend its
debt maturity profile evidenced by only having 13% of debt coming
due in the next 12 months compared to a level of 25% end of June
2020.

Although CMA's credit ratios are currently strong for the assigned
B1 rating, the rating is somewhat constrained by risks related to
its financial policy, which at times have impacted its capital
structure as well as its liquidity negatively. This also includes
the acquisition of CEVA Logistics, to which CMA has had to inject
substantial amounts of liquidity. That being said, a longer track
record of managing its balance sheet and liquidity more
conservatively would exert positive ratings pressure. Over time,
Moody's also believes there is a potential for CEVA to positively
contribute to the overall credit profile of the group.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects the potential for sustained
performance and improving leverage metrics into 2022 and beyond.
While freight rates are expected to fall back from current levels,
overall volumes and demand should remain robust, underpinned by
multi-government stimulus packages. This should translate into a
Moody's-adjusted debt / EBITDA ratio of 3.0x -- 3.4x and RCF / net
debt ratio of 22% - 24% within the next 12-18 months. A
continuation of CMA CGM's financial policy with a focus on debt
reduction and liquidity management could further support positive
pressure on the rating, though this must be balanced against the
company's appetite for acquisitions and opportunistic capital
expenditure.

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

Prerequisites for positive rating pressure over the next 12 to 18
months are sustained performance and leverage improvements,
reflected in sustaining a debt / EBITDA ratio below 4x, FFO
Interest Coverage above 4.0x, a high single-digit EBIT margin and
continued positive free cash flow generation. A stronger track
record of a more balanced financial policy is another significant
requirement for an upgrade.

Negative rating pressure could arise if the company's debt/EBITDA
ratio increased above 5.0x and FFO interest coverage decreased
below 3.0x and stayed at such levels for a prolonged period.
Additionally, negative free cash flow, larger M&A activities or a
weakened liquidity profile could cause negative pressure on
ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Shipping
Methodology published in December 2020.

LIST OF AFFECTED RATINGS:

Upgrades:

Issuer: CMA CGM S.A.

Probability of Default Rating, Upgraded to B1-PD from B2-PD

LT Corporate Family Rating, Upgraded to B1 from B2

Senior Unsecured Regular Bond/Debenture, Upgraded to B3 from Caa1

Outlook Actions:

Issuer: CMA CGM S.A.

Outlook, Remains Positive

COMPANY PROFILE

CMA CGM is the fourth-largest provider of global container shipping
services. The company operates primarily in the international
containerized maritime transportation of goods, but its activities
also include container terminal operations, intermodal, inland
transport and logistics. For the last twelve months that ended
September 30, 2020, the company reported revenue of $29.8 billion
and EBITDA of $4.9 billion.


FINANCIERE TOP: S&P Alters Outlook to Stable & Affirms 'B' LT ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Financiere Top Mendel SAS
(Ceva) to stable from negative, and affirmed its 'B' long-term
issuer credit rating on the company, along with its 'B' issue
rating on its senior secured facilities.

The stable outlook indicates S&P's belief that Ceva will sustain
leverage well below 8x while generating positive FOCF.

In 2020, Ceva generated profitable growth and turned FOCF positive.
S&P said, "We estimate S&P Global Ratings-adjusted debt to EBITDA,
excluding the noncommon equity (convertible bonds ORA/ORANBSA),
will decline to about 7.6x in 2020. Including the convertible bonds
(ORA/ORANBSA) and the payment-in-kind (PIK) instrument, financial
leverage would be 10.8x. Despite the deeply subordinated nature of
the instruments and very restrictive payments conditions allowed
under the senior facilities agreement, they do not fully comply
with our criteria for equity-like treatment. The group generated
EUR64.6 million of FOCF in 2020. Historically, FOCF had been
negative. We now forecast it will comfortably remain positive,
supported by higher earnings and lower working capital
requirements. In 2020, EBITDA reached EUR325.8 million, which is
broadly in line with the company's expectations and above our
previous forecasts. Sales increased by 4.8% compared with the
previous year, reaching EUR1.27 billion, but were nevertheless
below than our previous expectations, mainly due to unfavorable
foreign exchange, which was particularly significant in the Latin
America region, with a negative impact of EUR40 million. At
constant size and currency, growth would have reached 7.8%. The
group did not complete acquisitions in 2020. Nevertheless, it
benefited from full-year integration of its most recent
transactions: IDT Biologika and Thunderworks, which closed in July
2019."

S&P said, "We believe Ceva will maintain its trajectory of
profitable growth.   We anticipate all segments will continue to
benefit from rising demand, because 70% of Ceva's sales relate to
the food chain and are largely tied to nondiscretionary spending,
although the drop in tourism and food servicing was affected,
reducing slightly meat consumption. Furthermore, the companion
animal segment quickly recovered from the drop in veterinary visits
during the first lockdown. The company's growth will be mainly
driven by poultry (even more in the broilers subsegment) and swine,
the two segments where the group has the highest market shares. In
poultry, where the group benefits from a 9% market share globally,
and 19% in biopharma, we estimate market growth at a compound
annual growth rate (CAGR) of 8% from 2020-2025. Assuming no
acquisitions in 2021, S&P Global Ratings-adjusted debt to EBITDA,
excluding the noncommon equity, could decrease toward 7x. This
leaves some headroom for potential acquisitions.

"We forecast the S&P Global Ratings-adjusted EBITDA margin will
stabilize slightly below 26%.  We estimate the adjusted EBITDA
margin increased to 25.7% in 2020 from 23.1% in 2019. This
significant improvement follows lower operating expenses because of
cost-saving initiatives. We believe the group largely has benefited
from the immediate, drastically reduced travel and expenses during
the pandemic. Still, we are confident that part of these savings
will last, because digital communication proved to be efficient,
even on the sales side. In addition, management expects some
economies of scale on certain products as they are rolled out
across various regions with regulatory approvals."

FOCF should remain positive, supported by higher profitability and
lower working capital requirements.  In recent years, working
capital increased mainly because of higher inventory levels. Those
inventories covered finished products, notably vaccines, to ensure
the ability to respond to increases in demands. To a lesser extent,
they reflected stocks of active pharmaceutical ingredients and
other strategic raw materials that management held to ensure safety
during potential shortages. S&P said, "On both levels, we believe
that the company reached sufficient levels. Consequently, we
forecast working capital outflow will be limited. Capital
expenditure (capex) should remain relatively high. In line with
management's guidance, we forecast EUR156.4 million in 2021
compared to EUR131.3 million in 2020. The group continues to invest
in its factories in France, Hungary, and China. In 2020, the group
generated EUR64.6 million in FOCF. However, FOCF had been negative
in previous years. Still, the group benefits from a solid cash
position of EUR405 million. The material cash on the balance sheet
is supported by overfunding that took place during the refinancing
in March 2019, EUR46 million of capital inflow during the capital
structure reshuffling in March 2020, and draws of EUR90 million on
bilateral loans and EUR50 million under the capex facility."

Management continues to prioritize research and development (R&D)
investment to secure long-term growth.  It has historically
maintained a consistent strategy of spending 10% of annual sales in
R&D. Nevertheless, in recent years, the company focused on
geographic extension for existing products. Ceva forecasts that new
key launches across species should occur beyond 2025. There is less
pressure for innovation in the animal pharmaceutical industry
compared to human pharmaceuticals. A large proportion of the drugs
marketed have been for decades. In S&P's view, these long life
cycles provide stability and reduce risk because companies are far
less exposed to patent expiry.

S&P said, "We continue to see Ceva at the low end of our
satisfactory business risk profile assessment.  The company
manufactures 3,500 products, with no exposure to single
blockbusters, because the best-selling product represents less than
6.6% of total sales. The top-15 products (including versions
approved in various countries) represent less than 40% of sales.
Nevertheless, we see the company at the low end of our satisfactory
business risk profile assessment because of the group's limited
scale, and small market share outside of the poultry segment." In
poultry, key vaccines include Transmune, a broad-spectrum
immune-complex vaccine that offers protection against all types of
the Gumboro Disease virus. Other vaccines include Vectormune ND and
ULTIFEND IBD ND. In swine, key products are Coglapix, Altresyn, and
Vetrimoxin LA.

The stable outlook reflects S&P's forecast that the company will
sustain leverage well below 8x while generating positive FOCF,
enabling it to build up cash to finance potential external growth
with limited impact on leverage. S&P assumes the following:

-- The group will continue to generate organic growth at least in
the 5%-6% range, while gradually improving profitability.

-- Its working capital and capex needs will not exceed EUR40
million in 2021 and EUR90 million in 2022.

Downside scenario

S&P would take a negative rating action if:

-- S&P Global Ratings-adjusted debt to EBITDA, excluding the
noncommon equity, starts approaching 8x. This could happen in case
of large debt-funded acquisitions.

-- FOCF approaches zero or turns negative.

-- S&P lowered its assessment of the company's quality of earnings
following market share losses or significant profitability
deterioration.

Upside scenario

S&P could take a positive rating action if Ceva demonstrated
capability and willingness to reduce its financial leverage
comfortably and sustainably below 7x. For a positive rating action,
this should be combined with continuous substantial positive FOCF
and a significant cash cushion that would allow the company to
finance either unforeseen negative events or acquisitions without
the need to raise debt.


SEQENS GROUP: S&P Alters Outlook to Stable & Affirms 'B' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on France-based Seqens Group
Holding to stable from negative and affirmed the ratings at 'B'.

S&P said, "The stable outlook reflects our view that current
positive business trends and Seqens' increased presence in the more
robust pharmaceutical businesses should facilitate steady
deleveraging to below 6x S&P Global Ratings-adjusted debt to EBITDA
in 2021. We also expect free operating cash flow (FOCF) will remain
positive and that the group will sustain at least adequate
liquidity.

"We now estimate that Seqens' EBITDA, as adjusted by S&P Global
Ratings, increased 34% to about EUR140 million in 2020 from EUR104
million in 2019."   The marked increase stems from a higher margin
in 2020, particularly on the back of growth in pharmaceuticals.
Seqens has been shifting its portfolio toward more resilient,
higher-margin pharmaceutical solutions. This has helped the group
to overcome last year's COVID-19-related economic challenges.
Higher demand for pharma and solvent products related to hygiene
applications, as well as improved operational efficiency, has more
than offset the decline in certain product lines of the chemicals
business, which are exposed to cyclical end markets like auto and
construction and were affected by the pandemic.

Rising EBITDA has enabled continuous and swift reductions in
leverage.  As measured by S&P Global Ratings-adjusted debt to
EBIDTA, Seqens' leverage decreased to about 6.1x-6.3x in 2020 from
8.3x in 2019. S&P assumes further improvements to below 6x in 2021.
Earnings will likely continue to improve thanks to ongoing healthy
market demand for pharmaceuticals; Seqens' strong competitive
position in the salicylics and paracetamol chain; benefits from the
new active pharmaceutical ingredients (API) unit (POTENT) and
operational upgrades at contract development and manufacturing
organization (CDMO); as well as a gradual recovery of market demand
in the chemicals business, which had suffered pandemic-related
setbacks.

S&P said, "We believe that, following robust EBITDA and disciplined
cash protection measures in 2020, Seqens will continue to generate
positive FOCF and sustain at least adequate liquidity in 2021.  
The group's FOCF strengthened to above EUR25 million in 2020 thanks
to much higher EBITDA, the group's efforts to preserve liquidity
through cost control, disciplined capex, and continuous focus on
working capital management. In addition, a EUR15 million loan from
BPI France bolstered the group's liquidity. Furthermore, the
transfer of some interest payments to 2021 led to stronger cash
flow last year. We expect FOCF to remain positive, supported by
continuous earnings growth and focus on cost and working capital
control."

That said, growth capex will likely cut into FOCF over the next two
to three years.  Seqens intends to capture significant on-shoring
opportunities in APIs and intermediates in Europe and the U.S.,
which suffered from shortage and quality concerns of supplies from
Asia, especially during the pandemic. This sparks a global trend in
greater autonomy in critical medicines, and Seqens plans to
accelerate investments to capture these market opportunities. S&P
said, "Consequently, capex will be higher than normal in 2021-2023,
although we acknowledge that the government will cover more than
50% of the expense through subsidies or advance payments the group
will pay back upon the completion of the projects. FOCF is
therefore likely to decline to below EUR10 million in 2021 and
remain constrained in 2022. Nevertheless, in the long term, we
expect the investments will support higher sales."

S&P said, "We expect the group's financial policy will support the
current rating.   We note that the major private equity owner,
Eurazeo, has helped Seqens keep leverage manageable. For example,
Eurazeo made a larger-than-expected equity contribution of around
EUR60 million in 2018 to finance the acquisition of PCI Synthesis.
Also, we expect that Seqens will further accelerate the integration
of acquired businesses and implement more organic growth projects
in the next two years, rather than making additional acquisitions.

"The stable outlook reflects our view that Seqens will steadily
deleverage to below 6x S&P Global Ratings-adjusted debt to EBITDA
in the next 12 months thanks to current positive business trends
and Seqens' increased presence in the more resilient and profitable
pharmaceutical businesses. We also expect the group will sustain
positive FOCF and at least adequate liquidity.

"We could lower the rating if Seqens' margin declined significantly
and FOCF turned negative without near-term recovery prospects. This
could occur if unexpected adverse market conditions or sudden
operational issues severely set back Seqens' performance, alongside
high growth capex. In addition, a weakening in liquidity or a more
aggressive financial policy regarding acquisitions and dividends
could constrain the rating.

"We view an upgrade as remote at this stage. We could raise the
rating if Seqens demonstrated a track record of healthy organic
growth while at least maintaining its current profitability and
generating sustainably solid FOCF. An upgrade would be contingent
on adjusted debt to EBITDA improving to sustainably below 5x and a
strong commitment from the shareholder to keep adjusted leverage at
this level."




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G E R M A N Y
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WESER FUNDING 2: Moody's Hikes EUR52.6M Class B Notes From Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating of class A and
Class B notes in Weser Funding S.A., Compartment No. 2. The rating
action reflects the correction of a modelling error as well as the
increased levels of credit enhancement for the affected Notes.

EUR726.7 million Class A Notes, Upgraded to Aa2 (sf); previously
on May 7, 2020 Assigned A2 (sf)

EUR52.6 million Class B Notes, Upgraded to Baa1 (sf); previously
on May 7, 2020 Assigned Ba1 (sf)

The transaction is a revolving cash securitisation of term loans
granted to medium-sized enterprises and smaller corporates
predominantly located in Germany and originated by Oldenburgische
Landesbank AG ("OLB") (Baa2 / P-2 / A3(cr)). The three-year
revolving period will end in May 2023.

RATINGS RATIONALE

The rating action is prompted by (i) the correction of an error
relating to the recoveries used to model this transaction at the
last rating action in May 2020 and (ii) the increase in credit
enhancement for the affected tranches.

The ratings on all the notes now incorporates the correction to the
waterfall error relating to the recoveries on defaulted loans. At
the time of the rating assignment, the cash flow modelling did not
account for the recoveries as part of principal collections but as
interest collections, therefore giving limited benefit to the
assumed recoveries of 25% as the transaction does not allow the use
of interest to pay principal. According to the transaction
documents, the recoveries from defaulted loans are part of the
principal collections and can be used for principal payments
through the waterfall. The correction to this input has beneficial
effects on both tranches.

Because the upsizing of the portfolio to the Total Transaction
Amount of EUR1.3bn did not take place by December 2020 as
originally contemplated, the credit enhancement levels for class A
and class B notes now stand at 34.48% and 29.70% respectively,
compared to 30.71% and 26.67% respectively in the initially
contemplated capital structure.

Revision of Key Collateral Assumptions:

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

The performance of the transactions has continued to be stable
since the closing. Total delinquencies and cumulative defaults are
zero, with pool factor at 100% in February 2021.

Moody's increased the default probability assumption to 10.0% from
7.85% at closing date based on a worst possible portfolio with the
current portfolio amount of EUR1,100.0mn, taking into account the
various concentration limits applicable on the portfolio during the
revolving period. Moody's has updated the CoV to 55.8%, which
combined with the revised key collateral assumptions, corresponds
to a portfolio credit enhancement of 39.31%.

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around our
forecasts. Moody's analysis has considered the effect on the
performance of corporate assets from a gradual and unbalanced
recovery in global economic activity.

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

Counterparty Exposure

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

Principal Methodology

The principal methodology used in these ratings was "Moody's Global
Approach to Rating SME Balance Sheet Securitizations" published in
May 2020.

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.

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.




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

AVOCA CLO XXII: S&P Assigns B- Rating on Class F Notes
------------------------------------------------------
S&P Global Ratings assigned credit ratings to Avoca CLO XXII DAC's
class X, A, B-1, B-2, C, D, E, and F notes. At closing, the issuer
also issued subordinated notes.

The ratings reflect S&P's assessment of:

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

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

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

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

-- The transaction's counterparty risks, which are line with its
counterparty rating framework.

  Portfolio Benchmarks
                                              Current
  S&P weighted-average rating factor         2,812.68
  Default rate dispersion                      434.43
  Weighted-average life (years)                  5.23
  Obligor diversity measure                    129.05
  Industry diversity measure                    16.80
  Regional diversity measure                     1.20

  Transaction Key Metrics
                                              Current
  Portfolio weighted-average rating derived
     from S&P's CDO evaluator                       B
  'CCC' category rated assets (%)                1.63
  Modelled 'AAA' weighted-average recovery (%)  37.92
  Modelled weighted-average spread (%)           3.70
  Modelled weighted-average coupon (%)        5.50

Loss mitigation obligations

Under the transaction documents, the manager can purchase loss
mitigation obligations in connection with the default of an
existing asset with the aim of enhancing the global recovery on the
assets held by that obligor. The manager can also exchange
defaulted obligations for other defaulted obligations from a
different obligor with a better likelihood of recovery.

Rating rationale

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

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior-secured term loans and
senior-secured bonds. Therefore, S&P has conducted its credit and
cash flow analysis by applying its criteria for corporate cash flow
CDOs.

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the covenanted weighted-average spread (3.70%),
the reference weighted-average coupon (5.50%), and the lowest of
(i) the target portfolio weighted-average recovery rates and (ii)
the covenanted weighted-average recovery rates provided by the
collateral manager. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

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

Until the end of the reinvestment period on April 15, 2025, the
collateral manager may substitute assets in the portfolio for so
long as S&P's CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the current portfolio's default potential plus par losses
to date. As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

S&P said, "We consider that the transaction's documented
counterparty replacement and remedy mechanisms adequately mitigate
its exposure to counterparty risk under our current counterparty
criteria.

"We consider 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 ratings are
commensurate with the available credit enhancement for the class X
to F notes. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B-1, B-2, C, D, E, and F
notes could withstand stresses commensurate with higher rating
levels than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the 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 X to E notes
to five of the 10 hypothetical scenarios we looked at in our recent
publication.

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

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 transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and is managed by KKK Credit Advisors
(Ireland) Unlimited Co.

  Ratings List

  Class   Rating    Amount  Interest   Credit
                   (mil. EUR)  rate (%)    enhancement (%)
  X       AAA (sf)     2.00    3mE + 0.28      N/A
  A       AAA (sf)   244.00    3mE + 0.83    39.00
  B-1     AA (sf)     26.00    3mE + 1.30    28.00
  B-2     AA (sf)     18.00    1.65          28.00
  C       A (sf)      31.00    3mE + 2.00    20.25
  D       BBB- (sf)   24.50    3mE + 2.90    14.13
  E       BB- (sf)    16.50    3mE + 5.23    10.00
  F       B- (sf)     12.00    3mE + 7.46     7.00
  Subordinated  NR    34.00    N/A             N/A

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


CARLYLE EURO 2017-2: Moody's Affirms Ba2 Rating on Class D Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Carlyle
Euro CLO 2017-2 DAC (the "Issuer"):

EUR266,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aaa (sf)

EUR40,000,000 Class A-2-A-R Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aa2 (sf)

EUR20,000,000 Class A-2-B-R Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aa2 (sf)

At the same time, Moody's affirmed the ratings of the outstanding
notes which have not been refinanced:

EUR31,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed A2 (sf); previously on Sep 4, 2020
Affirmed A2 (sf)

EUR21,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa2 (sf); previously on Sep 4, 2020
Confirmed at Baa2 (sf)

EUR27,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Sep 4, 2020
Confirmed at Ba2 (sf)

EUR13,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B2 (sf); previously on Sep 4, 2020
Confirmed at B2 (sf)

RATINGS RATIONALE

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

Moody's rating affirmation of the Class B Notes, Class C Notes,
Class D Notes, and Class E Notes are a result of the refinancing,
which has no impact on the ratings of the notes.

The Issuer issued the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1 Notes,
Class A-2-A Notes and Class A-2-B Notes due 2030 (the "Original
Notes"), previously issued on August 03, 2017 (the "Original
Closing Date"). On the refinancing date, the Issuer has used 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 EUR31.0
million of Class B Notes, EUR21.0 million of Class C Notes, EUR27.0
million of Class D Notes, EUR13.0 million of Class E Notes, and
EUR46.1 million of Subordinated Notes, which will remain
outstanding. The terms and conditions of the Class B Notes, Class C
Notes, Class D Notes, Class E Notes and Subordinated Notes will be
amended in accordance with the refinancing notes' conditions.

As part of this refinancing, the Issuer has extended the weighted
average life by 15 months to 5.7 years. It has also amended the
reinvestment criteria post reinvestment period, certain
concentration limits, definitions and minor features. In addition,
the Issuer has amended the base matrix and modifiers that Moody's
has taken into account for the assignment of the definitive
ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be fully ramped as
of the closing date.

CELF Advisors LLP 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 remaining 5.3-month reinvestment
period. Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations and
credit improved obligations.

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

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

EUR437,715,867

Defaulted Par: EUR4,395,659 as of February 03, 2021

Diversity Score: 54

Weighted Average Rating Factor (WARF): 3300

Weighted Average Spread (WAS): 3.79%

Weighted Average Coupon (WAC): 4.48%

Weighted Average Recovery Rate (WARR): 45.3%

Weighted Average Life (WAL): 5.3 years


CARLYLE EURO 2017-2: S&P Assigns B- Rating on Class E Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Carlyle Euro CLO
2017-2 DAC's class A-1-R, A-2-A-R, and A-2-B-R notes. At the same
time, S&P has affirmed its ratings on the class B, C, D, and E
notes.

On March 9, 2021, the issuer refinanced the original class A-1,
A-2-A, and A-2-B notes by issuing replacement notes of the same
notional.

The replacement notes are largely subject to the same terms and
conditions as the original notes, except for the following:

-- The replacement notes have a lower spread over Euro Interbank
Offered Rate (EURIBOR) than the original notes.

-- The portfolio's maximum weighted-average life has been extended
by 15 months.

-- The portfolio shall consist of not less than 90.0% of senior
secured obligations and not more than 10.0% of unsecured senior
obligations, second lien loans, mezzanine obligations, and high
yield bonds.

The ratings assigned to Carlyle Euro CLO 2017-2's refinanced notes
reflect its assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which is in line with its
counterparty rating framework.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will permanently switch to semiannual payment.

The portfolio's reinvestment period will end in August 2021.

S&P said, "In our cash flow analysis, we used a EUR439.69 million
adjusted collateral principal amount and the actual
weighted-average spread, weighted-average coupon, and
weighted-average recovery rates for all rating levels.

"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 indicates that the available
credit enhancement for the class A-2-A-R, A-2-B-R, B, and C notes
could withstand stresses commensurate with higher ratings than
those we have assigned. However, as the CLO is in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes. In
our view the portfolio is granular in nature, and well-diversified
across obligors, industries, and assets. The class A-1-R and D
notes can withstand stresses commensurate with their current rating
level.

"We note that the class E notes' break-even default rate (BDR) is
lower than its respective scenario default rate (SDR) at the 'B-'
rating level. Based on the portfolio's actual characteristics and
additional overlaying factors, including our long-term corporate
default rates, in our view this class is able to sustain a
steady-state scenario, in accordance with our criteria." S&P's
analysis further reflects several factors, including:

-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 21.68% (for a portfolio with a
weighted-average life of 4.25 years) versus 13.27% if it was to
consider a long-term sustainable default rate of 3.1% for 4.25
years.

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

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

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

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

Elavon Financial Services DAC is the bank account provider and
custodian. Its documented downgrade remedies are in line with S&P's
counterparty criteria.

S&P said, "Following the application of our structured finance
sovereign risk criteria, we consider the transaction's exposure to
country risk to be limited at the assigned ratings, as the exposure
to individual sovereigns does not exceed the diversification
thresholds outlined in our criteria.

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

"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-1-R to D
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 E notes."

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."

Carlyle Euro CLO 2017-2 is a broadly syndicated collateralized loan
obligation (CLO) managed by CELF Advisors LLP.

  Ratings List

  Class    Rating   Amount   Replacement    Original       Sub (%)
                 (mil. EUR)  notes          notes
                             interest rate* interest rate
  -----    ------  -------   -------------  -------------
--------
  A-1-R    AAA (sf)  266.00  Three-month    Three-month     39.50
                             EURIBOR        EURIBOR
                             plus 0.63%     plus 0.83

  A-2-A-R  AA (sf)    40.00  Three-month    Three-month     25.86
                             EURIBOR        EURIBOR
                             plus 1.30%     plus 1.50%

  A-2-B-R  AA (sf)    20.00  Three-month    Three-month     25.86
                             EURIBOR        EURIBOR
                             plus 1.30%     plus 1.77%/1.50%

  B§       A (sf)     31.00  N/A     Three-month     18.81
                                            EURIBOR
                                            plus 2.07%

  C§       BBB (sf)   21.00  N/A            Three-month     14.03
                                            EURIBOR
                                            plus 3.05%

  D§       BB (sf)    27.00  N/A            Three-month      7.89
                                            EURIBOR
                                            plus 5.23%

  E§       B- (sf)    13.00  N/A            Three-month      4.93
                                            EURIBOR
                                            plus 6.90%

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

§ These classes of notes were not subject to refinancing.
EURIBOR - Euro Interbank Offered Rate.
N/A - Not applicable.


SCULPTOR EUROPEAN I: S&P Assigns Prelim. B- Rating on F Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Sculptor
European CLO I DAC's class X, A, B1, C, D, E, and F refinancing
notes. At closing, the issuer will also issue EUR45.70 million of
unrated subordinated notes.

S&P said, "We consider that the target 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 Benchmarks
                                                       Current
  S&P Global Ratings weighted-average rating factor   2,866.72
  Weighted-average life (years)                           4.72
  Obligor diversity measure                             127.51
  Industry diversity measure                             20.90
  Regional diversity measure                              1.35
  Weighted-average rating                                  'B'
  'CCC' category rated assets (%)                         5.32
  'AAA' weighted-average recovery rate                   37.16
  Weighted-average spread (net of floors; %)              3.65

S&P said, "In our cash flow analysis, we used the EUR399.4 million
target par amount, a weighted-average spread of 3.65%, the
reference weighted-average coupon (3.50%), and the covenanted
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 B1, C, D,
and E notes benefit from break-even default rate (BDR) and scenario
default rate cushions that we would typically consider to be in
line with higher ratings than those assigned. However, as the CLO
will have a reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our
preliminary ratings on the notes."

The class F notes' current BDR cushion is -0.37%. Based on the
portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and the
class F notes' credit enhancement, this class is able to sustain a
steady-state scenario, in accordance with our criteria. S&P's
analysis further reflects several factors, including:

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

-- S&P'd model-generated portfolio default risk, which is at the
'B-' rating level at 24.68% (for a portfolio with a
weighted-average life of 4.72 years) versus 14.63% if it was to
consider a long-term sustainable default rate of 3.1% for 4.72
years.

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

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

-- If it envisions this tranche to default in the next 12-18
months.

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

Citibank N.A., London Branch is the bank account provider and
custodian. At closing, S&P expects its documented replacement
provisions to be in line with its counterparty criteria for
liabilities rated up to 'AAA'.

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

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

"The CLO is managed by Sculptor Europe Loan Management Ltd. Under
our "Global Framework For Assessing Operational Risk In Structured
Finance Transactions," published on Oct. 9, 2014, the maximum
potential rating on the liabilities is 'AAA'.

"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."

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

  Ratings List

  Class    Prelim. rating   Amount (mil. EUR)
  X          AAA (sf)           2.00
  A          AAA (sf)         246.00
  B1        AA (sf)            38.00
  C         A (sf)             28.00
  D         BBB (sf)           25.60
  E         BB- (sf)           19.60
  F         B- (sf)            14.00
  Sub notes NR                 45.70

  NR--Not rated.




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

BRUNELLO BIDCO: S&P Assigns 'B-' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B-' ratings to Italian software
provider TeamSystem's holding company, Brunello Bidco and its
EUR1.15 billion senior secured notes, with a recovery rating of '3'
indicating its expectation of meaningful recovery of about 50% in
the event of a default.

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

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

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

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

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

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

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

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


DIOCLE SPA: Moody's Completes Review, Retains B2 CFR
----------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Diocle S.p.A. and other ratings that are associated with
the same analytical unit. The review was conducted through a
portfolio review discussion held on March 5, 2021 in which Moody's
reassessed the appropriateness of the ratings in the context of the
relevant principal methodology(ies), recent developments, and a
comparison of the financial and operating profile to similarly
rated peers. The review did not involve a rating committee. Since
January 1, 2019, Moody's practice has been to issue a press release
following each periodic review to announce its completion.

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

Key rating considerations

Diocle S.p.A.'s (DOC Generici or the company) B2 corporate family
rating reflects its strong position in the Italian retail market,
where generics penetration and growth remain favorable; its strong
earnings and free cash flow (FCF) generation, which will allow for
deleveraging; and its broad product portfolio across several
therapeutic categories and products, with limited concentration and
high barriers to entry. The rating also reflects the company's
limited geographic diversification and scale, which render it
vulnerable to regulatory changes in Italy; its asset-light model,
which could expose the company to disruptions in the supply chain;
and high leverage, with deleveraging dependent on earnings growth.

The principal methodology used for this review was Pharmaceutical
Industry published in June 2017.


PIAGGIO & C.: S&P Alters Outlook to Positive, Affirms 'B+' ICR
--------------------------------------------------------------
S&P Global Ratings revised the outlook on Italian scooter
manufacturer Piaggio & C. SpA to positive from negative and
affirmed its 'B+' long-term issuer credit rating on the company.

S&P said, "The positive outlook reflects our view that Piaggio's
operating performance is likely to materially recover from a
challenging 2020, enabling S&P Global Ratings-adjusted FFO to debt
to be above 20% in the next 12 months, while continuing to ensure a
solid liquidity profile.

"Piaggio's preliminary results for 2020 outperformed our former
base case, thanks to a significant recovery in operating
performance during the second half.   The fallout of COVID-19
significantly hit Piaggio's operating performance in first-half
2020, with sales for the period decreasing by 27% versus the same
period in 2019. Operating performance improved in the second half,
with sales increasing by 1% versus second-half 2019. This resulted
in sales dropping about 13.6% in full-year 2020 from 2019 and our
reported EBITDA margin on a preliminary basis reaching 11.5% from
12.4% in 2019, thanks to good cost management. The recovery was
supported by a strong rebound in second-half 2020 with Europe, the
Middle East and Africa (EMEA)/Americas and Asia Pacific (APAC)
segments expanding by 20% and 27%, respectively. The operating
environment remained more challenging in India, where prolonged
lockdowns and social-distancing measures led sales to decrease by
43% in 2020 from EUR430 million in 2019. This is, however, higher
than our previous expectation of S&P Global Ratings-adjusted EBITDA
margin decreasing by about 300 basis points from 2019 levels and
FFO to debt of between 10%-15% in 2020 (please see: "Italian Auto
Maker Piaggio & C. SpA Downgraded To 'B+' Due To Coronavirus
Impact; Outlook Negative," published March 25, 2020, on
RatingsDirect, for more details). We now expect FFO to debt of
about 17%-18% and debt to EBITDA of 4.2x in 2020.

"Improved liquidity, following tightening in second-quarter 2020,
supports the rating on Piaggio.  We expect FFO to debt will improve
to above 20% and debt to EBITDA to about 3.5x in 2021. In addition,
after a challenging second-quarter 2020 from a liquidity
standpoint, we believe that Piaggio's cash management is now
normalized and to some extent even more robust. Over the second
quarter last year, Piaggio's liquidity suffered from countries'
prolonged lockdowns, which led to it to alter utilization of
working capital off-balance-sheet arrangements and resulted in a
less comfortable liquidity position than historically. We now
believe that Piaggio has access to about EUR435 million of cash and
committed lines, which together with our expected cash FFO, is more
than enough to cover the next 12 months' cash needs from Jan. 1,
2021, even in case of intrayear working capital swings of up to
EUR100 million."

Piaggio's margin resilience is reinforced by good operating
leverage and iconic brands with premium positioning.   In 2020,
Piaggio maintained its market position in the European two-wheeler
market, reaching a share of 14.2% compared with 14.1% in 2019. This
result was supported by good sales performance in the scooter
segment, where the company's market share reached 24%, in line with
2019. According to Piaggio, 1,455,000 two-wheel vehicles were
registered in the main European markets over 2020, including
207,000 sold by Piaggio. S&P said, "For 2021, we expect Piaggio's
sales to sharply increase 15% to about EUR1.5 billion, recovering
to 2019 levels. This rise should be reinforced by 11 new model
launches in 2021, including a new electric scooter that will be
available by June, which support our expectation of an about 12.5%
EBITDA margin for 2021--in line with prepandemic levels."

S&P said, "Large shareholder returns could drag on the company's
leverage.  For 2021, we estimate adjusted FOCF of EUR20
million-EUR30 million in our base case, down from about EUR45
million in 2020 owing to some working capital build up. That said,
the lack of a clear dividend policy somewhat constrains our view on
Piaggio's ability to deleverage. For 2021, we anticipate cash
dividend payments of about EUR35 million, of which EUR9 million
relates to the final dividend on 2020 profits to be paid in April
2021. The remaining EUR25 million is our base-case expectation
relating to the interim dividend on 2021 profits, to be paid in
September 2021. We therefore see some risks that our adjusted
discretionary cash flow (DCF) could turn negative in 2021. That
said, we positively note that the board proposed a final dividend
of EUR0.026 per share for 2020 profits. This results in a total
dividend for the year of EUR0.063 per share, down from EUR0.15 in
2019, which reflects a somewhat more conservative policy from
Piaggio, in our view."

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 positive outlook reflects that we could raise our
rating on Piaggio over the next 12 months if it delivers robust
revenue growth in 2021, with adjusted EBITDA margins returning to
prepandemic levels, leading to FFO to debt of above 20%.

"At the same time, we believe that the group will proactively
refinance to ensure a solid liquidity profile.

"We could upgrade Piaggio if it delivers solid operating
performance such that FFO to debt exceeds 20% on a sustainable
basis. An upgrade would also hinge on breakeven DCF prospects,
implying that shareholder distributions are largely covered by cash
flow from operations after capital expenditure (capex).
Furthermore, to achieve a higher rating, Piaggio will need to
continue to ensure comfortable liquidity by securing long-term
financing lines.

"We could revise the outlook to stable if the recovery of Piaggio's
operating performance is weaker than expected, causing FFO to debt
to remain below 20% and negative DCF by year-end 2021.
Additionally, if Piaggio's liquidity situation becomes strained, we
could take a negative action."




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

FR FLOW 1: Moody's Affirms B3 CFR & Alters Outlook to Positive
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of FR Flow Control
Luxco 1 S.a r.l., including the B3 corporate family rating, B3-PD
probability of default rating and B3 rating on the senior secured
term loan B. Moody's also assigned a B3 rating to Flow Control's
new revolving credit facility due 2025, in connection with an
amendment of its credit agreement. The B3 rating on the existing
revolving credit facility due 2024 remains unchanged and will be
withdrawn upon amendment close. The Ba3 rating on the
cash-collateralized, senior secured term loan C (of $70 million)
also remains unchanged and will be withdrawn upon repayment,
following the close of Flow Control's issuance of a new $70 million
performance letter of credit facility. Moody's also changed the
outlook to positive from stable.

RATINGS RATIONALE

The ratings consider Flow Control's solid market position in
attractive niches, particularly nuclear power generation,
heightened by a focus on the aftermarket/recurring revenue stream.
Cost reduction measures -- amid lower bookings from weak end market
demand in response to the coronavirus outbreak -- and shipments of
existing backlog orders have driven some revenue and margin growth.
Expanding aftermarket opportunities by better serving the installed
base of equipment should support longer term margin expansion,
along with good cost controls, and enable the company to build on
its positive momentum in establishing a sustainable run-rate level
of earnings. The aftermarket opportunities would be aided by
service center initiatives and maintaining an adequate supply of
spare parts.

Still, Flow Control has modest scale in a fragmented and
competitive industry, considerably lower margins than industry
peers and a history of uneven free cash flow generation. The
company also has a short history of execution as a standalone
operating entity. Its meaningful exposure to highly cyclical end
markets, including mining, oil & gas (mostly refining) and
chemical, also constrains the ratings. As well, the company is
exposed to a lag in timing of payments, particularly for large
shipments, which can lead to large working capital swings. Given
these risks, Moody's anticipates the company will operate with
moderate financial leverage, noting that debt-to-EBITDA (after
Moody's standard adjustments) will fall to the low 5x range pro
forma for the term loan C's repayment. The recovery in the macro
environment should support improving demand for Flow Control's
products, driving about mid-single digit top line growth over the
next year, although likely tenuous as the pandemic persists.

The positive outlook reflects Moody's expectations of top line
growth and cost saving actions, including procurement efficiencies,
to support steady margin and earnings improvement into 2022.
Certain key end markets currently benefit from favorable dynamics,
such as strict regulations in the nuclear power industry and the
need for infrastructure upgrades in the water and wastewater
industry. These dynamics and a meaningful base of equipment should
enable Flow Control to capture profitable growth opportunities. The
outlook also anticipates Flow Control will maintain at least
adequate liquidity and financial policies that will support good
financial flexibility over the next 12-18 months.

The adequate liquidity profile is based on Moody's expectation of
cash balances of over $70 million and positive free cash flow of at
least $20-$25 million (benefiting from relatively modest capital
expenditures) over the next 12-15 months. Moody's also expects Flow
Control to have adequate availability under the $40 million
revolving credit facility (due 2025), of which there were no
borrowings at December 31, 2020. The facility is utilized during
periods of higher working capital needs and to support potential
acquisition activity. The term loans and revolving facility include
a secured net leverage ratio (excludes cash and restricted cash),
and Moody's expect the company to maintain good cushion over the
next twelve months. The security for the new performance
letter-of-credit facility is expected to rank pari-passu with the
revolving credit facility. There are no near-term debt maturities
and only $1.8 million of annual amortization payments required on
the term loan B.

The B3 rating on the senior secured debt, at the same level as the
CFR, reflects the preponderance of this class of debt in the
liability structure.

Governance risks are highlighted by the company's private equity
ownership, which Moody's expects to have aggressive financial
policies. However, Moody's believes the company will refrain from
overly aggressive activities in the near term.

Moody's took the following actions for FR Flow Control Luxco 1 S.a
r.l.:

Affirmations:

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Gtd Senior Secured Term Loan B, Affirmed B3 (LGD3 from LGD4)

Assignments:

Gtd Senior Secured Revolving Credit Facility, Assigned B3 (LGD3)

Outlook Actions:

Outlook, Changed To Positive From Stable

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

Ratings could be upgraded with EBITDA margins approaching 15%,
benefiting from a larger share of higher-margin aftermarket
business from the installed base, as well as debt-to-EBITDA
expected to remain at 5x or below and positive free cash flow
generation on a sustained basis. A track record of top-line
stability and growth as well as a good liquidity profile would also
be necessary for an upgrade.

The ratings could be downgraded with Moody's expectation of
deteriorating margins, sustained negative free cash flow and
debt-to-EBITDA trending towards the mid-6x range. Additionally, an
inability to grow the aftermarket revenue stream, which adds
resilience to the top-line, would be viewed negatively. A weaker
liquidity profile, including significantly reduced revolver
availability or tight covenant compliance would also drive
downwards rating pressure, as would debt-funded transactions that
meaningfully weaken the credit metrics.

The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.

FR Flow Control Luxco 1 S.a r.l. is the financing subsidiary for FR
Flow Control Midco Limited (U.K.), doing business as Trillium Flow
Technologies, which designs and manufactures highly-engineered
valves and pumps and provides specialist support services to
several industries. These include the global power generation,
industrial, waste & wastewater, oil & gas and other
aftermarket-oriented process industries. Revenues for the year
ended December 31, 2020 were approximately $466 million.


LSF11 SKYSCRAPER: Moody's Rates New EUR1.11B Term Loan 'B2'
-----------------------------------------------------------
Moody's Investors Service assigned B2 ratings to the proposed
EUR1.11 billion senior secured term loan and the $570 million
senior secured term loan tranche with LSF11 Skyscraper HoldCo
S.a.r.l. as the borrower. Moody's expects to withdraw the B2
existing senior secured bank credit facilities ratings for the
senior secured term loan B1 once the syndication and repricing is
concluded.

RATINGS RATIONALE

Moody's has assigned B2 ratings to the proposed EUR-denominated
senior secured term loan tranche and the USD-denominated senior
secured term loan tranche as these tranches will replace the
existing EUR-denominated B1 and C1 tranches and the USD B tranche
respectively following a syndication and repricing process. The
company plans to conclude the process over the course of March.

The repricing is expected to result in low double-digit annual
interest cost savings, which is moderately credit positive. The
overall debt quantum of around EUR1.585 billion remains unchanged.
The company-adjusted EBITDA (post IFRS 16) amounted to EUR346
million in 2020, resulting in a reported gross leverage of around
4.6x. The company plans to issue audited financial statements for
Q4 2020 in April, which is when Moody's expects more granular
disclosure around management adjustments. On the basis of
company-reported EBITDA, the metrics are within the rating agency's
expectations.

RATIONALE FOR STABLE OUTLOOK

The outlook is stable and reflects Moody's expectation that
Skyscraper strengthens its EBITDA margins as it takes out its high
legacy costs. The stable outlook also assumes that the working
capital management after closing of the transaction in Q3 2020
results in a seasonally strong inflow of cash that will bolster the
company's cash balance. It also takes into account that there will
not be a second wave of coronavirus infections and that the global
economy continues to gradually recover from the outbreak in 2021.

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

Moody's could upgrade ratings if (1) debt/EBITDA dropped
consistently to below 5.0x; (2) the EBITDA margin increased
sustainably to above 15%; and (3) FCF/debt consistently in the high
single digits (%). Conversely, ratings could be downgraded if (1)
debt/EBITDA were to approach 6.0x; (2) EBITDA margins were to fall
towards 10%; and (3) the company's liquidity profile deteriorated
evidenced by either negative free cash flows or extensive use of
its RCF. All metrics reference is Moody's-adjusted.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

LSF11 Skyscraper HoldCo S.a.r.l. (Skyscraper), based in Luxembourg
and with operating headquarters in Germany, is a producer of
chemical products for the construction sector. Skyscraper has two
segments, Admixture Systems (AS) and Construction Systems (CS),
representing 46% and 54% respectively of 2020 group sales of around
EUR2.5 billion. The company is controlled by funds managed by Lone
Star Global Acquisitions, Ltd.

LSF11 SKYSCRAPER: S&P Rates Proposed Euro-Denominated Debt 'B'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to LSF11 Skyscraper Holdco S.a r.l.'s (doing
business as MBCC) proposed euro-denominated debt, which is in line
with the existing ratings on the euro-denominated TLB that will be
discontinued as the debt is replaced.

MBCC has proposed a repricing of its existing EUR1.585 billion
euro- and U.S. dollar-denominated senior secured term loan B (TLB).
The euro-denominated portion of the TLB--which consists of EUR810
million issued in August 2020 and an add-on of EUR300 million in
October 2020--will be simplified into a new single euro-denominated
tranche of EUR1.11 billion.

At the same time, the company is looking to widely distribute the
U.S. dollar-denominated portion of the TLB (equivalent to EUR475
million), which was previously privately placed. S&P assigned its
'B' issue-level rating and '3' recovery rating to this debt, which
is in line with our ratings on the existing debt.

S&P said, "The proposed repricing will lower MBCC's annual interest
expenses, and we view it as marginally positive from a credit
perspective. We understand MBCC is seeking to lower the applicable
margin on its TLB, which would reduce its annual interest expenses.
We, however, continue to expect leverage will remain high at about
6.5x and EBITDA coverage metrics at about 3.0x in the next 12
months."

S&P's 'B' long-term issuer credit rating and outlook on the company
are unchanged. The ratings continue to reflect MBCC's leading
position in a very competitive and fragmented construction chemical
market, upside potential for operating margins following the
carve-out, and robust free cash flow on the back of modest annual
fixed charges. These strengths are partly offset by its significant
exposure to cyclical construction markets compared with more
diversified chemical players, the high leverage starting point
following a leveraged buyout transaction, and potentially
aggressive financial policies given its private-equity ownership.

Issue Ratings - Recovery Analysis

Key analytical factors

-- S&P rates MBCC's proposed EUR1.11 billion euro-denominated
senior secured TLB 'B', with a '3' recovery rating, and its ratings
on the existing EUR150 million RCF remain unchanged.

-- S&P rates MBCC's EUR475 million equivalent
U.S.-dollar-denominated senior secured TLB (previously privately
placed) 'B', with a recovery rating of '3'.

-- The '3' recovery rating indicates its expectation for
meaningful recovery (50%-70%; rounded estimate 60%) in the event of
a default.

-- The recovery rating is constrained by the substantial amount of
senior secured debt and the relatively weak security package
comprising share pledges, intragroup receivables (not including
trade receivables), and bank accounts.

-- S&P estimates guarantors represent at least 80% of consolidated
EBITDA.

-- In S&P's hypothetical scenario, it assumes revenue and margin
contraction, owing to intensified competition, slowing demand for
the company's products in its key end markets, and the inability to
pass higher feedstock costs to customers.

-- S&P values MBCC as a going concern, given the group's solid
market position and large-scale integrated operations globally.

Simulated default assumptions

-- Year of default: 2024
-- Jurisdiction: Germany

Simplified waterfall

-- Minimum capital expenditure (capex) at 2% of pro forma annual
average revenue, similar to the standard assumption for the
specialty chemical sector, based on the company's average minimum
capex requirement per year

-- Implied enterprise value multiple: 5.5x, the anchor multiple
for the specialty chemicals industry

-- Gross enterprise value at default: EUR1.16 billion

-- Net enterprise value after administrative costs (5%): EUR1.10
billion

-- Estimated first-lien debt claim: EUR1.77 billion

   --Recovery range: 50%-70% (rounded estimate: 60%)

   --Recovery rating: 3




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

ALCOA NEDERLAND: Fitch Affirms BB+ IDR, Outlook Stable
------------------------------------------------------
Fitch Ratings affirmed Alcoa Corporation's and Alcoa Nederland
Holding B.V.'s Issuer Default Ratings (IDR) at 'BB+'. The Rating
Outlooks are Stable. The ratings of Alcoa Nederland Holding B.V.
senior unsecured notes and secured revolving credit facility are
affirmed at 'BB+'/'RR4'.

The ratings of subsidiary Alcoa Nederland Holding B.V. benefit from
an Alcoa Corporation guarantee and reflect Alcoa's modest leverage;
leading positions in bauxite, alumina and aluminum; strong control
over costs and spending; and flexibility afforded by the scope of
its operations.

The Stable Outlook reflects Fitch's view that operations will
continue to see no material impact from the coronavirus, total
debt/operating EBITDA after minority distributions will generally
be below 2.5x (YE 2.6x), and that FCF will generally be positive
after minimum pension contributions.

KEY RATING DRIVERS

Low-Cost Upstream Position: Alcoa assesses its bauxite costs in the
first quartile, its alumina costs in the first quartile and its
aluminum costs in the second quartile of global production costs.
Most of Alcoa's alumina facilities are located next to its bauxite
mines, cutting transportation costs and allowing consistent feed
and quality. Aluminum assets benefit from prior optimization and
smelters co-located with cast houses to provide value-added
products, including slab, billet and alloys.

Forecasted Sub-3.0x Leverage Metrics: Total debt of $2.5 billion
was 2.6x operating EBITDA after dividends from associates and
distributions to minority interests and net debt/operating EBITDA
after dividends from associates and distributions to minority
interests was 0.9x at Dec. 31, 2020. Fitch expects operating EBITDA
of at least $1.3 billion in 2021, net debt/EBITDA after minority
distributions to be less than 1.0x and total debt to EBITDA after
minority distributions to remain under 2.5x, assuming average
London Metal Exchange (LME) aluminum prices at $1,950/tonne (t) in
2021 and $1,850/t in 2022 and 2023. Fitch expects FFO leverage
before voluntary pension contributions to trend under 3.0x longer
term.

The company's initial capital structure was set in a $1,600/t
aluminum price environment and the $500 million notes issued in
2018 were used to fund contributions to pension plans thereby
providing flexibility in making required contributions. While the
$750 million notes issued in July 2020 were for general corporate
purposes, Fitch expects total debt to return to roughly $1.8
billion longer term absent opportunistic issues to fund pension
contributions.

Sensitivity to Aluminum Prices: While bauxite and alumina are
priced relative to market fundamentals in those markets and their
sales account for the bulk of Alcoa's earnings, these product
prices are sensitive to aluminum prices over the long run. The
company estimates a $100/t change in the LME price of aluminum
affects EBITDA by $195 million, including the effect of the power
LME linked agreements.

Alcoa has some value-added energy and conversion income, and some
power costs are LME linked, but the company will remain exposed to
the aluminum market.

Aluminum Price Volatility: Fitch raised its aluminum price
assumptions to $1,950/t from $1,600/t for 2021 on a stronger demand
recovery in China, particularly from the automotive and solar
energy sectors, and re-stocking outside of China, particularly in
Europe. Fitch expects a production surplus outside of China to
persist, causing prices to soften modestly once pent-up demand is
satisfied.

Supply rationalization improved the average LME aluminum cash price
to about $1,969/t in 2017 from about $1,660/t in 2015 and $1,620/t
in 2016. The LME aluminum price averaged about $2,110/t in 2018 on
dislocation from sanctions on United Company RUSAL Plc (B+/Stable),
and $1,791/t in 2019 as trade tensions bit into demand growth while
supply rebounded. The current spot price is about $2,150/t,
compared with the average of about $1,916/t in 4Q20.

AWAC Considerations: The company's alumina and bauxite operations
are owned through AWAC. In 2019, AWAC generated $1.6 billion in
adjusted EBITDA and paid $1.0 billion in dividends, net of capital
contributions. AWAC's dividend policy is generally to distribute at
least 50% of the prior calendar quarter's net income of each AWAC
company, and certain companies will also be required to distribute
excess cash. Alcoa consolidates AWAC's results, and Fitch expects
minority distributions net of contributions to range from about
$100 million to $200 million per year under its price assumptions.

AWAC has scant debt, and incurrence would fall under the subsidiary
debt basket in Alcoa's revolver, equal to the greater of $150
million and 1% of Alcoa's consolidated tangible assets, thereby
limiting the risk of structural subordination.

Pension Underfunding: Minimum required pension funding through 2025
was estimated at $965 million at Dec. 31, 2020, and the funded
status of direct benefit plans was a $1.5 billion shortfall. The
discretionary contributions made in 2018 resulted in flexibility
for future mandatory minimum payments.

Fitch expects Alcoa to manage its contributions through cash
generation and cash on hand, making voluntary contributions
consistent with its capital-allocation policies when generating
excess cash flow, and using flexibility to defer contribution to
shore up liquidity when cash balances are expected to be below $1
billion. Fitch expects annual FCF before pension contributions to
average at least $250 million.

Alcoa has taken several actions to freeze the defined pension plans
for U.S. and Canadian salaried employees and eliminate retiree
medical subsidies, effective Jan. 1, 2021.

DERIVATION SUMMARY

Alcoa Corp.'s total debt/operating EBITDA after associate and
minority dividends generally under 2.5x position it well against
'BB+' metals peers. While pension obligations are high, required
contributions are expected to be manageable. Fitch expects EBITDA
margins to average around 11% based on Fitch's price assumptions
over the next 24 months. The ratings of Alcoa Nederland Holding
B.V. are equalized with those of Alcoa Corp. due to their strong
operational and strategic linkages, in line with Fitch's Parent and
Subsidiary Rating Linkage (PSL) criteria.

Comparable Fitch-rated aluminum peers include United Company RUSAL
international public joint-stock company (B+/Stable), China
Hongqiao Group Limited (BB-/Stable), and Aluminum Corporation of
China Ltd. (Chalco; A-/Stable).

RUSAL benefits from substantial size (it is the largest aluminum
company outside of China) and its stake in PJSC MMC Norilsk Nickel.
FFO leverage is expected to be above 3.5x through 2022. RUSAL's
rating also captures the higher-than-average systemic risks
associated with the Russian business and jurisdictional
environment.

Hongqiao benefits from greater size, higher vertical integration
and EBITDA margins above 20%. Before the pandemic, Fitch expected
Hongqiao to continue to report positive FCF in the near term and
FFO net leverage to remain at 2.4x-2.7x. The company's ratings are
constrained by weak internal controls and uncertainties regarding
the policy implications of unpaid power tariffs and potential
surcharges on power costs, which could significantly increase
production costs.

Chalco is rated on a top-down approach based on the credit profile
of parent Chinalco, which owns 32% of the company. Fitch's internal
assessment of Chinalco's credit profile is based on its
Government-Related Entities Rating Criteria and is derived from
China's (A+/Stable) rating, reflecting its strategic importance.

KEY ASSUMPTIONS

-- Fitch commodity price assumptions for aluminum (LME spot) of
    $1,950/t in 2021, $1,850/t in 2022 and 2023;

-- Estimated shipments at guidance;

-- Capex at guidance;

-- Warrick Rolling Mill sale is completed as announced;

-- Pension contributions deferred while cash on the balance sheet
    is less than $1 billion and capacity exists;

-- No change in capital allocation framework.

RATING SENSITIVITIES

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

-- Meaningful and sustainable reduction in unfunded pension
    status;

-- EBITDAR margins expected to be sustained above 15%;

-- FFO leverage expected to be sustained below 2.5x;

-- Total debt/EBITDA expected to be sustained below 2.0x.

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

-- EBITDAR margins sustained below 10%;

-- FFO leverage expected to be sustained above 3.0x;

-- Total debt/EBITDA expected to be sustained above 2.5x;

-- LME aluminum prices expected to be sustained below $1,600/t.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Cash on hand was $1.6 billion at Dec. 31, 2020.
The company has an undrawn $1.5 billion senior secured revolver due
to mature on Nov. 21, 2023 (scant utilization for LOC). Based on
the leverage ratio calculation as of Dec. 31, 2020, the maximum
additional borrowing capacity available to remain in compliance
with the covenant was $1.3 billion.

The revolver was amended on June 24, 2020 to allow for netting of
interest or financing cost accrued on the $750 million notes issued
in July 2020 notes for cash interest expense calculation purposes;
and netting from total debt of the lesser of unrestricted cash on
the balance sheet and proceeds of the $750 million notes issued in
July 2020 to the extent not used to repay the $750 million notes
due 2024, through the quarter ended June 30, 2021, provided the
company would have to issue cash netting notices for the March 31,
2021 and June 30, 2021 quarters, and the revolver availability for
those quarters would be reduced by one-third of the net proceeds of
the notes issued in July 2020.

The revolver was further amended on March 4, 2021 to allow the
company to issue notes to fund voluntary or mandatory pension or
other post retirement obligation plan contributions while enhancing
access to the facility.

The agreement amended the maximum leverage ratio (substantially,
total debt/EBITDA) to 2.75x from 3.0x (through April 1, 2021 and
from 2.5x thereafter) provided that if the company issues senior
notes and funds contributions to pension or other postretirement
benefit plans during 2021, then on or after March 31, 2022 the
maximum leverage ratio shall be increased by an amount equal to the
lesser of such contributions and the principal amount of the notes
divided by consolidated EBITDA for the four fiscal quarters most
recently ended on or prior to the date of issuance of the notes to
1.00.

The amendment also allows the netting from total debt, for any
period on or before Dec. 31, 2021, the amount of notes issued in
2021, proceeds of which have been, or are intended to be, used to
fund contributions to pension or other postretirement benefit
plans.

The interest expense coverage ratio (substantially, EBITDA/cash
interest expense) covenant was amended to a minimum of 4.0x from a
minimum of 5.0x.

The company has a $120 million receivables purchase facility
maturing in October 2022, which was unutilized at Dec. 31, 2020.

Fitch anticipates FCF to be positive over the ratings horizon
before voluntary pension contributions.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has made no material adjustments that are not disclosed
within the company's public filings.



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

NORWEGIAN AIR: Submits Financial Restructuring Offer to Creditors
-----------------------------------------------------------------
Terje Solsvik at Reuters reports that Norwegian Air submitted its
final restructuring offer to creditors on March 11 in what the
budget airline said was a major step in its plan to slash debt and
reduce its fleet to survive the coronavirus pandemic.

According to Reuters, if approved by enough creditors and Ireland's
High Court, the so-called scheme of arrangement will enable
Norwegian to raise new capital and emerge from bankruptcy
protection in Ireland and Norway.

"This is an important milestone in the process of securing
Norwegian's future," Reuters quotes Chief Executive Jacob Schram as
saying in a statement.

Financed largely by debt, Norwegian had grown rapidly to become a
major carrier by the time of the COVID-19 outbreak, serving routes
across Europe and flying to North and South America, Southeast Asia
and the Middle East, Reuters discloses.

As announced last year, the survival plan puts a definitive end to
Norwegian's long-haul business, leaving a slimmed-down airline
focusing on Nordic and European routes, Reuters notes.

"It is hoped that the Irish High Court will make their final
decision within the next couple of weeks," Chief Financial Officer
Geir Karlsen, as cited by Reuters, said, adding that a separate
court process in Norway should be resolved soon after.

"If everything goes according to plan, we will be able to carry out
the capital raise in May," he said.

The updated proposal followed an outline first given by Norwegian
in January to cut its fleet to 53 jets from 140 before the pandemic
and slash its debt to NOK20 billion (US$2.4 billion) from NOK56
billion, Reuters relays.

As part of the plan, the airline must raise NOK4 billion to NOK5
billion from new shares and hybrid capital, of which Norway's
government has said it is willing to contribute NOK1.5 billion,
Reuters discloses.

According to Reuters, new investors will receive approximately 70%
of the post-restructuring share capital, creditors will get about
25% and current shareholders approximately 5%.

Norwegian, as cited by Reuters, said creditors with unsecured
claims will receive about 5% of the original amount owed in the
form of cash and a new debt obligation, which will be convertible
on certain terms into shares in the restructured company.

The company said creditors will be able to have their say in
meetings scheduled for March 18-20 after which consent will be
sought from Ireland's High Court, Reuters notes.




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

CODERE SA: Fitch Lowers Issuer Default Rating to 'CC'
-----------------------------------------------------
Fitch Ratings has downgraded Codere SA's Issuer Default Rating
(IDR) to 'CC' from of 'CCC' and EUR250 million super senior notes
to 'CCC-'/RR3 from 'CCC+'/RR3. Fitch has also downgraded Codere's
senior secured notes, comprising a EUR500 million and USD300
million tranche, to 'CC'/RR4 from 'CCC'/RR4.

The ratings reflect Fitch's view that a liquidity crisis is
imminent. The resurgence of the pandemic in Europe and Latin
America since October has delayed operational recovery and
accelerated and increased funding needs. Based on its latest
trading update, Codere's current balance sheet resources may be
exhausted within the next two months.

The company's ability to meet its March 2021 coupon payment on the
super senior notes is uncertain. Even if Codere raises interim
funding to allow for the next coupon payment, it will likely take
the form of additional indebtedness on an already highly leveraged
balance sheet. Despite the gradual return to operations in 2021,
Fitch views a restructuring of the capital structure as
unavoidable.

KEY RATING DRIVERS

Imminent Liquidity Crisis: Proceeds from the EUR250 million of
additional funding as part of the restructuring completed in
October 2020 provided Codere with liquidity for coupon payments in
4Q20. However, at the time Fitch forecast a muted consumer spending
recovery in core markets, along with only partially discretional
investment. These would put pressure on Codere's cash flow
generation and result in a cash burn through to 2Q21.

Fitch assumed additional funding needs of EUR100 million in 2Q21
under a moderate recovery phase post pandemic. The pandemic
resurgence has increased the funding need by a further EUR100
million before year-end as per Fitch's forecasts and Codere has not
yet demonstrated funding for these needs.

Unavoidable Restructuring: Fitch expects a restructuring of the
current capital structure will likely be unavoidable over the next
12 months, given Codere's high debt level and a slower recovery
towards pre-pandemic levels of activity. Delays in global
vaccination schemes, particularly in Latam, may compromise
operational recovery and cash flow generation. Refinancing risk
remains high, as Fitch does not expect a full recovery until 2023
due to slower than expected lifting of restrictions and on-going
social distancing measures. These operational constraints will
continue to pressure upcycle trends and point of sales closures.

Weak Deleveraging Capacity: High fixed costs, common for retail
operators that lease their premises, as well as a high interest
burden result in low coverage ratios. Fitch expects funds from
operations (FFO) fixed charge cover to remain below 1.5x until at
least 2023 under Fitch's rating case projections. Together with
Codere's structural exposure to volatile currencies, this will
hamper the group's deleveraging capacity and lead to high
refinancing risk by debt maturities in 2023.

High Pandemic Exposure: Codere faces a significant revenue impact
from the closure of its land-based operations worldwide. This is
not meaningfully mitigated by online gaming, which only accounts
for a small fraction of revenue. Fitch assumes lockdowns will last
for three to five months in Latin America. Growth in 2021 will be
challenged by continued social distancing protocols, and gaming as
a discretionary expense may suffer from impaired purchasing power
if currency volatility persists.

FCF Turning Negative: Codere's Fitch-defined EBITDA margin dropped
to 13.5% in 2019 (15.9% in 2018) due to local foreign-currency
depreciation. Fitch expects cost-optimisation efforts will help
operating profitability return to 2019 levels by 2022/23. However,
the company's large gaming-hall portfolio and developing online
platform require significant maintenance and investment, which is
likely to keep FCF negative up to 2023. This leaves Codere with
little room to absorb possibly higher taxation and interest costs,
despite investment flexibility in its online business.

Solid Geographic, Limited Product Diversification: Codere's
geographical concentration has improved in recent years, with the
largest market generating 25% of revenue and the three largest
accounting for 70% of revenue. Diversification by product is
weaker, with 79% of revenue generated from slots and only 13% from
sports betting. Its share online is also low. Fitch assesses the
company's product and channel mix as weak, as Fitch expects online
gaming and sports betting (offline and online) to outperform the
market in the medium term. The lack of meaningful online presence
and land-based operations focus explains Fitch's ESG Relevance
Score of '4'.

Exposure to Volatile Currencies: Over 60% of revenue is generated
in the Latin American market, including 23% in Argentina. The high
volatility of emerging-market currencies leads to significant
currency-risk exposure. Argentina's inflationary environment caused
EBITDA to contract to EUR70 million in 2019, from EUR108 million in
2017.

Most of Codere's debt is euro and US dollar-denominated, increasing
pressure on its leverage metrics and debt service capabilities.
Moreover, like other corporates operating in Argentina, Codere is
subject to transfer and convertibility risk, undermining its
unrestricted access to local cash.

Market Opportunities, Higher Regulatory Risks: Fitch expects the
sports-betting industry in Latin America to expand at low- to
medium-single digits, exceeding the stagnating rates of European
markets. Codere is well positioned for growth in the region due to
its established offline and recently launched online platforms. At
the same time, regulation continues to evolve in Latin America and
is skewed towards shaping optimal taxation for the industry,
particularly after higher budget deficits post-pandemic requiring
additional financing globally. Responsible gaming initiatives could
also pressure companies within the region.

DERIVATION SUMMARY

Codere's business profile is positioned in the lower range of
Fitch's rated gaming portfolio, with lower diversification into
online business compared with Flutter (BBB-/Negative), Entain Plc
(BB/Negative) and Sazka Group a.s. (BB-/Stable), as well as a
weaker corporate governance score. Codere's FFO margin is also
lower than that of Sazka, GVC and other peers in the 'BB' rating
category, but stronger than those of Intralot S.A. (C).

KEY ASSUMPTIONS

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

-- Revenue recovering to around 75% of 2019 revenue in 2021, led
    by recovery of European markets, and gradually improving to
    100% of 2019 revenue by 2023;

-- FX rates movement according to management forecasts, with
    local currency depreciation in line with or slightly more
    conservative than Fitch's forecasts for the Latam region;

-- Cost flexibility assumptions are based on cost variability
    observed in 1H20;

-- Non-recurring opex of 2.5%-3.0% of revenues, related to growth
    of online business, operational efficiencies and management
    transition;

-- Working capital (as defined by Fitch) normalising in 2021
    offsetting the net year-on-year inflow of up to EUR30 million
    expected at the end of 2020;

-- Capex representing 6%-10% of revenues;

-- Payment in kind used for both issues of senior secured notes.

Fitch Key Recovery Assumptions:

-- The recovery analysis assumes that Codere would remain a going
    concern in the event of restructuring and that it would be
    reorganised rather than liquidated. Fitch has assumed a 10%
    administrative claim in the recovery analysis.

-- Fitch assumes a post-restructuring EBITDA of EUR180 million,
    on which Fitch bases the enterprise value.

-- Fitch assumes a distressed multiple of 4.5x, reflecting the
    group's comparative size, leading market positions and
    geographical diversification, with large exposure to Latin
    America.

-- Fitch applies a blended Recovery Rating cap to calculate the
    final Recovery Rating in line with Fitch's methodology. Even
    though the company is headquartered in Spain, the group has
    exposure to countries with lower Recovery Rating caps, like
    Italy and most Latin American countries.

-- Fitch's waterfall analysis generates a ranked recovery for
    super senior creditors in the 'RR3' band, indicating a 'CCC-'
    instrument rating assigned to the new super senior debt, one
    notch above the IDR. The waterfall analysis output percentage
    on current metrics and assumptions is 52% for the super senior
    notes, as Fitch's recovery estimates are capped at 'RR3' after
    applying the blended cap.

-- Under Fitch's recovery analysis the senior secured notes post
    restructuring result in a 'RR4', using a mid-point of 41%
    after applying the blended cap, indicating a debt instrument
    rating of 'CC', in line with the IDR. This reflects their
    subordination to the super-senior notes.

RATING SENSITIVITIES

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

-- Liquidity injection avoiding a balance sheet restructuring and
    allowing the company to operate over the next 24 months;

-- Evidence of lower monthly cash burn with FCF margin
    stabilising towards breakeven;

-- Expected recovery post-pandemic leading to EBITDA margin above
    12% from 2021 onwards;

-- FFO adjusted leverage forecast below 10.0x in 2022;

-- FFO fixed charge trending towards 1.0x.

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

-- Failure to secure additional funding leading to a liquidity
    crisis in 2Q21;

-- A distressed debt exchange leading to a downgrade before re
    rating the new capital structure post-restructuring;

-- Company filing for insolvency proceedings.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Imminent Liquidity Crisis: Covid-19 related restrictions have
proven disruptive to Codere's business operations, significantly
harming profitability and cash flow generation. This is leading to
an unavoidable liquidity crisis over the next two months,
envisaging a potential breach of the monthly covenant liquidity
threshold of EUR40 million, unless an additional EUR100 million of
funding is secured.

A cash burn rate of around EUR20 million per month has eroded the
cash balance at end-January of EUR86 million. Interest coupons are
due in March and April. There is limited headroom for a continued
deferral of payments as cash preservation measures have been in
place since the start of the pandemic and further extensions are
becoming more challenging.

Existing debt comprises EUR250 million super senior notes maturing
on 30 September 2023, together with the amended senior secured
notes of EUR500 million and USD300 million, with maturity extended
by two years to 1 November 2023. The EUR250 million super senior
notes rank senior to the amended senior secured notes.

ESG CONSIDERATIONS

Codere has an ESG Relevance Score of '4' for Management Strategy,
due to its focus on land-based operations and lack of meaningful
online presence. This factor has a negative impact on the credit
profile, as already reflected in the rating, and is relevant to the
rating in conjunction with other factors.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, is a score of 3 - ESG issues are
credit neutral or have only a minimal credit impact on the
entity(ies), either due to their nature or the way in which they
are being managed by the entity(ies).


DISTRIBUIDORA INTERNACIONAL: Moody's Withdraws Caa2 CFR
-------------------------------------------------------
Moody's Investors Service has withdrawn the Caa2 corporate family
rating and stable outlook of Distribuidora Internacional de
Alimentacion (DIA). Concurrently, Moody's has withdrawn DIA's
Caa2-PD probability of default rating, the (P)Ca rating on the
senior unsecured Euro Medium Term Notes program, and the Ca rating
on the EUR600 million senior unsecured Euro Medium Term Notes
currently majority held by DEA Finance SA.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

COMPANY PROFILE

Based in Madrid, Spain, DIA is one of the main food discounters in
Spain, having generated EUR6.9 billion in the fiscal year that
ended December 31, 2020. As of the same date, the company operated
6,169 stores and generated 66% of its revenues in Spain.


PLACIN SARL: S&P Alters Outlook to Stable & Affirms 'B' ICR
-----------------------------------------------------------
S&P Global Ratings revised its outlook on Spanish berry producer
Placin S.a.r.l (Planasa) to stable from negative and affirmed its
'B' long-term issuer credit and issue ratings.

S&P said, "The stable outlook reflects our view that higher volumes
and a positive product mix should spur EBITDA and FOCF generation
in the next 12 months, with most short-term investments assumed to
be organic rather through acquisitions.

"Planasa was affected by COVID-19 related effects and operational
mismanagement in Mexico in 2020, but we expect these issues to be
rectified in 2021 and the group to benefit from pent-up demand.  
During fiscal 2020 (ending March 31, 2021) Planasa's operating
performance and credit metrics should trend slightly below our base
case, with S&P Global Ratings-adjusted EBITDA of EUR39 million,
FOCF of EUR11 million, and adjusted debt leverage of 6.1x.
Operating performance in 2020 was resilient overall, underpinned by
the successful business reorganization, better working capital
management, cost-containment measures, and effective introduction
of new plant varieties. Despite lower top-line growth compared with
fiscal 2019, Planasa has been able to broadly maintain
profitability levels thanks to solid performance of its
margin-accretive breeding segment based on royalty payments from
farmers. As a result of the pandemic, Planasa incurred a series of
costs related to preventative actions but also suffered from
volatile customer orders, including cancellations due to lockdown
and mobility restrictions. Furthermore, the company had a soft
strawberry campaign in Mexico due to local mismanagement of quality
and processes, with an overall EBITDA hit of about EUR5 million. We
understand that Planasa has taken corrective actions locally and do
not expect such issues to reoccur in 2021. Similarly, we expect
significant pent up demand from consumers as the pandemic eases,
especially in second-half 2021. Having said that, we do not rule
out adverse weather conditions or plant diseases that could hamper
plant productivity and overall group profitability, as in previous
years.

"We expect Planasa's credit metrics will improve in 2021, with
EBITDA growth enabling deleveraging.   For 2021, we expect revenue
growth of 6%-7%, spurred by the introduction of new plant
varieties, especially blueberries, blackberries, and avocado. We
also forecast an S&P Global Ratings-adjusted EBITDA margin of
26%-27%, driven by a positive product mix, with increased sales of
high-margin products (blueberries and raspberries), tight cost
controls (notably in Mexico), and lower one-off costs related to
COVID-19. We think the group will prioritize investing in capacity
and technology and expanding its geographical footprint, rather
than debt-financed acquisitions, which are likely to remain
bolt-ons. The expansion in Peru means higher capital expenditure
(capex) requirements but this will be offset by higher EBITDA from
current business lines in 2021, as well as controlled working
capital expansion. Overall, we forecast FOCF of EUR6 million-EUR8
million over the next 12 months."

The group should continue benefitting from its reorganization
toward more margin-accretive business lines.   S&P said, "We note
that management continues to focus its efforts on developing the
breeding and nursery business lines with significant research and
development (R&D) investments in berries, while introducing new
varieties in key markets. We understand that the group will
continue to reorganize its still-underperforming fresh produce
segment by discontinuing some products and driving investment in
other more attractive lines such as avocado. Having said that, we
do not expect this line will contribute positively to EBITDA this
year."

S&P said, "The stable outlook reflects our view that higher
volumes, positive product mix effects, and lower COVID-19-related
costs should drive EBITDA growth and positive FOCF over the next 12
months, with most investments assumed to be organic (R&D and capex)
rather than debt-financed acquisitions. To maintain the current
rating, we would need to see adjusted debt leverage comfortably
within the 5.0x-6.0x range, funds from operations (FFO) cash
interest of about 3x, and positive FOCF.

"We could lower the rating if Planasa generates sustained negative
FOCF due to a combination of flat-to-declining EBITDA, large
working capital outflows, or increased capex needs. We would
notably negatively view a sharp fall in profitability due to
adverse weather patterns or price pressure from competitors.
Negative factors would also include large debt-financed
acquisitions or dividend recapitalizations pushing S&P Global
Rating-adjusted debt to EBITDA above 6.0x on a sustained basis.

"Near-term upside is remote given that the company remains of small
scale in the agribusiness industry. For long-term upside we would
need to see the group expand to a much larger scale in terms of
production and distribution and large agriculture growth areas.

"Given the private-equity ownership, we do not believe the group
would deleverage below 5x on an S&P Global Ratings-adjusted basis,
but rather increase investments in capex, undertake debt-financed
acquisitions, or engage in dividend recapitalization."


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

EUR71.7M Class A Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned Aa3 (sf)

EUR9.4M Class B Commercial Mortgage Backed Floating Rate Notes due
2031, Definitive Rating Assigned Aa3 (sf)

EUR8.0M Class C Commercial Mortgage Backed Floating Rate Notes due
2031, Definitive Rating Assigned A3 (sf)

EUR20.5M Class D Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned Baa3 (sf)

EUR23.292M Class E Commercial Mortgage Backed Floating Rate Notes
due 2031, Definitive Rating Assigned Ba3 (sf)

Moody's has not assigned a definitive rating to the Class X Notes
of the Issuer.

Taurus 2021-2 SP DAC is a true sale transaction of a portion of a
floating rate senior loan totaling EUR269.89 million. The loan
comprises four facilities, two of which relate to a Capex program.
The loan has been partially syndicated for a total of EUR45.0
million. The issuer will use the notes proceeds to purchase a
majority interest in the senior loan that was used to finance the
acquisition and related transaction closing costs of seven office
properties and the refinance of a loan for an additional office
property. The combined eight-office portfolio consisting of 30
buildings is located in Spain, with most of the properties
predominantly in Madrid. There is a EUR49.4 million mezzanine
facility that is contractually and structurally subordinated to the
senior loan.

RATINGS RATIONALE

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

The coronavirus pandemic has had a significant impact on economic
activity. Although global economies have shown a remarkable degree
of resilience to date and are returning to growth, the uneven
effects on individual businesses, sectors and regions will continue
throughout 2021 and will endure as a challenge to the world's
economies well beyond the end of the year. While persistent virus
fears remain the main risk for a recovery in demand, the economy
will recover faster if vaccines and further fiscal and monetary
policy responses bring forward a normalization of activity. As a
result, there is a heightened degree of uncertainty around Moody's
forecasts. Moody's analysis has considered the effect on the
performance of commercial real estate from a gradual and unbalanced
recovery in Spanish economic activity.

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

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

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

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

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




=====================
S W I T Z E R L A N D
=====================

CEVA LOGISTICS: Moody's Hikes CFR to B2 on Improved Performance
---------------------------------------------------------------
Moody's Investors Service has upgraded CEVA Logistics AG's
corporate family rating to B2 from B3, its probability of default
rating to B2-PD from B3-PD and the rating on the senior secured
credit facilities issued by CEVA Logistics Finance B.V. to B2 from
B3. The outlook for both entities was changed to positive from
stable.

RATINGS RATIONALE

The rating action reflects sustained improvements of operating
performance of CEVA and a reduction of financial leverage with the
support of CEVA's shareholder CMA CGM.

Ceva has repaid its $475 million Senior Term Loan B and $185
million of the $510 million Senior Revolving Credit Facility (where
around $400 million is available as cash drawings) during the
fourth quarter of 2020. This was made possible with the support of
CEVA's owner CMA CGM S.A. ("CMA") extending a $469 million
intercompany loan to the company. Following the debt repayments,
CEVA's financial debt will only consist of this intercompany loan,
its Global Securitization Program of $460 million and the RCF.
Incorporating CMA's actions over the last 12 months to support CEVA
with significant equity and liquidity contributions, and the
absence of outstanding bank or capital markets debt, Moody's now
views CEVA's probability of default to be more closely linked to
CMA's.

CEVA's B2 rating reflects its standalone credit quality and the
ongoing support from CMA CGM. CEVA's rating continues to be
constrained by a lower profitability compared to other large
third-party logistics companies. This has historically translated
into negative free cash flow generation and a low EBIT / Interest
coverage ratio. Thanks to an improved market environment, ongoing
efficiency improvements and cost savings, Moody's expects CEVA to
become free cash flow positive during 2022.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's expectations of continued
improved operating performance as the company's turnaround plan
progresses. This will support key credit metrics such as FFO / Debt
and debt / EBITDA over the next 12-18 months, which Moody's
projects will hover around 22%-24% and 3.1x - 3.3x respectively.

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

Prerequisites for positive rating pressure over the next 12 to 18
months are sustained performance and leverage improvements,
reflected in sustaining a debt / EBITDA ratio below 4.5x, EBIT /
Interest above 1.5x and FCF / debt improving to low single digits.
Maintaining adequate liquidity is another significant requirement
for an upgrade.

There could be downward pressure on the ratings if any of: (1)
negative ratings pressure for CMA; (2) a lower likelihood of
support from CMA (iii) debt / EBITDA above 4.5x; (3) EBIT/Interest
below 1x or (4) continued negative free cash flow generation.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Surface
Transportation and Logistics published in May 2019.

COMPANY PROFILE

CEVA is one of the leading third-party logistics providers in the
world (number five in Contract Logistics, number 14 in Freight
Management). CEVA offers integrated supply-chain services through
the two service lines of Contract Logistics and Freight Management
and maintains leadership positions in several sectors globally
including automotive, high-tech and consumer/retail. The group is
fully owned by CMA CGM group since April 2019. For the last twelve
months that ended September 31, 2020, the company generated revenue
of $7.2 billion and EBITDA of $562 million.




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

TURK TELEKOMUNIKASYON: Fitch Alters Rating Outlook to Stable
-------------------------------------------------------------
Fitch Ratings has revised the Outlooks on Turk Telekomunikasyon
A.S.'s (TT) and Turkcell Iletisim Hizmetleri A.S.'s
Foreign-Currency Issuer Default Ratings (IDRs) to Stable from
Negative and affirmed all ratings.

KEY RATING DRIVERS

The rating actions follow the revision of the Outlook on Turkey's
Foreign Currency and Local Currency Long-Term IDRs to Stable from
Negative on February 19, 2021.

TT's and Turkcell's Foreign-Currency IDRs are capped by the Turkish
Country Ceiling due to their strong exposure to the Turkish
economy. The Outlook revisions reflect the likely correlation of
rating actions between the entities and the sovereign, assuming
that the Country Ceiling moves in line with the sovereign IDR.
Fitch's assessment of the fundamental issuer-specific credit
considerations is unchanged.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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

          DEBT                          RATING         PRIOR
          ----                          ------         -----
Turk Telekomunikasyon A.S.       

LT IDR                             BB-      Affirmed  BB-
LC LT IDR                          BB-      Affirmed  BB-
Natl LT                            AAA(tur) Affirmed  AAA(tur)

senior unsecured  
LT                                 BB-      Affirmed  BB-

Turkcell Iletisim Hizmetleri A.S

LT IDR                             BB-      Affirmed  BB-
Natl LT                            AAA(tur) Affirmed  AAA(tur)

senior unsecured
LT                                 BB-      Affirmed  BB-


[*] Fitch Alters 7 Turkish LRG's Outlook to Stable
--------------------------------------------------
Fitch Ratings has revised the Outlook on seven Turkish local and
regional governments' (LRG) Long-Term Foreign- and Local-Currency
Issuer Default Ratings (IDR) to Stable from Negative and affirmed
the IDRs.

Under EU credit rating agency (CRA) regulation, the publication of
sovereign (including by CRA definition regional or local
authorities of a state) reviews is subject to restrictions and must
take place according to a published schedule, except where it is
necessary for CRAs to deviate from this in order to comply with
their legal obligations.

Fitch interprets this provision as allowing us to publish a rating
review in situations where there is a material change in the
creditworthiness of the issuers that Fitch believes makes it
inappropriate for us to wait until the next scheduled review dates
in 2021 in order to update the ratings or Outlook/Watch status. In
this case the deviation was caused by the revision of the Outlook
on Turkey's IDRs on 19 February 2021.

KEY RATING DRIVERS

The revision of the Outlooks on the IDRs of the seven Turkish LRGs
follows the revision of the Outlook on the Turkish sovereign to
Stable on 19 February 2021, as the ratings of Ankara, Antalya,
Bursa, Istanbul, Izmir, Manisa and Mersin are constrained by the
sovereign ratings.

The derivation of the Standalone Credit Profiles (SCP) and
accordingly the derivation of the Long- and Short-Term
Foreign-Currency IDRs are unaffected by the rating actions, and the
IDRs have been affirmed. Ankara's SCP remains 'a', Antalya's 'bb',
Bursa's 'bb', Istanbul's 'bbb-', Izmir's 'bbb', Manisa's 'bb+', and
Mersin's 'bb'.

Fitch's ratings are forward-looking in nature, and Fitch will
monitor developments in the public sector for coronavirus pandemic
severity and duration, and incorporate revised base- and
rating-case qualitative and quantitative inputs based on
performance expectations and assessment of key risks.

KEY ASSUMPTIONS

Qualitative assumptions and assessments and their respective change
since the last reviews and weight in the rating decision:

-- Risk Profile for Mersin: Weaker/unchanged with low weight

-- Revenue Robustness: Weaker/unchanged with low weight

-- Revenue Adjustability: Weaker/unchanged with low weight

-- Expenditure Sustainability: Midrange/unchanged low weight

-- Expenditure Adjustability: Midrange/unchanged with low weight

-- Liabilities and Liquidity Robustness: Midrange/unchanged with
    low weight

-- Liabilities and Liquidity Flexibility: Weaker/unchanged with
    low weight

-- Debt sustainability: 'aa' category, unchanged with low weight

-- Support: N/A unchanged with low weight

-- Asymmetric Risk: N/A unchanged with low weight

-- Sovereign Cap: Yes, raised with high weight

-- Risk Profile for Istanbul: Low Midrange/unchanged low weight

-- Revenue Robustness: Midrange/unchanged with low weight

-- Revenue Adjustability: Weaker/unchanged with low weight

-- Expenditure Sustainability: Midrange/unchanged with low weight

-- Expenditure Adjustability: Midrange/unchanged with low weight

-- Liabilities and Liquidity Robustness: Weaker/unchanged with
    low weight

-- Liabilities and Liquidity Flexibility: Midrange/unchanged with
    low weight

-- Debt sustainability: 'aa' category, unchanged with low weight

-- Support: N/A, unchanged with low weight

-- Asymmetric Risk: N/A, unchanged with low weight

-- Sovereign Cap: Yes, raised with high weight

-- Risk Profile for Izmir: Weaker/unchanged with low weight

-- Revenue Robustness: Midrange/unchanged with low weight

-- Revenue Adjustability: Weaker/unchanged with low weight

-- Expenditure Sustainability: Midrange/unchanged with low weight

-- Expenditure Adjustability: Midrange/unchanged with low weight

-- Liabilities and Liquidity Robustness: Weaker/unchanged with
    low weight

-- Liabilities and Liquidity Flexibility: Weaker/unchanged with
    low weight

-- Debt sustainability: 'aaa' category, unchanged with low weight

-- Support: N/A, unchanged with low weight

-- Asymmetric Risk: N/A, unchanged with low weight

-- Sovereign Cap: Yes, raised with high weight

-- Risk Profiles for Bursa, Manisa and Antalya: Weaker/unchanged
    with low weight

-- Revenue Robustness: Weaker/unchanged with low weight

-- Revenue Adjustability: Weaker/unchanged with low weight

-- Expenditure Sustainability: Midrange/unchanged with low weight

-- Expenditure Adjustability: Midrange/unchanged with low weight

-- Liabilities and Liquidity Robustness: Weaker/unchanged with
    low weight

-- Liabilities and Liquidity Flexibility: Weaker/unchanged with
    low weight

-- Debt sustainability: 'aa' category, unchanged with low weight

-- Support: N/A, unchanged with low weight

-- Asymmetric Risk: N/A, unchanged with low weight

-- Sovereign Cap: Yes, raised with high weight

-- Risk Profile for Ankara: Low Midrange/unchanged with low
    weight

-- Revenue Robustness: Midrange/unchanged with low weight

-- Revenue Adjustability: Weaker/unchanged with low weight

-- Expenditure Sustainability: Midrange/unchanged with low weight

-- Expenditure Adjustability: Midrange/unchanged with low weight

-- Liabilities and Liquidity Robustness: Midrange/unchanged with
    low weight

-- Liabilities and Liquidity Flexibility: Weaker/unchanged with
    low weight

-- Debt sustainability: 'aaa' category, unchanged with low weight

-- Support: N/A, unchanged with low weight

-- Asymmetric Risk: N/A, unchanged with low weight

-- Sovereign Cap: Yes, raised with high weight

-- Quantitative assumptions - issuer-specific: Unchanged with low
    weight

Fitch's rating case scenario is a "through-the-cycle" scenario,
which incorporates a combination of revenue, cost and financial
risk stresses. It is based on the 2015-2019 figures and 2020-2024
projected ratios.

Quantitative assumptions - sovereign-related (note that no weights
are included as none of these assumptions were material to the
rating action)

Figures as per Fitch's sovereign estimated data for 2020 and
forecast for 2022, respectively:

-- GDP per capita (US dollar, market exchange rate): 8,210;
    10,812

-- Real GDP growth (%): 1.4; 4.7

-- Consumer prices (annual average % change): 12.2; 10.0

-- General government balance (% of GDP) -4.5; -3.9

-- General government debt (% of GDP) 39.6; 36.8

-- Current account balance plus net FDI (% of GDP): -3.7; -1.5

-- Net external debt (% of GDP): 28.5; 23.8

-- IMF Development Classification: EM (emerging market)

-- CDS Market-Implied Rating: 'B+'

RATING SENSITIVITIES

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

-- An upgrade of Turkey's IDRs would lead to an upgrade of the
    issuers' respective IDRs.

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

-- A downgrade of Turkey's IDRs would lead to a downgrade of the
    issuers' respective IDRs.

BEST/WORST CASE RATING SCENARIO

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Ratings in the RAC are directly linked to the Sovereign.

ESG CONSIDERATIONS

Antalya Metropolitan Municipality: Public Safety and Security '4':
Antalya has an ESG Relevance Score of '4' for Public Safety and
Security: Due to the high dependency of the local economy on
tourism, the city is highly sensitive to public safety and security
issues.

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

Committee minutes summary

Committee date: March 3, 2021

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee decision.

  DEBT                         RATING              PRIOR
  ----                         ------              -----
Ankara Metropolitan Municipality

LT   IDR                      BB-      Affirmed      BB-
ST   IDR                      B        Affirmed      B
LC   LT IDR                   BB-      Affirmed      BB-
Natl LT                       AAA(tur) Affirmed      AAA(tur)

Mersin Metropolitan Municipality LT IDR BB-  Affirmed BB-

ST   IDR                      B        Affirmed      B
LC   LT IDR                   BB-      Affirmed      BB-
LC   ST IDR                   B        Affirmed      B
Natl LT                       AA-(tur) Affirmed      AA-(tur)

Izmir Metropolitan Municipality

LT   IDR                      BB-      Affirmed      BB-
LC   LT IDR                   BB-      Affirmed      BB-
Natl LT                       AAA(tur) Affirmed      AAA(tur)

Manisa Metropolitan Municipality

LT   IDR                      BB-      Affirmed      BB-
LC   LT IDR                   BB-      Affirmed      BB-
Natl LT                       AA(tur)  Affirmed      AA(tur)

Istanbul Metropolitan Municipality

LT   IDR                      BB-      Affirmed      BB-
ST   IDR                      B        Affirmed      B
LC   LT IDR                   BB-      Affirmed      BB-
Natl LT                       AAA(tur) Affirmed      AAA(tur)
senior unsecured LT           BB-      Affirmed      BB-

Bursa Metropolitan Municipality

LT   IDR                      BB-      Affirmed      BB-
LC   LT IDR                   BB-      Affirmed      BB-
Natl LT                       AA-(tur) Affirmed      AA-(tur)

Antalya Metropolitan Municipality

LT   IDR                      BB-      Affirmed      BB-
ST   IDR                      B        Affirmed      B
LC   LT IDR                   BB-      Affirmed      BB-
LC   ST IDR                   B        Affirmed      B
Natl LT                       AA-(tur) Affirmed      AA-(tur)


[*] Fitch Alters Outlook on 5 Turkish Companies to Stable
---------------------------------------------------------
Fitch Ratings has revised the Outlooks on five Turkish corporates'
Long-Term Foreign-Currency Issuer Default Ratings (IDR) to Stable
from Negative and affirmed all ratings.

KEY RATING DRIVERS

The rating actions follow the revision of the Outlook on Turkey's
Long-Term Foreign-Currency IDR to Stable from Negative. The
issuers' strong exposure to the Turkish economy means their
Foreign-Currency IDRs are influenced by the Turkish Country
Ceiling. The revision of the Outlooks reflects the likely
correlation of future rating actions with changes to the sovereign
rating, assuming that the Country Ceiling moves in line with the
sovereign IDR.

-- Emlak Konut Gayrimenkul (see Fitch Affirms Turkish Residential
    Developer Emlak Konut at 'BB-'; Outlook Negative dated 20
    October 2020)

-- Ordu Yardimlasma Kurumu (OYAK) Holding (see Fitch Downgrades
    Ordu Yardimlasma Kurumu (OYAK) to 'BB-'; Outlook Negative
    dated 13 January 2021)

-- Turkiye Sise ve Cam Fabrikalari A.S. (see 'Fitch Affirms
    Sisecam at 'BB-'; Outlook Stable' dated 2 July 2020)

-- Arcelik A.S. (see Fitch Downgrades Arcelik to 'BB'; Outlook
    Stable dated 14 May 2020)

-- Ulker Biskuvi Sanayi A.S. ( see Fitch Assigns Ulker Biskuvi
    Sanayi A.S. Final 'BB-' Ratings; Withdraws Local-Currency IDR
    dated 28 October 2020)

DERIVATION SUMMARY

n.a.

KEY ASSUMPTIONS

n.a.

RATING SENSITIVITIES

Emlak Konut Gayrimenkul:

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

-- Business and geographical diversification reducing the
    inherent risk of the Turkish housing market.

-- Consistently strong GDP growth, along with political
    stabilisation.

-- Unless the above developments take place, Fitch does not
    expect to upgrade the rating, as Emlak Konut's operations are
    exclusively in Turkey and the Turkish sovereign rating and
    domestic operating environment will constrain the rating.

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

-- Deterioration of the operating environment and downgrade of
    the sovereign rating.

-- Sustained erosion of profit due either to weak housing
    activity, meaningful and continued loss of market share,
    and/or land, resulting in margin contraction and weakened
    credit metrics, including net debt to capitalisation above 50%
    on a sustained basis.

-- FFO adjusted gross leverage above 4.5x on a sustained basis
–
    Gross debt-to-work-in-progress (WIP) ratio consistently above
    50%.

-- Any material change in the relationship with TOKI causing
    deterioration in Emlak Konut's financial profile and financial
    flexibility.

-- Deterioration in liquidity profile over a sustained period.
–
    Order backlog to WIP below 150% over a sustained period –
    EBITDA margin below 30% for a sustained period.

Ordu Yardimlasma Kurumu (OYAK) Holding:

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

-- Fitch does not expect the ratings to be upgraded while they
    are constrained by Turkey's Country Ceiling.

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

-- Fitch-adjusted loan-to-value (LTV) ratio sustained above 40%.

-- Weakening in the credit quality of its portfolio, leading to a
    blended income stream of 'B+' or below.

-- Fitch-adjusted dividend interest coverage below 3.0x.

-- Decreased diversification of cash flow leading to increasing
dependency on a single asset.

Turkiye Sise ve Cam Fabrikalari A.S.:

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

-- Fitch does not expect the ratings to be upgraded while they
    are constrained by Turkey's Country Ceiling.

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

-- A downgrade of Turkey's Country Ceiling.

-- Funds from operations (FFO) margin below 10%.

-- FFO net leverage above 3.5x on a sustained basis.

-- Significant reduction in ownership of consolidated
    subsidiaries.

Arcelik A.S.:

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

-- Upgrade of Turkey's Country Ceiling.

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

-- Receivable-adjusted FFO net leverage above 3.5x.

-- Substantial deterioration in liquidity.

-- FFO margin below 6%

-- Consistently negative free cash flow (FCF)

Ulker Biskuvi Sanayi A.S.:

Factors that could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

-- Upgrade of Turkey's Country Ceiling

-- Annual EBITDA from Saudi Arabia and Kazakhstan sufficiently
    exceeding annual hard-currency interest payments or Fitch
    projected hard currency debt service exceeding 1x over the
    next three to four years.

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

-- Downgrade of Turkey's Country Ceiling to below 'BB-'.

-- Increased competition, eroding Ulker's market share in Turkey
    or internationally.

-- Deterioration in FCF profile on a sustained basis -FFO net
    leverage consistently above 4.5x.

-- Larger-than-assumed M&A, investments in high-risk securities
    affecting Fitch's restricted cash calculation or related-party
    transactions leading to significant cash leakage outside
    Ulker's scope of consolidation.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

Ulker has an ESG Relevance Score of '4' for Group Structure due to
the complexity of the structure of the wider Yildiz group and
material related-party transactions. This ESG score currently has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

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




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

EG GROUP: S&P Affirms 'B-' ICR on Debt-Funded Acquisitions
----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit and
issue ratings on U.K.-based fuel station operator EG Group Ltd.
and its senior secured debt. S&P also affirmed its 'CCC' issue
rating on the group's second-lien debt.

S&P is also assigning a 'B-' issue rating to the proposed senior
secured notes and term loan, and a 'CCC' issue rating to the
proposed second-lien loan that is part of the financing package.

The stable outlook reflects its expectation that EG Group will not
encounter any hurdles in obtaining lender consent to delay the
release of its 2020 annual accounts, and that over the next 12-18
months, the group will contain its adjusted debt to EBITDA to less
than 10x and generate positive free operating cash flow (FOCF)
after lease payments.

EG Group Ltd.'s debt-funded acquisitions of ASDA's and OMV's
forecourts will delay its deleveraging, notwithstanding the
earnings growth in 2020.

EG Group intends to issue $2.2 billion-equivalent of senior and
second-lien secured debt to fund the acquisitions and refinance
some of its existing senior secured and second-lien debt. S&P
forecastd that amid persistent pandemic-related disruption and oil
price volatility, after the transaction, the group will sustain S&P
Global Ratings-adjusted debt to EBITDA at an elevated 9.0x-9.5x in
2021, delaying the deleveraging we had previously anticipated and
indicating a persistently aggressive financial policy.

EG Group withstood pandemic headwinds and expanded its earnings
year on year in 2020.  The group posted adjusted EBITDA of about
$1.4 billion in 2020, at the lower end of our estimated range.
However, this was about $470 million higher than in 2019,
notwithstanding the severe disruption in trading conditions during
2020--supported by the full-year consolidation of previous
acquisitions--and accompanied by robust FOCF after lease payments
of about $650 million. Moreover, the adjusted EBITDA margin was
about 250 basis points (bps) higher than the 2019 result, thanks to
the group's efforts in managing its cost base, progress in the
realization of synergies related to 2018-2020 acquisitions, and
abnormally high fuel margins, particularly in the second and third
quarters of the year.

Despite positive earnings growth, EG Group's deleveraging stalled
in 2020 due to pandemic-related restrictions  S&P said, "The
group's earnings and FOCF after lease payments were at the lower
end of our forecast range in 2020. The reintroduction of lockdown
measures in the U.K., France, and Germany, and persistent travel
restrictions in other countries, reduced vehicle traffic and
footfall at EG Group's sites in the last quarter of 2020. In
addition, the group's profitability was hit by higher exceptional
costs than we expected, particularly in the U.S., and from an
end-of-year rally in oil prices, which compressed the group's fuel
margins by more than one cent per liter compared to the previous
quarter." This halted the recovery momentum the group had built up
from May 2020, when lockdowns eased, until the end of the summer.

EG Group's adjusted debt increased in 2020.  Depreciation of the
U.S. dollar--the group's reporting currency--against the euro and
British pound sterling, a rise in reported lease liabilities, and
additional environmental liabilities and asset-retirement
obligations contributed to an increase in adjusted debt to $14.1
billion in 2020, and resulted in adjusted debt to EBITDA of 10.0x,
or 8.4x excluding noncommon equity (NCE) instruments. Both figures
are notably higher than the base-case estimates we published in
December 2020 of adjusted debt of $13.4 billion and adjusted debt
to EBITDA of 8.5x-9.2x, or 7.0x-7.5x excluding NCE instruments.

EG Group's earnings growth prospects remain robust in absolute
terms, and will benefit from the acquisition of ASDA's and OMV's
forecourts.  Deferred payments and growth investments will suppress
cash generation in 2021-2022. The acquisition of ASDA's forecourts
in the U.K. and OMV's forecourts in Germany fits with the group's
growth strategy. Pro forma the acquisitions, S&P forecasts
cumulative EBITDA growth of about 35%-40% over 2021 and 2022. Both
transactions will reinforce EG Group's scale in the U.K. and
Germany and enhance its negotiating power with fuel and nonfuel
suppliers. The acquisition of OMV's 286 forecourts in Germany for
$582 million will expand EG Group's footprint in the country by
30%. The addition of ASDA's forecourts will almost double EG
Group's site portfolio in the U.K.

S&P said, "We estimate that cost synergies will only partially
offset the dilutive effect on fuel margins from the consolidation
of the ASDA forecourts.  We understand that EG Group has no plans
to change ASDA's historical pricing policy typical of supermarket
fuel filling stations." This, combined with our expectation of
higher oil prices globally in 2021 and 2022, is likely to reduce
the profitability of the fuel business. However, the potential
rollout of higher-margin foodservice and convenience store
operations in the newly acquired estate, in addition to the
existing plans, would gradually reduce the group's reliance on fuel
revenues and enhance margins over the medium term.

S&P said, "We expect reported FOCF after lease payments to remain
materially positive in 2021 and 2022, but less than the exceptional
level in 2020.  In 2020, EG Group generated more than $650 million
in reported FOCF after lease payments, thanks to the tax deferrals
and lower discretionary capital expenditures (capex) it achieved in
2020, combined with growing earnings. However, we expect this
amount to decline in 2021, despite a likely rebound in the group's
performance, as part of the deferred tax will become due, and we
forecast that the group will ramp up capex by $140 million-$180
million to accommodate its discretionary projects. Therefore, we
expect that reported FOCF after lease payments will contract to $60
million-$300 million in 2021, before growing to $400 million-$600
million in 2022.

"We forecast slower deleveraging over the medium term than in our
previous base case, significantly diminishing headroom at the
current rating.   A higher debt burden than we had previously
expected at end-2020, the leverage-accretive funding of recent
acquisitions, and a short-term cash flow squeeze from deferred
payments will likely curb the pace of deleveraging in 2021-2022. We
still expect the company to deleverage over the coming years, but
at a much slower pace than we had previously forecast. Pro forma
leverage will decline from 10.0x in 2020 to 9.0x-9.5x in 2021
(7.9x-8.5x excluding NCE) and to 7.0x-8.0x in 2022 (6.0x-7.0x
excluding NCE). This compares to our previous expectations of
7.5x-8.5x in 2021 and 6.5x-7.5x in 2022." Pro forma leverage
includes the annualization of contributions from the acquisitions
and the synergies the group expects to realize.

The recent steps EG has taken to strengthen its governance systems
are welcome, but the group is yet to establish a track record of
the enhanced framework.  Following the resignation of Deloitte as
auditor over governance concerns in October 2020, EG Group expanded
the breadth and expertise of its board of directors, and appointed
a new chairman--Lord Stuart Rose, former CEO of Argos, Arcadia, and
M&S, and currently Chairman of Ocado--and two other independent
nonexecutive directors, including a chair of the audit committee.
They are tasked with building and implementing a set of corporate
governance procedures, a number of which are already under way.
These encompass the establishment of audit, remuneration, and
nomination committees and chairing the audit committee and other
board committees. However, as EG Group only made these appointments
recently, S&P believes it will take time for it to establish a
solid track record of enhanced governance practices and
procedures.

S&P said, "We consider the six-month delay in releasing the annual
audited accounts for 2020 as a constraint on our assessment of EG
Group's management and governance practices.   This is
notwithstanding the progress the group has made in strengthening
its overall governance and risk management framework. We consider
the audited financial information to be of utmost importance,
particularly in a volatile year like 2020, which also featured a
change in reporting currency. The delay has inevitably reduced our
visibility on the group's actual performance in 2020.

"The stable outlook reflects our view that EG Group will deleverage
modestly from the 10.0x peak in 2020 to 9.0x-9.5x. We believe the
slowdown in the pace of the group's recovery, uncertainties over
further pandemic-related restrictions, oil price volatility, and an
aggressive acquisition policy will contribute to elevated leverage
metrics over the next 12-18 months. However, we forecast that EG
Group will generate sufficient cash flow to cover mandatory debt
amortization and cash interest and lease payments in full, while
maintaining adequate liquidity. The outlook also reflects our
expectations that the group will continue to strengthen its
corporate governance framework, drawing on the recent appointments
to the board of directors, and will not encounter any hurdles in
obtaining lender consent to delay the release of its 2020 annual
accounts."

S&P could lower its rating on EG Group over the next 12 months if:

-- The group's free cash flow generation weakened materially in
the context of very high debt;

-- The group's liquidity or covenant headroom diminished;

-- The group's adjusted debt to EBITDA exceeded 10x; or

-- The group took further aggressive actions such as debt-funded
shareholder payments or highly leveraged acquisitions.

These things could occur if a higher burden of exceptional and
integration costs than S&P expects, amid persistent
pandemic-related disruption and oil price volatility, weakened the
group's operating performance and eroded the headroom at the
current rating. This would bring into question the group's ability
to sustain its capital structure or maintain adequate liquidity.

Although the following are not part of S&P's forecast, it could
also lower the rating if:

-- The group failed to procure in a timely fashion the waivers it
has recently requested from its lenders to delay the release of its
2020 annual report to Sept. 30, 2021;

-- Any material shortcomings came to light in the group's
governance and risk management practices, affecting its earnings
prospects; or

-- The audit of the 2020 accounts revealed material
inconsistencies in reporting.

Although it is unlikely at the moment, S&P could raise its ratings
on EG Group if the group's pace of recovery and integration of
recent acquisitions exceeded our expectations, such that adjusted
debt to EBITDA fell sustainably well below 8.0x (about 7.0x
excluding NCE), and FOCF after lease payments materially exceeded
our forecast and kept growing. A positive rating action would also
depend on a convincing track record of robust governance, adherence
to a more conservative financial policy with regard to funding
organic growth projects and acquisitions, and a commitment to
maintain stronger credit measures.


GREENSILL CAPITAL: Sanjeev Gupta Seeks Standstill Agreement
-----------------------------------------------------------
Alistair MacDonald and Rhiannon Hoyle at The Wall Street Journal
report that U.K. metals tycoon Sanjeev Gupta is negotiating a
standstill agreement with Greensill Capital to give his companies
breathing space over payments on billions of dollars worth of debt,
according to a person familiar with the matter.

Greensill is among Mr. Gupta's biggest lenders, but filed for
insolvency protection on March 8, the Journal relates.  Its
troubles have prompted Mr. Gupta to fly abroad to seek new sources
of financing, a person familiar with the matter, as cited by the
Journal, said, while governments and workers in several countries
are seeking clarity on the fallout on his network of steel,
aluminum and energy companies.

Greensill's operations seized up last week when Credit Suisse Group
AG froze US$10 billion in investment funds that were critical to
the startup's functioning, the Journal recounts.  Regulators have
since taken over its banking unit, the Journal notes.

The unwinding has rippled through investors, venture-capital firms
and German municipalities that deposited money with Greensill's
bank, the Journal relays.  But GFG Alliance, an umbrella company
for the Gupta family's businesses, is one of the most closely
connected to the supply-chain finance specialist, the Journal
states.

The GFG Alliance group of companies is negotiating with Greensill
representatives for a standstill agreement in which both parties
wouldn't need to make payments to each other, the Journal
discloses.


GREENSILL CAPITAL: Tokio Says Insurance Policies May Not Be Valid
-----------------------------------------------------------------
Ian Smith, Leo Lewis and Kana Inagaki at The Financial Times report
that Japanese insurer Tokio Marine has said the insurance policies
at the heart of the Greensill Capital collapse may not have been
valid in the first place, as investors pressed the company to
detail its exposure to the stricken lender.

Tokio Marine told the FT that its remaining exposure to the
London-based financial group, which filed for administration on
March 8, was not large enough to warrant a revision to its guidance
for the financial year ending in March.

According to the FT, the insurer also said its potential exposure
to the supply-chain finance group was limited because a significant
proportion of its Greensill-related risk was covered by
reinsurance.  It said it was studying the validity of the insurance
policies in the wake of investigations by German financial watchdog
BaFin, and regarded them as open to challenge, the FT relates.

Since last week, investors and analysts have pressured Tokio Marine
for information about its exposure to Greensill, and its refusal to
disclose details on "individual contracts" has fuelled frustration
and concern, the FT relays.

According to the FT, people with direct knowledge of Tokio Marine's
situation said the Greensill issue was dominating the attention of
top management.  They added that there was a working assumption
that many of the questions being asked would ultimately be answered
by expected litigation proceedings in Japan, Australia and possibly
Germany, the FT notes.

The development came as Greensill's talks with US private equity
company Apollo Global Management to buy parts of the business out
of administration were close to falling apart, the FT relays,
citing people familiar with the matter.

According to court documents released last week, Tokio Marine
notified Greensill of its decision to stop coverage in July after
it discovered that an underwriter at BCC had exceeded his risk
limits, insuring amounts that added up to more than AU$10 billion
(US$7.7 billion), the FT discloses.  The underwriter was dismissed,
the FT states.

The insurance backed supply-chain financing arrangements, where
Greensill made payments to a given company's suppliers and later
received payments from that company, the FT says.  The insurance
was written to protect Greensill against defaults on those
payments, the FT notes.

According to the FT, the Japanese group stressed that the US$4.6
billion insurance policy was the total potential exposure, but that
its actual risk was significantly smaller.


GREENSILL: Credit Suisse Execs Overruled Risk Managers on Loan
--------------------------------------------------------------
Stephen Morris, Robert Smith, Arash Massoudi and Owen Walker at The
Financial Times report that senior Credit Suisse executives
over-ruled risk managers to approve a US$160 million loan to
Greensill Capital, which the collapsing finance group now has "no
conceivable way" to repay, according to people familiar with the
matter.

According to the FT, several people with direct knowledge of the
loan said that it was initially rejected by London-based risk
managers in the investment bank.

That decision was then overruled by senior executives at Credit
Suisse, which had developed a lucrative multi-layered relationship
with the financing firm and its Australian founder, Lex Greensill,
the FT notes. The people added eventually Lara Warner, the bank's
chief risk and compliance officer, signed off on the loan in
October, the FT relays.

The financing was supposed to be a bridge loan until the company
completed a private fundraising round, the FT discloses.  But this
week, as Greensill filed for administration, it told a UK court
there was "no conceivable way" it could repay the debt, which now
stands at US$140 million after a portion was repaid, the FT
recounts.

Credit Suisse, the FT says, is now scrambling to gauge the
magnitude of its exposure to Greensill, while assigning blame.
Executives are also trying to get to grips with the bank's exposure
to heavily-indebted steel tycoon Sanjeev Gupta's troubled empire
GFG Alliance.

A significant portion of the Credit Suisse funds comprised loans
from Greensill to GFG, which has now started to default on the
debt, the FT states.  The exposure is at least US$1 billion-US$2
billion, the FT relays, citing people with direct knowledge of the
dealings.

Greensill's collapse was triggered by Credit Suisse's decision last
week to suspend US$10 billion of supply-chain finance funds, which
offered exposure to loans made by Greensill and were marketed by
the bank to its asset management clients, the FT relates.  That
decision came after a key insurance policy lapsed, according to the
FT.


JUPITER MORTGAGE 1: S&P Assigns B-(sf) Rating on Class I Notes
--------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Jupiter Mortgage
No.1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, G-Dfrd,
H-Dfrd, I-Dfrd, and X-Dfrd notes. At closing, Jupiter Mortgage No.
1 also issued unrated class Z and S1, S2, and Y certificates, and
VRR loan notes.

At closing, the seller (Jupiter Seller Ltd.) purchased the
beneficial interest in the portfolio from the sponsor (Citibank
N.A., London Branch), who in turn acquired the portfolio from the
original sellers, NRAM Ltd. and Bradford and Bingley PLC (B&B). The
issuer used the issuance proceeds to purchase the full beneficial
interest in the mortgage loans from the seller. The issuer granted
security over all of its assets in favor of the security trustee.

The pool is well seasoned. Most of the loans are first-lien U.K.
owner-occupied and BTL residential mortgage loans, however the pool
includes a small percentage of retirement interest-only loans and
lifetime mortgage loans. The borrowers in this pool may have
previously been subject to a county court judgement (or the
Scottish equivalent), an individual voluntary arrangement, a
bankruptcy order, may be self-employed, have self-certified their
incomes, or were otherwise considered by banks and building
societies to be nonprime borrowers. The loans are secured on
properties in England, Wales, Scotland, and Northern Ireland, and
were mostly originated between 2003 and 2009.

Of the pool, which is current on payments, 1.07% of the mortgage
loans by current balance are currently granted payment holidays due
to COVID-19. There is high exposure to interest-only loans in the
pool at 92.8%, and 9.3% of the mortgage loans are currently in
arrears greater than one month.

A general reserve fund provides liquidity, and principal can be
used to pay senior fees and interest on the notes subject to
various conditions. A further liquidity reserve fund is funded to
provide liquidity support to the class A and B-Dfrd notes.

B&B is the servicer in this transaction, and Computershare Mortgage
Services Ltd. is the delegated servicer.

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

"Our credit and cash flow analysis and related assumptions consider
the transaction's ability to withstand the potential repercussions
of the COVID-19 outbreak, namely, higher defaults and longer
recovery timing. Considering these factors, we believe that the
available credit enhancement is commensurate with the ratings
assigned. As the situation evolves, we will update our assumptions
and estimates accordingly."

  Ratings

  Class     Rating*    Amount (mil. GBP)
  -----     -------    -----------------
  A         AAA (sf)     2,327.031
  B-Dfrd    AA+ (sf)       178.453
  C-Dfrd    AA (sf)         42.829
  D-Dfrd    AA- (sf)        49.967
  E-Dfrd    A (sf)          57.105
  F-Dfrd    BBB+ (sf)       49.967
  G-Dfrd    BBB- (sf)       42.829
  H-Dfrd    BB- (sf)        35.691
  I-Dfrd    B- (sf)         42.828
  Z         NR              28.552
  X-Dfrd    CCC (sf)        42.828
  S1 certs  NR                 N/A
  S2 certs  NR                 N/A
  Y certs   NR                 N/A
  VRR loan notes  NR       152.531

* S&P's ratings address timely receipt of interest and ultimate
repayment of principal for the class A notes, and the ultimate
payment of interest and principal on the other rated notes.
N/A -- Not applicable.
NR -- Not rated.
SONIA -- Sterling Overnight Index Average.


RESTAURANT GROUP: Taps Investors for GBP175M to Shore Up Finances
-----------------------------------------------------------------
Henry Saker-Clark and Emma Newlands at The Scotsman report that
Wagamama and Frankie & Benny's owner The Restaurant Group (TRG) is
tapping investors for GBP175 million to shore up its finances after
the business was struck hard by the coronavirus pandemic.

The London-listed hospitality firm revealed that total sales dived
by 57% to GBP459.8 million in 2020 after its sites were forced to
close their doors for large periods, The Scotsman discloses.

According to The Scotsman, the plunge in sales and pandemic costs
caused it to plummet to a GBP127.6 million pre-tax loss for the
year, compared to a GBP37.3 million loss in 2019.

It added that its short-term outlook remains "uncertain" while
lockdown restrictions remain in place, The Scotsman notes.

TRG undertook a major restructuring during the pandemic, closing
around 250 of its leisure and concessions sites -- in a move that
largely hit its Frankie & Benny's, Chiquito and Food & Fuel brands,
The Scotsman recounts.

The company, which now has around 400 sites, said its planned
capital raise will be the "last step" in its restructuring plan as
it prepares to rebound once restrictions lift, The Scotsman
relays.

"Pent-up demand from diners appears to be there, but it will take
time to be unleashed. The cash injection from this latest rights
issue will give [the company] some breathing space, but there may
well be more restructuring pain to come, as a slimmed-down version
of [TRG] emerges from the crisis," The Scotsman quotes Susannah
Streeter, senior investment and markets analyst, Hargreaves
Lansdown, as saying.


STRATTON MORTGAGE 2021-2: S&P Assigns B- Rating on Cl. I Notes
--------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Stratton Mortgage
Funding 2021-2 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd,
F-Dfrd, G-Dfrd, H-Dfrd, I-Dfrd, and X-Dfrd notes. At closing,
Stratton Mortgage Funding 2021-2 also issued unrated class Z and
S1, S2, and Y certificates, and VRR loan notes.

Stratton Mortgage Funding 2021-2 is a static RMBS transaction that
securitizes a portfolio of GBP1.61 billion owner-occupied and BTL
mortgage loans secured on properties in the U.K.

At closing the seller (Jupiter Seller Ltd.) purchased the
beneficial interest in the portfolio from the sponsor (Citibank
N.A.), who in turn acquired the portfolio from the original
sellers, NRAM Ltd. and Bradford and Bingley PLC (B&B). The issuer
used the issuance proceeds to purchase the full beneficial interest
in the mortgage loans from the seller. The issuer granted security
over all of its assets in favor of the security trustee.

The pool is well seasoned. Most of the loans are first-lien U.K.
owner-occupied and BTL residential mortgage loans, however the pool
includes a small percentage of retirement interest-only loans and
lifetime mortgage loans. The borrowers in this pool may have
previously been subject to a county court judgement (or the
Scottish equivalent), an individual voluntary arrangement, a
bankruptcy order, may be self-employed, have self-certified their
incomes, or were otherwise considered by banks and building
societies to be nonprime borrowers. The loans are secured on
properties in England, Wales, Scotland, and Northern Ireland and
were mostly originated between 2003 and 2009.

Of the pool, which is current on payments, 1.07% of the mortgage
loans by current balance are currently granted payment holidays due
to COVID-19. There is high exposure to interest-only loans in the
pool at 92.3%, and 9.5% of the mortgage loans are currently in
arrears greater than one month.

A general reserve fund provides liquidity, and principal can be
used to pay senior fees and interest on the notes subject to
various conditions. A further liquidity reserve fund was funded to
provide liquidity support to the class A and B-Dfrd notes.

B&B is the servicer in this transaction, and Computershare Mortgage
Services Ltd. is the delegated servicer.

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

S&P said, "Our credit and cash flow analysis and related
assumptions consider the transaction's ability to withstand the
potential repercussions of the COVID-19 outbreak, namely, higher
defaults and longer recovery timing. Considering these factors, we
believe that the available credit enhancement is commensurate with
the assigned ratings. As the situation evolves, we will update our
assumptions and estimates accordingly."

  Ratings

  Class     Rating*      Amount (mil. GBP)
  A         AAA (sf)        1,236.843
  B-Dfrd    AA+ (sf)           88.346
  C-Dfrd    AA (sf)            23.047
  D-Dfrd    AA- (sf)           26.888
  E-Dfrd    A (sf)             38.411
  F-Dfrd    BBB+ (sf)          26.888
  G-Dfrd    BBB (sf)           19.206
  H-Dfrd    BB- (sf)           26.888
  I-Dfrd    B- (sf)            11.523
  Z         NR                 38.411
  X-Dfrd    CCC (sf)           23.046
  S1 certs  NR                    N/A
  S2 certs  NR                    N/A
  Y certs   NR                    N/A
  VRR loan notes  NR           82.079

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal for the class A notes, and the ultimate
payment of interest and principal on the other rated notes.
N/A--Not applicable.
NR--Not rated.


VICTORIA PLC: Fitch Assigns BB Rating on EUR250MM Secured Notes
---------------------------------------------------------------
Fitch Ratings has assigned Victoria plc's EUR250 million senior
secured notes (SSN) a 'BB'/'RR2' rating.

The new notes will rank pari-passu with the recently issued EUR500
million SSNs maturing in 2026, and will mature in 2028. The
proceeds and existing cash balances will be used to refinance the
remaining SSNs maturing in 2024. The transaction is leverage
neutral, leaving Fitch's expectations unchanged.

KEY RATING DRIVERS

Leverage-neutral SSN Issue: The additional issuance of EUR250
million (GBP222 million equivalent) SSN will be used (together with
existing cash of about GBP65 million) to fully refinance the
remaining EUR300 million SSNs maturing in 2024. The transaction
follows the recent issuance of Victoria's new EUR500 million SSNs,
maturing in 2026 at a price of 3.625%, which were used to partly
refinance 2024 SSNs and to facilitate new acquisitions expected to
deliver up to GBP100 million additional EBITDA. Fitch expects funds
from operations (FFO) net leverage to be unchanged after the
issuance of additional notes.

Acquisition Spend Higher than Forecast: Fitch conservatively
assumes Victoria will gain an additional EBITDA of GBP80 million
from a total spend of GBP600 million on new acquisitions by end
FY22(ending March 2022), yielding a Fitch expected average
enterprise value (EV)/EBITDA of 7.5x (relative to the company's
7.0x expectation). Fitch expects EBITDA margins at FYE22 to be
slightly lower than Fitch's previous forecast at 15.7% before
improving towards 16.5% by FYE24. Acquisition spend is higher than
Fitch had expected for FY21 and FY22.

Limited Financial Profile Impact: Additional EBITDA from
acquisitions will be balanced by increased debt, leaving FFO net
leverage and FFO margins largely stable. Victoria's record of
acquisitions supports Fitch's view that new acquisitions will be
successfully integrated. The financial policy is unchanged and
Victoria has expressed its commitment to deleveraging.

Acquisition-based Strategy: Fitch assumes that Victoria will
continue its acquisition-led strategy over the next four years,
driven by available opportunities in its fragmented core markets.
The strategy entails moderate execution risks, and successful
integration and synergy realisation from M&A transactions can be
challenging in a sharp market downturn. However, Fitch views the
management team as experienced and disciplined, with a history of
successful integrations and reasonable acquisition-valuation
multiples.

Preference Share Issue Supportive: Koch recently acquired an
approximately 10% ordinary share interest in Victoria from an
existing institutional investor, while Victoria bought back 6.8% of
its shares from the same institutional investor. Koch has also
provided up to GBP175 million in preferred equity investment in
Victoria to support the group's M&A activities. As part of this
agreement Koch has also received warrants for up to an additional
9% of Victoria's common equity, subject to exercise options.

Koch's preferred share investment of up to GBP175 million is split
between an initial GBP75 million with a further GBP100 million
available to Victoria over the following 18 months, available for
drawdown at the latter's discretion. Fitch forecasts the additional
GBP100 million will be used for acquisitions.

Pandemic Impact Limited: Despite the effect of April's strict
lockdowns, especially in the UK and the Spanish divisions, Victoria
managed to control its costs and minimise losses. Fitch expects the
group's recovery to pre-pandemic levels to continue in FY21, with
January-March likely to be strongest. Fitch expects a 5% decline in
organic revenue to be offset by M&A growth to result in total
revenue growth of around 7% in FY21. Fitch expects organic revenue
to fully recover in FY22 with a 13% growth.

Victoria's focus on the residential market has benefited from
increased spending on home improvement during the pandemic.
However, Fitch remains cautious that the longer-term economic
effects could limit demand in FY22.

Expected Reduction in Leverage Metrics: FFO net leverage for FY20
was 4.2x, higher than the previous Fitch case of 3.6x, but down
from 4.4x in FY19. This was caused by the full drawdown of a GBP75
million revolving credit facility (RCF), and a weaker EBITDA margin
in 4QFY20. As of end-September 2020, Victoria had fully repaid its
RCF. Fitch forecasts FFO net leverage to be within Fitch's
sensitivity range of 2.0x to 3.5x by FYE22 due to a
smaller-than-previously expected decline in revenue and margins.

Diversification Limits UK Exposure: Due to Victoria's recent
expansion in Europe, revenue contribution from the UK fell to
around 40% of revenue in FY20. Victoria remains geographically
concentrated with nearly 80% of EBITDA generated in Europe
(including around 30% in the UK). Furthermore, 90% of Victoria's
revenue is exposed to the renovation market, and while construction
markets tend to behave independently across countries, the
renovation market tends to follow similar geographical patterns
given its link to consumer confidence and GDP growth.

Low Customer Concentration, Strong Brand: Victoria's customer base
is diversified, largely composed of small independent retailers and
no exposure to third-party distributors. This limits customer
concentration, with the top 10 representing only 18% of sales in
FY20 and the largest 3%, in turn providing Victoria with some
pricing power. Victoria has built a strong brand
proposition/loyalty leading to long-term relationship with its
customers. Its operational integration and manufacturing
flexibility enable the group to quickly produce customisable
products, limiting the need to maintain both high stock levels for
retailers and working capital.

DERIVATION SUMMARY

Victoria is one-tenth the size of Mohawk Industries Inc.
(BBB+/Stable), the world's leading flooring manufacturer, is less
diversified geographically and exhibits higher leverage metrics. In
Fitch's view, Victoria exhibits a business profile that is
consistent with the 'BB' category. Its profitability is
particularly strong at the mid-points of Fitch's Rating Navigator
for Building Products due to the high-margin ceramic businesses it
has acquired over the last few years.

However, Victoria's end-market is concentrated on residential and
less diversified than global players such as Mohawk or other large
building products companies such as Compagnie de Saint-Gobain
(BBB/Stable). This is common among small to medium-sized players
such as Hestiafloor 2/Gerflor (B+/Stable), which is mostly exposed
to commercial (around 90%). Although Gerflor is double the size of
Victoria and offers a broader range of products in the resilient
flooring market with a focus on luxury vinyl tile products, it has
lower profitability and higher leverage, resulting in its rating
being one notch lower than Victoria's.

Fitch views FFO leverage of below 4.0x and FFO net leverage below
3.5x as consistent with the 'BB' category. Although Fitch expects
Victoria's FFO net leverage to increase in FY21, Fitch forecasts
FFO net leverage to improve back towards 3.2x in FY22.

KEY ASSUMPTIONS

-- Pro-forma (for the latest bond issue) EBITDA of GBP225 million
    for FY22, of which GBP80 million is newly acquired EBITDA.

-- EBITDA margin around 15.7% at end FY22, moving towards 16.5%
    at end FY24.

-- Pro-forma FY22 sales of around GBP1.4 billion, of which around
    GBP700 million is newly acquired revenue.

-- Neutral to positive working capital from FY22.

-- Capex of 4.5% of sales for the next four years.

-- New debt of EUR500 million and EUR250 million SSNs fully
    refinancing existing notes maturing in 2024, in FY21.

-- Additional equity raised to support acquisitions including
    utilising the full Koch potential investment of GBP100 million
    plus the GBP75 million issued in October 2020.

-- New acquisitions of GBP600 million until FY22, incorporating
    expected earn-out of GBP233 million. Earn-out outflow of GBP58
    million per year between FY22 and FY25.

-- Additional acquisitions after FY22 of around GBP30 million
    GBP40 million per year.

RATING SENSITIVITIES

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

-- Continued increase in scale and product/geographical
    diversification as well as successful integration;

-- FFO net leverage below 2.0x;

-- EBITDA margin increasing towards 19%.

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

-- Material drop in EBITDA margin towards 15%;

-- Breach of stated financial policy leading to FFO net leverage
    above 3.5x for a sustained period;

-- Failure to recover from the Covid-19 crisis in the next two
    years leading to free cash flow margin in low single digits
    and FFO net leverage above 3.5x in FY23.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Sound Liquidity: As of 30 September 2020, Victoria had GBP130
million cash on balance sheet, and a GBP75 million RCF that was
fully undrawn. Fitch expects Victoria to have around GBP173 million
cash on balance sheet, post M&A activity, debt and equity proceeds,
by FYE22.

ESG CONSIDERATIONS

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

VICTORIA PLC: Moody's Gives B1 Rating on New Senior Secured Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 instrument rating to
the new planned million backed senior secured notes due 2028 to be
issued by Victoria plc, a leading supplier of flooring products.
Victoria's existing B1 corporate family rating, B1-PD probability
of default rating and B1 instrument ratings are unaffected by the
new issuance. The outlook on all ratings is negative.

RATINGS RATIONALE

Proceeds from the new notes will be used to refinance the remaining
balance of the currently outstanding notes due 2024 in a leverage
neutral transaction that will extend the company's debt maturity
profile.

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

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

STRUCTURAL CONSIDERATIONS

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

RATING OUTLOOK

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

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

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

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

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

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

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

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Victoria plc was founded in 1895 in the United Kingdom, and is an
international designer, manufacturer and distributor of flooring
products across carpets, ceramic tiles, underlay, luxury vinyl
tile, artificial grass and flooring accessories. Victoria is listed
on AIM in London with a market capitalisation of GBP920 million (as
of March 5, 2021). In fiscal 2020 the company generated GBP622
million of revenue and GBP118 million of company adjusted EBITDA.




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

[*] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author: Sarkis J. Khoury
Publisher: Beard Books
Softcover: 292 pages
List Price: $34.95
Order your personal copy today at http://is.gd/hl7cni

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers. Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today. With its nearly 100 tables of
data and numerous examples, Khoury provides a wealth of information
for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come. And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S. In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms. Foreign acquisitions of U.S. companies grew from 20 in 1970
to 188 in 1978. The tables had turned an Americans were worried.
Acquisitions in the banking and insurance sectors were increasing
sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions. Khoury answers many of the questions arising from the
situation as it stood in 1980, many of which are applicable today:
What are the motives for transnational acquisitions? How do foreign
firms plans, evaluate, and negotiate mergers in the U.S.? What are
the effects of these acquisitions on competition, money and capital
markets; relative technological position; balance of payments and
economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979. His historical review
includes foreign firms' industry preferences, choice of location in
the U.S., and methods for penetrating the U.S. market. He notes the
importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive. He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term. Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective. Khoury's
research broke new ground and provided input for economic policy at
just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton. He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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