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

                          E U R O P E

          Thursday, March 18, 2021, Vol. 22, No. 50

                           Headlines



F R A N C E

CGG SA: Fitch Assigns First-Time 'B-(EXP)' LongTerm IDR
CGG SA: Moody's Affirms B3 CFR, Rates New $1.2M Secured Notes B3
CGG: S&P Downgrades LT Rating to 'CCC+' on Elevated Debt Level
FAURECIA SE: S&P Alters Outlook to Positive, Affirms 'BB' LT ICR
FONCIA MANAGEMENT: Moody's Rates Sr. Revolving Credit Facility 'B2'



G E R M A N Y

DEMIRE DEUTSCHE: S&P Downgrades ICR to 'BB-', Outlook Stable
DOUGLAS GMBH: Fitch Assigns First-Time 'B-(EXP)' LT IDR
GREENSILL BANK: Declared Insolvent by German Court
KIRK BEAUTY: S&P Puts 'CCC+' ICR on Watch Pos. on Refinancing
SCHAEFFLER AG: Fitch Downgrades LongTerm IDR to 'BB+'

TAURUS 2021-3: S&P Assigns Prelim B (sf) Rating on Class F Notes
WIRECARD AG: German Government Mulled Bailout Prior to Collapse


G R E E C E

PUBLIC POWER: Fitch Gives EUR650MM Sr. Unsec. Bond Final BB- Rating


I R E L A N D

CARLYLE GLOBAL 2016-2: S&P Assigns B-(sf) Rating to Cl. E-R Notes
CONTEGO CLO VI: Moody's Assigns (P)B3 (sf) Rating to Class F Notes
CVC CORDATUS VII: Fitch Assigns B- Rating to F-R Tranche
HAYFIN EMERALD VI: Moody's Gives (P)B3(sf) Rating on Class F Notes
MAN GLG CLO V: Fitch Assigns Final B- Rating to Class F Notes

MAN GLG III: S&P Affirms B- (sf) Rating on EUR 10.40MM Cl. F Notes
TAURUS 2021-3: Moody's Gives (P)B1 Rating to EUR28M Class F Notes


N O R W A Y

NORWEGIAN AIR: Hits Chapter 15 Bankruptcy in New York


R U S S I A

FOREBANK JSC: Bank of Russia Revokes Banking License
KAZANORGSINTEZ PJSC : Fitch Affirms 'B+' LT IDR, Outlook Stable
MEGAFON PJSC: Fitch Affirms 'BB+' LT IDR, Outlook Stable
MODERN STANDARDS: Bank of Russia Revokes Banking License
NETWORK CLEARING: Bank of Russia Revokes Banking License



S E R B I A

SERBIA: Moody's Ups LT Issuer Rating to Ba2 on Economic Resilience


S P A I N

GENERALITAT DE CATALUNYA: Moody's Upgrades Rating to Ba2
MADRID RMBS I: S&P Affirms 'CCC- (sf)' Rating on Class E Notes
MADRID RMBS II: S&P Affirms D (sf) Rating on Class E Notes
VIA CELERE: Fitch Assigns First-Time 'BB-' LongTerm IDR


T U R K E Y

ALTERNATIFBANK AS: Moody's Completes Review, Retains B1 Rating
HSBC BANK: Moody's Completes Review, Retains B3 Deposit Rating
ODEA BANK: Moody's Completes Review, Retains Caa1 Deposit Ratings
TC ZIRAAT: Moody's Completes Review, Retains B2 Deposit Rating
TURKIYE GARANTI: Moody's Completes Review, Retains B2 Ratings

TURKIYE HALK: Moody's Completes Review, Retains B3 Deposit Rating


U N I T E D   K I N G D O M

GREENSILL: Greensill Family Sold US$200M Shares Prior to Collapse
TOGETHER ASSET 2021-CRE1: S&P Assigns BB+(sf) Rating on X Notes

                           - - - - -


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F R A N C E
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CGG SA: Fitch Assigns First-Time 'B-(EXP)' LongTerm IDR
-------------------------------------------------------
Fitch Ratings has assigned CGG SA an expected Long-Term Issuer
Default Rating (IDR) of 'B-(EXP)' with a Positive Outlook and an
expected senior secured rating of 'B(EXP)' for proposed USD1.2
billion equivalent EUR/USD notes with a Recovery Rating of 'RR3'.

The expected IDR is driven by the contemplated refinancing
transaction, which will minimize liquidity and refinancing risk
through 2027. Fitch forecasts CGG's leverage to gradually recover
from the effects of the pandemic, but remain susceptible to any
further volatility in oilfield services sector. The IDR is
supported by the company's asset light business model, strong
market position allowing for premium pricing realisation, and
recent cost reductions.

The Positive Outlook reflects the company's improving financial
profile, but debt reduction, maintenance of strong liquidity,
positioning of the company for energy transition, and sustained
supportive market conditions are pre-requisites for positive rating
action.

The assignment of the final ratings is contingent on receipt of
final documentation conforming to information already received.

KEY RATING DRIVERS

Credit Accretive Refinancing Transaction: The contemplated
refinancing will substantially improve CGG's liquidity position as
maturities are pushed out to 2027 and the USD100 million super
senior revolver will provide an additional liquidity lever going
forward. The transaction eliminates refinancing risk throughout
Fitch's projection horizon and minimizes the probability of a
liquidity shortfall arising over the next few years despite
potential market volatility.

Debt Quantum Remains High: Following the refinancing transaction,
total gross debt of USD1.2 billion declines only modestly from the
current level of USD1.25 billion (including accrued PIK interest).
Fitch views debt levels as manageable but high, given Fitch's
expectation of funds from operations (FFO) gross leverage returning
under 3.0x in 2023, which remains commensurate with the rating
level despite leverage peaking above 4.5x in 2020 and 2021.

Asset Light Strategy: Following the divestiture of the marine
acquisition business to Shearwater in January 2020, CGG's cost base
and capital intensity are structurally lower, allowing for overall
less cash flow volatility through the cycle. Alongside other cost
reduction efforts executed in 2020, Fitch expects the company's
cost management strategy will allow CGG to avoid sustained periods
of pronounced cash burn.

Strong Niche Market Position: CGG is well-positioned within the
seismic data processing and equipment sub-sectors, with a leading
position in geoscience and equipment, and a competitive
multi-client library. The company's technical expertise, made
possible by consistently high R&D spend in the USD70 million-USD80
million range, allows it to retain premium pricing over
competitors. Its focus on development, production, and near-field
exploration projects also allows for greater resilience in backlog
levels through the cycle.

Seismic Market to Remain Volatile: During 2020, CGG's Fitch
adjusted EBITDA declined by 47% versus 2019 levels, due to an
approximately 30% reduction in global exploration & production
(E&P) spending due to their capex cuts in response to
pandemic-driven drop in oil demand. While the current recovery in
demand for oil & gas production will be constructive for seismic
service activity, Fitch expects volatility in the oil & gas market
to remain high. This poses significant inherent downside risk to
the cash flow profiles of CGG and its peers.

Slow Recovery Ahead: Fitch expects recent improvements in
hydrocarbon pricing to contribute to a recovery in E&P activity
over the next few years, although full recovery to 2019 levels will
take time. CGG benefits from a relatively diverse customer base,
with 67% of revenues derived from relatively price inelastic
national oil companies and large international oil companies. This
supports Fitch's expectation of FFO generation gradually returning
to normalised levels of over USD350 million by 2023.

Shearwater Agreement: Under the current commercial agreements with
Shearwater regarding the disposal of CGG's marine acquisition
business, CGG may become again the charterer of the vessels should
either CGG fail to pay annual idle capacity compensation of around
USD22 million and agreed day-rates or should Shearwater become
insolvent. Should such a trigger event transpire, CGG's business
model would revert back to its historical nature and, in the event
that CGG elects to acquire GSS, certain debt obligations may also
be assumed by the company.

While CGG's forecast financial profile supports its ability to pay
its idle compensation obligation, Fitch does not have clear
visibility on Shearwater's financial standing. Fitch takes comfort
from Shearwater's successful debt refinancing concluded in December
2020, but continue to view these commercial agreements as an event
risk which may potentially carry negative impact on CGG's business
and financial profile.

Shift to Non-Oil & Gas: Fitch views positively CGG's strategy of
expanding into non-oil & gas areas such as structural health
monitoring, geothermal, mining, CCUS (carbon capture, utilisation
and storage) in the context of the energy transition as it will
lower oil demand in the future. Management is targeting 30% of
CGG's revenues to be generated by non-oil & gas activities by
2024-2025. Such a shift represents upside to Fitch's forecasts, but
remains to be seen if these areas will generate the same margins as
current activities.

DERIVATION SUMMARY

CGG SA is an asset-light geoscience technology and seismic
equipment manufacturing company, headquartered in France, and
operating internationally. CGG provides premium seismic services
within the oil & gas industry, with customers including national
oil companies, international oil majors, and large independent
producers.

Compared to PGS (RD), CGG has a more flexible business model after
its exit from the seismic acquisition activities. CGG's capital
structure and liquidity position post-refinancing are also stronger
than PGS' whose recent completion of UK Scheme of Arrangement
resulted in scheduled debt amortization restarting in September
2022. However, CGG remains exposed to the intrinsic volatility of
the seismic sector and longer-term challenges related to the energy
transition.

CGG's EBITDA is around 20% bigger than PGS' and more than 10x
bigger than JSC Investgeoservis' (IGS; B-/Stable), based on 2019
Fitch-adjusted figures, with FFO gross leverage lower than PGS' but
similar to IGS' over 2020-2024. However, IGS benefits from more
stable cash flow generation due to its focus on the Russian market.
CGG focuses mostly on the offshore segment of the market, so it
does not benefit from the same diversification of other oilfield
services companies with exposure to both offshore and onshore, such
as Nabors Industries, Inc. (CCC+) nor does it have strategic
support from a key investment grade anchor customer such as IGS has
from PAO Novatek (BBB/Stable). However, CGG benefits from a much
stronger liquidity position and much lower refinancing risk than
IGS and Nabors.

KEY ASSUMPTIONS

-- Revenues to increase to USD916 million in 2021, and to USD1.3
    billion by 2023 as the seismic industry recovers.

-- EBITDA to decline to USD295 million in 2021 due to lower order
    book at the beginning of the year and lower multi-client
    investments; EBITDA to increase to USD623 million in 2024
    following revenue dynamics and increase in profitability.

-- Capex (including investments in the multi-client library) of
    about USD200 million in 2021 and averaging at USD287 million
    over 2022-2024.

-- Around USD35 million of net inflow from divestment and
    acquisitions.

-- No dividends.

KEY RECOVERY ANALYSIS ASSUMPTIONS

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

-- CGG's GC EBITDA is based on Fitch's assumption of EBITDA
    generation likely to be realised by the company following
    emergence from a hypothetical restructuring.

-- Fitch expects that in order to force another restructuring,
    following the company's transition to a lower cost, asset
    light business model, a steeper market shock would be required
    than the COVID-19 pandemic.

-- Fitch's hypothetical restructuring scenario would be
    predicated upon a significant and sudden loss of demand for
    multi-client and geoscience services, on the back of a
    sustained period of very low hydrocarbon prices.

-- Fitch expects that restructuring would likely occur around the
    USD200 million EBITDA level, and the company could reasonably
    expect to emerge therefrom at around USD250 million of run
    rate EBITDA on the back of a recovery in the market spurring
    renewed E&P spending, albeit at lower activity levels than in
    2021.

-- An EV multiple of 4x EBITDA is applied to the GC EBITDA to
    calculate a post-reorganisation enterprise value.

-- CGG's USD100 million revolver is assumed to be fully drawn.
    The RCF is super senior to senior secured bonds in the
    waterfall.

-- Fitch applies an additional 10% haircut to the EV generated by
    the going concern EBITDA and distressed EV multiple
    assumption. Value is distributed to each instrument on a
    priority-ranking basis, from most senior to most junior in the
    capital structure. This results in a Waterfall-Generated
    Recovery Calculation of 67% for the senior secured notes
    (USD1.2 billion). Fitch's analysis generated a Recovery Rating
    Of 'RR3' indicating an expected 'B(EXP)' instrument rating.

RATING SENSITIVITIES

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

-- A reduction in FFO gross leverage to below 3x on a sustained
    basis.

-- Gross debt stabilising at USD900 million or lower.

-- Positive through-the-cycle FCF generation.

-- Successful transition to non-oil and gas activities in line
    with management's target.

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

-- As the Outlook is Positive, a positive rating action is
    unlikely in the short term. However, slower-than-expected
    market recovery leading to FFO gross leverage remaining above
    3x would support a revision of the Outlook to Stable.

-- Deteriorating liquidity position.

-- FFO gross leverage above 4.5x on a sustained basis.

-- Triggering of the Step-In Agreement under the Shearwater
    agreement.

-- Structurally negative FCF generation.

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

Comfortable Liquidity: As of end-2020, the company had USD336
million of readily-available cash and cash equivalent on balance
sheet, excluding USD49 million of trapped cash in China. Fitch
forecasts CGG Fitch-defined FCF to remain neutral-to-negative in
2021-2022. Fitch expects FCF generation to be positive from 2023
and to average USD70 million per year in 2023-2024. Fitch does not
include any further cash inflow from divestments not yet closed or
any outflow due to dividends over the rating horizon.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- USD48.8 million Right of Use Assets D&A and USD9.9 million
    interests on lease liabilities added back to lease expenses.

-- USD48.9 million trapped cash reclassified as non-available.

-- USD73 million of impairments, USD42 million of restructuring
    expenses added back to EBITDA.

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.

CGG SA: Moody's Affirms B3 CFR, Rates New $1.2M Secured Notes B3
----------------------------------------------------------------
Moody's Investors Service has affirmed CGG SA's B3 corporate family
rating and B3-PD probability of default rating assuming a
successful refinancing of the group's capital structure.
Concurrently, Moody's has also assigned a B3 rating to the proposed
$1,200 million (dollar equivalent) backed senior secured notes due
in March 2027 issued by CGG SA. Moody's expects to withdraw the
ratings on the legacy debt instruments and CGG's subsidiary CGG
Holding (U.S.) Inc, as soon as the new bond has been issued.

The outlook on CGG remains stable.

"The affirmation of CGG's B3 CFR rating reflects the company's
strong liquidity buffers in combination with Moody's expectations
of breakeven free cash flow generation in 2021, enabling the
company to weather the difficult market conditions in the oil field
service industry in 2021," said Janko Lukac, Moody's Vice President
and Senior Analyst. "The company's market leading technological
expertise in geoscience is likely to enable the company to restore
its credit metrics to levels required for the B3 rating, once
exploration and production spending of oil and gas players recovers
from currently depressed levels."

RATINGS RATIONALE

With a leverage of about 16.5x and negative Moody's adjusted FCF of
$ -173 million (excluding $ -72.5 million cash from discontinued
operations) by year end 2020 CGG is not in line with the
expectations to maintain the B3 rating and positions CGG very
weakly in the rating category. Notwithstanding, Moody's have
affirmed CGG's rating, taking into account about $283 million cash
on balance per year end 2020 and access to an undrawn EUR100
million revolving credit facility (RCF) maturing in September 2025
pro forma of the refinancing coupled with the expectation that
performance in the next 12-18 months will improve strongly on the
back of rising oil prices. The rating action also assumes free cash
flow generation to be at least break even in 2021, due to much
lower cash outflows from discontinued operations and restructuring
as well as positive working capital inflows due to the collection
of invoices from already sold inventory.

CGG's reported sales dropped in 2020 by 35% to about $886 million
due to its customers cutting their oil & gas exploration and
production ("E&P) spending sharply given the decline in oil & gas
prices caused by the Covid 19 crisis. In Moody's view the strong
liquidity in combination with breakeven free cash flow will enable
the company to withstand low activity levels until E&P spending
recovers. Assuming oil prices in the range of $45 - $65 over the
next two years and simultaneously a gradual recovery of absolute
oil & gas demand close to pre-Covid 19 levels, Moody's expects that
CGG will be able to reduce its Moody's adjusted debt /EBITDA (excl.
multi client capex) towards 6.0x by end of 2022.

LIQUIDITY

Pro forma the successful refinancing CGG has a strong liquidity
with about $283 million cash on balance by end of 2020 and access
to a committed and undrawn $100 million revolving credit facility
("RCF") maturing in September of 2025. The RCF has a springing
senior secured net leverage ratio at 3.5x, which will be tested if
the RCF is drawn at more than 40%. For the next 12 to 18 months we
expect CGG to not draw on its RCF and be in compliance with its
covenants, if they were tested. At the same time CGG has no
material upcoming maturities until September 2025 and March 2027
when its $100 million RCF and $1.2 billion (dollar equivalent) bond
come due, respectively.

ESG

Environmental considerations for CGG include the risk that
environmental concerns and regulation result in declining oil & gas
exploration and production investments over the longer term, when
global hydrocarbon demand is forecasted to decline. Moody's
monitors this closely and notes that CGG's services aim to increase
the efficiency of oil & gas exploration activities and hereby
reduce CO2 emissions.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that CGG's
liquidity buffer should be sufficient to weather the currently
depressed E&P spending of oil and gas companies for the next 12 -18
months. Furthermore, in Moody's view the disposal of the data
acquisition business as well as substantial overhead and
operational cost savings achieved over the past years should have
improved CGGs resilience and are likely to enable it to generate
break even free cash flows in 2021.

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

The B3 rating could come under pressure if: (i) E&P spending of oil
& gas companies does not start to recover gradually over the next
6-12 months; (ii) adjusted debt/EBITDA (excl. multi-client capex)
would not decline towards 6.0x by end of 2022 (ii) CGG would report
a meaningful negative free cash flow leading to a deterioration in
its liquidity profile.

Upward rating pressure could built if we were to observe a
sustained improvement in the oil & gas industry leading to a
recovery of E&P spending leading to an adjusted debt/EBITDA (excl.
multi-client capex) below 4.5x on a consistent basis, while
maintaining a positive free cash flows and a good liquidity
position.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.

COMPANY PROFILE

Headquartered in France, CGG SA is an international geoscience
company ranking among the top three players in the seismic
industry. The company provides a wide range of other geoscience
services, including data imaging, seismic data characterization,
geoscience and petroleum engineering consulting services,
collecting, developing and licensing geological data as well as
geophysical equipment manufacturing. In 2020 CGG SA reported sales
of around $886 million and company-adjusted segment EBITDA of $402
million.

CGG: S&P Downgrades LT Rating to 'CCC+' on Elevated Debt Level
--------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on global seismic
services company CGG to 'CCC+' from 'B-', and assigning a 'CCC+'
rating to the company's proposed bond.

The stable outlook signifies that the company can preserve cash
during the downturn and has few maturities in the coming years.

S&P said, "The rating action reflects our view of CGG's elevated
debt level, with only a slight reduction under our base case in the
coming 12-24 months, given the bleak outlook for the seismic
industry. As of Dec. 31, 2020, the company reported net debt of
$1.0 billion, including finance leases (equivalent to S&P Global
Ratings-adjusted debt of $1.5 billion), compared with $0.7 billion
on Dec. 31, 2019 (similar to the company's debt level after the
company's 2018 restructuring). At the same time, we see no risk of
default as CGG's liquidity is sound and will remain so following
the company's proposed refinancing transaction. In our view,
adjusted debt of about $0.9 billion would be more sustainable and
would match the company's cash flow capacity during the cycle,
supporting the previous 'B-' rating. Under our base case, we assume
the company is able to reduce the debt to $1.2 billion-$1.3 billion
by the end of 2022. We calculate that once demand recovers to its
multi-year average (segment EBITDA of about $520 million), the
company's free operating cash flow (FOCF) would be about $150
million, supporting a reduction in overall debt. Positively, the
company has shown a commitment to addressing its debt burden
through opportunistic debt repayments, divestment of noncore
assets, and further improvement of its cost structure.

"Even though oil prices have recovered to $60/bbl, conditions for
the seismic industry will remain weak in 2021. In early March, CGG
reported lower-than-expected results at year-end, with a more than
40% drop in its segment EBITDA to $402 million in 2020 from $721
million in 2019, compared with our previous assumption of $550
million-$600 million in March 2020, when we lowered the rating to
'B-'. Low oil prices explain the drop, and led to 20%-30% cut in
oil majors' exploration and production (E&P) capital expenditure
(capex). Based on these companies' capex guidance for 2021, we
expect only a modest increase in spending in 2021. We still view
CGG's seismic services as key to the oil and gas industry and that
it is only a matter of time before we see a rebound in demand for
such services. Under our revised base case for 2021, and using oil
prices of $60/bbl for the rest of the year, we assume CGG's segment
EBITDA will further decrease to $340 million-$360 million."

Proposed refinancing and a new revolving credit facility (RCF) will
enhance liquidity, but the capital structure looks unsustainable in
the long term. CGG's new issuance of $1.2 billion senior secured
notes will extend the company's maturity profile to 2027 from 2023
and 2024 currently. As part of the transaction, the company will
use about $100 million of its cash balance to reduce its gross
debt. In addition, the company is looking to secure a new $100
million RCF maturing in 2025. After the transaction, the company
will have no maturities and a cash balance of about $275 million.
It will also reduce its interest cash cost by $25 million-$35
million.

The stable outlook reflects the company's ability to preserve cash
during the downturn and its lack of maturities in the coming
years.

S&P said, "Under our base-case scenario, assuming a Brent oil price
of $60/bbl for the rest of the year, we expect segment EBITDA for
CGG of $340 million-$360 million in 2021 (equivalent to S&P Global
Rating-adjusted EBITDA of $120 million-$140 million), which would
translate to break-even or slightly negative FOCF (excluding
changes in working capital), adjusted debt of about $1.4 billion by
year-end, and adjusted debt to EBITDA of well above 8x.

"At this stage, our visibility for 2022 is quite limited. Based on
our calculations, the company will need to have an adjusted EBITDA
of slightly above $450 million if FOCF is to remain neutral
(excluding changes in working capital and after finance lease
payments).

"We do not expect a negative rating action in the coming 12-18
months. However, we could lower the rating if liquidity weakens
substantially and we see material negative FOCF, leading to a
potential distressed exchange offer."

A positive rating action would require a clear path of recovery for
the seismic market, driven by higher crude oil prices, leading to
higher offshore spending by the oil majors. In our view, a change
in the industry environment cannot be ruled out as early as 2022,
if oil prices remain at current levels (about $60/bbl) for several
quarters.

Other triggers that support a higher rating include:

-- The company's ability to report an adjusted debt to EBITDA
below 5.0x during normal market conditions and not exceeding 6.5x
during the low part of the cycle (using a reference of adjusted
EBITDA of about $350 million).

-- A projected reduction in adjusted debt to below $0.9 billion
(equivalent to reported net debt of $0.4 billion-$0.5 billion) in
the following 12-18 months. In our view, with a lower debt level
the company would be more resilient during a low part of the cycle
and absorb modest negative FOCF.

-- Maintaining adequate liquidity.


FAURECIA SE: S&P Alters Outlook to Positive, Affirms 'BB' LT ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on auto supplier Faurecia SE
to positive from stable, and affirmed its 'BB' long-term issuer
credit rating on Faurecia. S&P also affirmed its 'BB' issue rating,
with a '3' (50%) recovery rating, on Faurecia's unsecured notes.

The positive outlook indicates that S&P could raise its rating on
Faurecia in the next 12-18 months if strong topline growth and
operating margin expansion enable the company by 2022 to generate
and sustain FFO to debt well above 20% and FOCF to debt comfortably
over 10%.

Faurecia's credit metrics and cash flow are starting to emerge from
COVID-19 fallout.

The pandemic severely hit the company's 2020 results, with revenues
declining 17.5% and S&P Global Ratings-adjusted EBITDA almost
halving to EUR781 million year-on-year. This was, however, broadly
in line with our previous expectations. The interiors segment was
the most affected, with sales contracting by close to 25% and
reported operating margin shrinking to 0.4%. The seating and clean
mobility businesses were more resilient. That said, Faurecia's
performance recovered swiftly in the second half of the year, with
organic revenue decline limited to 3.5% and our adjusted EBITDA
margin strengthening toward 9.0% compared with close to 0% in the
first half. Moreover, Faurecia managed to reverse its cash
consumption from working capital in the last two quarters of 2020.
This, alongside prudent capital expenditure (capex), contained the
company's cash flow deterioration. As such, FOCF broke even
compared with S&P's previous expectation of a deficit close to
EUR400 million. Although adjusted FFO to debt of about 8% in 2020
is weak for the current rating, better cash flow has helped to
contain the increase in adjusted debt at EUR4.7 billion. This
should facilitate gradual deleveraging as the global auto market
recovers in 2021-2022.

A successful execution of Faurecia's order book could improve its
credit profile.  At the end of 2020, Faurecia's cumulated 2018-2020
order book stood at EUR72 billion, marking an increase of EUR4
billion from 2017-2020. In fact, Faurecia increased its order
intake to about EUR26 billion, despite the low tendering activity
at many of its original equipment manufacturers (OEM) customers due
to the pandemic. S&P said, "We believe the order book sets Faurecia
to grow faster than light vehicle production over the next couple
of years and could translate into sustained market share gains. We
also think Faurecia is poised to benefit from an improved mix in
its seating segment, higher commercial vehicle demand for its
low-emission solutions, and an increasing contribution from Clarion
Electronics. We anticipate continued cost-control, alongside
expected revenue growth, will be key for the company to restore
operating margin to its pre-pandemic level of about 7%. We estimate
that such earnings momentum would be the primary driver of a
gradual deleveraging and could support FFO to debt above 20% in
2021 and over 25% in 2022." That said, this trajectory could be
hampered by setbacks to the recovery of light vehicle production,
missteps in start of production for new contracts with premium
OEMs, or the inability to bring profitability at Faurecia Clarion
Electronics closer to group level.

Ratings upside hinges on Faurecia maintaining a balanced financial
policy.   S&P said, "We anticipate the company will generate FOCF
of about EUR500 million in the next two years as it benefits from
the overall auto market recovery and keeps its capex and R&D
spending at relatively stable levels. We understand that Faurecia
intends to allocate 40% of its net cash flows for dividends and
share buybacks, while the remaining 60% would be allocated to
bolt-on acquisitions and deleveraging. In our base-case scenario,
we assume that Faurecia will spend EUR200 million-EUR250 million
annually for investments in the joint-venture with Michelin on
hydrogen (Symbio) and for additional bolt-on acquisitions. Although
currently not factored into our base case, any material increase in
shareholder returns or acquisition spending would likely delay
deleveraging prospects."

S&P said, "The positive outlook reflects our expectation that
Faurecia could steadily restore its operating margins, cash flow,
and credit metrics to pre-pandemic levels by 2022 thanks to its
extensive order book and continued cost discipline, as well as
gradual recovery in the auto market recovery.

"We could raise our rating on Faurecia in the next 12-18 months if
it successfully delivers on its growth and operating margin
targets, such that, by 2022, it reaches and sustains FFO to debt
well above 20% and FOCF to debt comfortably over 10%. An upgrade
would also hinge on the company maintaining a prudent financial
policy balancing shareholder returns and acquisitions with debt
reduction.

"We could revise our outlook on Faurecia to stable if auto
production volumes do not recover as expected or if the company
fails to deliver on its growth and operating margin targets. This
would mean that its FFO to debt and FOCF to debt did not
sustainably strengthen to well above 20% and 10%, respectively. An
outlook revision to stable could also stem from the company
engaging in bigger-than-expected shareholder returns."


FONCIA MANAGEMENT: Moody's Rates Sr. Revolving Credit Facility 'B2'
-------------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability default rating to Flamingo Lux II SCA, a
direct parent of Foncia Management SAS and the top entity of the
new restricted group following completion of the dividend
recapitalization. Concurrently, Moody's has assigned B2 ratings to
the new senior secured revolving credit facility of EUR437.5
million and term loan B of EUR1,275 million issued by Foncia
Management SAS. The outlook on Flamingo Lux II SCA is negative and
the outlook on Foncia Management SAS was changed to negative from
stable.

Net proceeds from the new term loan, together with additional
secured debt and unsecured debt of EUR400 million and EUR250
million respectively, will mainly be used to pay a dividend
distribution of EUR475 million and refinance existing debt. Moody's
understands that the issuance of the new secured and unsecured debt
will take place before closing of the new RCF and term loan B. The
B2 ratings on the existing senior secured credit facilities at
Foncia Management SAS remain unchanged and will be withdrawn upon
closing of the transaction. Moody's has withdrawn the B2 CFR and
B2-PD PDR of Foncia Management SAS.

"The negative outlook reflects the risk that Foncia's credit
metrics will remain weak for the current B2 CFR over the next 12-18
months due to the material releveraging effect of the envisaged
dividend recapitalization", said Brad Gustafson, a Moody's Vice
President - Senior Analyst and lead analyst for Foncia. "Weak
macroeconomic conditions or lower-than-expected benefits from
strategic initiatives including the new ERP could hinder organic
EBITDA growth, and result in Moody's-adjusted debt/EBITDA remaining
above 6.5x and free cash / flow debt not improving towards 5% over
the next 12-18 months, adds Mr Gustafson..

RATINGS RATIONALE

The B2 CFR is weakly positioned because of the material
releveraging effect of the envisaged dividend recapitalization,
which will result in credit metrics outside of Moody's parameters
for the B2 CFR. Moody's-adjusted debt/EBITDA will increase to 9.0x
as a result of the transaction from 6.1x as of 31 December 2020
(pro forma acquisitions closed in 2020). However, Moody's expects a
gradual recovery from the disruptions caused by the coronavirus,
while future acquisitions partly funded with excess cash will
result in deleveraging to 6.5x and improving Moody's-adjusted free
cash flow / debt towards 5% over the next 12-18 months.

Moody's calculations of Foncia's leverage also include around EUR95
million of preferred equity certificates (PECs) at Flamingo Lux II
SCA which do not comply with the requirements for equity treatment
under Moody's hybrid methodology. The PECs, which were issued at
the time of the leveraged buyout in 2016, were not previously
included in Moody's calculations of leverage because they were
outside of the restricted group of the existing credit facilities.

There are, however, execution risks associated with deleveraging
namely the uncertainty as to how earnings will recover if there is
an economic fallout following the pandemic, the rollout of the new
ERP because of the scale of this transformation project and the
company's dependence on acquisitions to grow. The company estimates
that the pandemic had an impact of EUR31 million on EBITDA in 2020
(c. 13% of management EBITDA in 2019), notably due to lockdowns in
France. Moody's expects the impact to gradually unwind over the
next 12-18 months but there could be longer lasting pressure on
revenue in the brokerage segment and other related services such as
transfer fees and property surveys.

More positively, the rating also reflects the company's large
recurring revenue base underpinned by management fees in joint
property management and lease management notably. It also considers
the company's leading market positions in France and increasing
presence in neighboring countries, which have both strengthened in
recent years thanks to bolt-on acquisitions. Lastly, the rating
also incorporates the historical track record of improving margins
and positive free cash flow which Moody's expects will continue
over the next 12-18 months.

LIQUIDITY

Liquidity is good supported by positive free cash flow, pro forma
cash balances of around EUR52 million, and an undrawn revolving
credit facility (RCF) of EUR437.5 million at closing of the
transaction. Moody's expects the company to maintain ample headroom
under the springing covenant attached to the RCF. There is no
material debt maturing before 2027, when the RCF matures.

ESG CONSIDERATIONS

ESG considerations incorporate in Foncia's ratings mainly relate to
governance risks, notably its shareholder-friendly financial policy
as reflected by the envisaged dividend recapitalization -- the
first since the leveraged buyout in late 2016 -- and history of
debt-funded acquisitions. Often in private equity-sponsored deals,
owners tend to have higher tolerance for leverage, a greater
propensity to favour shareholders over creditors, as well as a
greater appetite for dividend recapitalizations and mergers and
acquisitions to maximize growth and their return on their
investments.

STRUCTURAL CONSIDERATIONS

The senior secured debt instruments are rated B2, at the same level
as the CFR, reflecting their pari passu ranking and the
comparatively small amount of junior debt ranking below them.

The senior secured facilities will benefit from a security package
comprising share pledges of material subsidiaries, assignment of
intercompany receivables, and pledges over certain bank accounts.
The senior secured credit facilities will also benefit from
upstream guarantees from most operating subsidiaries.

RATING OUTLOOK

The negative outlook reflects the risk that Foncia's credit metrics
will not revert to levels more commensurate with a B2 CFR over the
next 12-18 months if macroeconomic conditions remain weak or
deteriorate, or the benefits from the company's strategic
initiatives are delayed.

The outlook could be stabilized if there is a sustained earnings
recovery following the recent effects of the pandemic and if the
deployment of the new ERP is successful, such that gross adjusted
leverage looks likely to improve to below 6.5x by 2022, FCF/debt
looks likely to be around 5%, and liquidity remains adequate.

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

While unlikely in the near term given the rating action, upward
rating pressure could develop if a strong recovery in revenue and
margin expansion on the back of the new ERP rollout lead to
Moody's-adjusted debt/EBITDA falling sustainably to around 5.0x and
FCF/debt increasing towards 10%.

Downward rating pressure could arise if credit metrics remain
sustainably weak for the B2 CFR or liquidity weakens as a result of
a prolonged impact from the pandemic or its economic fallout,
execution issues with respect to the new ERP rollout, or
debt-funded acquisitions. This would be evidenced by
Moody's-adjusted debt/EBITDA remaining sustainably above 6.5x or
FCF/Debt not improving towards 5%.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.

COMPANY PROFILE

Headquartered in France, Foncia is a leading provider of
residential real estate services through a network of over 500
branches. The company, which is owned by a consortium led by
private equity fund Partners Group since 2016, generated revenue of
EUR962 million in 2020.



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

DEMIRE DEUTSCHE: S&P Downgrades ICR to 'BB-', Outlook Stable
------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
DEMIRE Deutsche Mittelstand Real Estate AG to 'BB-' from 'BB' and
the company's senior unsecured debt to 'BB' from 'BB+'.

S&P said, "The stable outlook is based on our view that the
company's property portfolio will generate stable cash flow over
the next 12 months, with moderate impact from the COVID-19
pandemic, and its credit metrics will remain commensurate with the
rating.

"The proposed dividend transaction will push leverage above our
downgrade threshold and DEMIRE'S own maximum leverage target.  The
company's majority shareholders, AEPF III S.a.r.l. (Apollo) and
Wecken Group, who together own 90.7% of DEMIRE's share capital and
act in concert, aim for a further dividend distribution for the
full accumulated profit for 2020 of approximately EUR65 million.
The company paid a dividend of about EUR57 million in 2020,
representing 2019's full profit. As a result, we expect DEMIRE's
S&P Global Ratings-adjusted debt to debt plus equity and debt to
EBITDA will reach our downgrade thresholds of 60% and 15x,
respectively. We estimate that the company will exceed its own
financial leverage target of a maximum reported LTV of 50%,
reaching 53%-55% following the transaction (it was 49.9% as of
Sept. 30, 2020). We view the distribution as highly aggressive from
a financial policy point of view and given current market
sentiments and uncertainties surrounding the COVID-19 pandemic.
Following recent developments, we have revised our adjustment of
surplus cash to the company's credit metrics and will no longer
deduct cash from debt, because we believe that accessible cash will
not likely be earmarked for debt repayment under the financial
sponsor ownership, in line with our criteria. Therefore, we
forecast the company's adjusted ratio of debt to debt plus equity
(gross debt) will rise to 62%-64% pro forma the transaction. We
also forecast gross debt to EBITDA will increase to 16x-18x this
year. Nevertheless, we expect DEMIRE's EBITDA interest coverage
will continue being solid, at 2.6x-2.8x over the next 12 months,
thanks to its low cost of debt at 1.8%. We continue to closely
monitor any further aggressiveness of the company's shareholders,
which could negatively affect its creditworthiness, and could
reassess DEMIRE's financial policy because of the influence from
its shareholders. Our forecast takes also into account the
company's acquired stake of the CIELO office building in Frankfurt
at the beginning of this year, financed from existing liquidity.

"We continue to anticipate modest impact from COVID-19 to DEMIRE's
earnings in 2020 and 2021.   The second lockdown in Germany forced
shops and hotels to close in November 2020, through first-quarter
2021. The company's retail assets represent about 25% of total
portfolio value, and about 16% of DEMIRE's annual contractual
rental income comes from retail assets that were not defined as
essential stores and allowed to remain open. Its hotel assets
account for a further 6.5%. We understand the company collected
about 96% of its annual rent in 2020. Furthermore, we note the
vacancy reduction of DEMIRE's portfolio throughout the year, mainly
owing to ongoing letting activities from office assets, which will
likely affect the like-for-like rental income growth for 2020
overall marginal positive. We nevertheless remain cautious about
the medium-to-long-term demand trends for office properties in
Germany because of increased remote working capacities for many
tenants or decreasing demand for office space from
COVID-19-affected businesses.

"We continue to view DEMIRE's liquidity as adequate.   This
accounts for announced dividend distributions and recent
transactions. Supporting our view are the company's signed loan
facilities of about EUR51 million at the beginning of 2021, low
committed capital expenditure needs, and limited short-term debt
maturities. Although headroom tightened to just about 10% (pro
forma dividend distributions) to its LTV bond covenant of a maximum
60%, we understand that the company will restore its headroom under
its financial covenants.

"The issue rating on DEMIRE's senior unsecured bond is 'BB'.   In
line with the corporate issuer rating, we lowered the issue rating
of DEMIRE's senior unsecured nominal EUR600 million notes due 2024
by one notch, but it remains one notch above the issuer credit
rating. We believe recovery prospects continue to reflect the
valuable asset base consisting of investment properties. Therefore,
the recovery rating remains '2' (recovery expectations of 70%-90%;
rounded estimate 85%).

"The stable outlook is based on our view that DEMIRE's property
portfolio will generate stable cash flow with moderate impact from
the pandemic while maintaining credit metrics commensurate with the
rating over the next 12 months. We forecast that our ratio of debt
to debt plus equity (gross debt) will increase to 62%-64%, gross
debt to EBITDA will rise to 16x-18x, and EBITDA interest coverage
will stay at 2.6-2.8x over the next 12-24 months.

"We could lower the rating further if the company fails to keep its
debt to debt plus equity (gross debt) below 65%, and EBITDA
interest coverage falling to 1.5x or below sustainably. We would
also view it negatively if gross debt to annualized EBITDA deviates
materially from our base-case scenario. This could be due to
DEMIRE's further deviation from or unfavorable amendment of its
financial policy, so that we would revise our assessment of the
influence of its owners, which we currently assess at FS-5. In
addition, we could downgrade the company if its liquidity position
deteriorated, for example, through more dividend distributions or
acquisitions.

"We would raise the rating if DEMIRE improves its leverage and
restores the adherence to the committed net LTV target of 50% with
proven track record, with S&P Global Ratings-adjusted debt to debt
plus equity (gross debt) remaining well below 60% and EBITDA
interest coverage well above 2x. We would also view positively the
company's ratio of debt (gross) to annualized EBITDA staying
significantly below 15x; and DEMIRE continuing its growth strategy
by investing in assets with favorable market fundamentals, funded
by a balanced mix of debt and equity. In addition, a change in the
ownership structure could lead to a positive rating action, for
example, if the free float of the company's shareholder structure
increases materially, while management maintains a conservative
financial policy."


DOUGLAS GMBH: Fitch Assigns First-Time 'B-(EXP)' LT IDR
-------------------------------------------------------
Fitch Ratings has assigned Douglas GmbH an expected first-time
Long-Term Issuer Default Rating (IDR) of 'B-(EXP)'. The Outlook is
Stable. Fitch has also assigned expected senior secured and
subordinated debt ratings of 'B(EXP)'/RR3 and 'CCC(EXP)'/RR6,
respectively.

The assignment of final ratings will be subject to the completion
of the refinancing with execution terms being in line with the
draft documentation presented to us.

Douglas's 'B-(EXP)' IDR balances its elevated leverage and weak
coverage metrics with a strong unlevered profile as Europe's
largest beauty retailer with large scale, product breadth and
established multichannel distribution capabilities. The Stable
Outlook reflects Fitch's expectations of persistently high funds
from operations (FFO) adjusted leverage at around 8.0x through the
financial year ending September 2023 (FY23). Fitch also expects
free cash flow (FCF) turning neutral to positive from 2022 as the
company returns to pre-pandemic earnings levels and delivers its
offline to online transformation strategy.

KEY RATING DRIVERS

Refinancing Being Addressed: The IDR is predicated on completion of
the refinancing of senior secured and senior debt facilities
totaling EUR2.3 billion, with the senior secured debt maturing in
July 2022. The back-ended repayment profile of the new all senior
secured debt structure due 2026 will provide the group with
sufficient operating flexibility to implement its business
transformation strategy. Use of the payment-in-kind (PIK) option on
the EUR300 million notes would ease the cash burden and slightly
improve the company's financial flexibility, but would also slow
down the deleveraging prospects.

High Execution Risks: The successful implementation of the business
transformation is critical to Douglas's medium-term credit quality.
The scope of the changes bring complexity and increase execution
risks. The company has a track record of successfully executing
business restructuring and portfolio rejuvenation and
cost-optimisation measures have lower implementation risk. However,
accelerating the change from offline to online, while expanding
customer base and market share result in higher execution risk,
particularly as all conventional store-based beauty retailers are
increasingly moving online, intensifying competitive pressures.

Fitch also note the still meaningful near-term uncertainty in the
sector due to the pandemic, and limited scope for operating margin
improvement, given growing price transparency as beauty retail
demand steadily shifts online.

Sustainable Business Model: Douglas benefits from a sustainable
business model capable of quickly reacting and adapting to the
evolving trading environment, which was particularly well
demonstrated during the 2020 lockdowns. The realisation of the
business transformation strategy without delays and on budget will
further strengthen Douglas's business model. Combined with receding
execution risks, this will be key for improving its cash flow
profitability and credit metrics, potentially supporting a positive
rating action in the medium term.

Weak FCF to Improve After FY22: As the company executes its
transformation initiatives in FY21-22, Fitch projects the FCF
margin will improve to low single-digit levels from FY23, after FCF
losses since 2018. This is predicated on Douglas's successful
business optimisation with steadily improving FFO margin on the
back of incremental sales volumes.

The quality of FCF remains a vulnerable point in Fitch's assessment
of Douglas's credit profile, as Fitch still sees material risks
related to market pressures, which have historically caused cash
flow volatility. Protracted strategy implementation with higher
business transformation costs is also a risk. The continuation of
cash burn, if not mitigated by further cash conservation measures,
combined with elevated credit metrics could signal persisting
operating issues and lead to an increasingly unsustainable balance
sheet.

Persistently High Leverage: High leverage remains one of the main
drivers of the 'B-(EXP)' IDR and is driven entirely by operating
performance. After temporarily dislocated metrics in FY20-21 due to
the pandemic, the normalisation of FFO adjusted leverage to below
8.5x by FY22, trending towards 8.0x thereafter will be critical for
the rating.

Fitch considers the leverage profile high for the rating and the
sector, and more commensurate with a 'CCC' level. Leverage will
need to be supported by a projected return to meaningful
operational growth in FY22 and modest positive FCF from FY23.
Failure to deliver the operating transformation plan in the next 12
to 18 months will put the ratings under pressure.

Tight Coverage Metrics: Fitch also expects FFO fixed charge
coverage will remain tight for the rating. Fitch estimates this
ratio will improve towards 1.5x from FY23 from around 1.0x
currently, as the company optimises its store network and the
associated reduction in property rental costs, and implements its
reorganisation programme, #ForwardOrganisation.

Well-placed in Structurally Growing Market: As the largest European
beauty retailer, Douglas is well-placed to benefit from the stable
long-term underlying consumer demand. Despite being discretionary
consumer spending, beauty retail has been less susceptible to
cyclicality compared with other retail sub-sectors including
consumer electronics, furniture or apparel. Fitch also notes a
continuing trend for premiumisation, which Fitch estimates will
outpace the mass market in coming years, while online will continue
outperforming stationary beauty sales.

Douglas is well represented in the premium segment with its
extensive product and brand assortment, as well as strong online
and omnichannel capabilities.

Retail Challenges Remain: Non-food retail remains one of the most
disrupted sectors, even before the pandemic, due to changing
consumer preferences, shopping habits, technology, digitalisation
and data analytics, accelerating brand and product obsolescence or
environmental considerations and the changing face of city
centres.

These challenges require continuous reassessment of retailers'
business strategies. The pandemic has accelerated certain trends
such as digitalisation and revealed inherent weaknesses of market
participants' business models. This will result in a shake-up of
the competitive landscape in the near to medium term, as weaker
retailers exit the market, while those capable of adapting to and
embracing new challenges, such as Douglas, should benefit from
technology and service leadership.

DERIVATION SUMMARY

Fitch assesses Douglas's rating using the Ratings Navigator for
Non-food retailers. Fitch also derives the rating by comparing the
company's credit profile with predominantly store-based luxury
retailers and online beauty retailers given Douglas's strong and
growing ecommerce capabilities, as well as with selected branded
beauty product companies.

Douglas stands out as one of Europe's largest retailers with scale,
product breadth and multichannel distribution capabilities
commensurate with the 'BB' rating category. This is balanced by an
aggressive financial structure with FFO adjusted leverage estimated
at or about 8.0x and lower financial flexibility based on projected
tight FFO fixed charge coverage ratio of around 1.5x.

The multi-notch difference with 'BB' -rated luxury predominantly
store-based retailers such as Capri Holding (BB+/Negative) and
Tapestry, Inc. (BB/Negative) is due to their materially stronger
operating and cash flow profitability with EBITDA margins of above
15% versus Douglas's projected return towards 10% EBITDA margin and
sustained double-digit FCF margins compared with Douglas's volatile
FCF profile. Fitch also notes Douglas's up to 4.0x higher FFO
adjusted leverage and up to 1.0x weaker coverage metrics.

Pure online beauty retailer THG Holdings plc (B+/Positive) is rated
two notches above Douglas, mainly due to its more conservative
post-IPO financial policy with FFO adjusted leverage projected to
drop to 4.4x in 2021 and even lower by 2023 as the business is
accelerating its presence outside Europe with in-house online
capabilities supporting shifting retail volumes online.

The comparability of Douglas with the Very Group Limited
(B-/Stable) is limited, given the latter's high exposure to
consumer finance services supporting its online retail activities.
While the Very Group gained market share during the lockdown, the
'B-' rating mainly reflects nearer-term refinancing risks.

The ratings of manufacturers of branded cosmetics Oriflame
Investment Holding plc (B/Stable) and Sunshine Luxembourg VII Sarl
(Galderma, B/Negative) reflect partly similar business risks as
Douglas, given the exposure to consumer sentiment and preferences
and importance of marketing investments and distribution networks.
At the same time, as product manufacturers Oriflame and Galderma
benefit from intrinsically higher operating and cash flow margins,
and for Galderma the medicinal nature of some of its products
supported by in-house R&D. These business characteristics along
with scale, product and geographic breadth support leverage of
7.0-8.0x on an FFO basis (unadjusted) with temporarily dislocated
performance in FY20 due to the pandemic, with a one notch higher
IDRs versus Douglas.

KEY ASSUMPTIONS

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

-- Store closures achieved by June 2022;

-- Sales of "keep open" stores to remain 9% below pre-pandemic
    level (December 2019 LTM) by FY22, then 0.5% reduction in
    retail sales per year;

-- Online sales growing at 14.5% CAGR over FY20-25;

-- Around EUR100 million in non-recurring cash costs spread over
    the next three years to implement the business optimization
    programme;

-- Fitch-adjusted EBITDA margin of 5.3% in FY21, subsequently
    gradually improving towards 10%;

-- Senior notes interest is capitalised;

-- Capex of EUR100 million - EUR110 million per year;

-- Working capital outflow of around EUR15 million in FY21 due to
    normalisation of trade payables, subsequently high single
    digit to low double-digit inflows until FY24 supported by
    improved inventory management;

-- M&A-related contingent consideration of around EUR30 million
    paid by FY23. No further acquisitions built in over the next
    five years.

KEY RECOVERY ASSUMPTIONS

Fitch assumes that Douglas would be considered a going-concern in
bankruptcy and that it would be reorganized rather than
liquidated.

In Fitch's bespoke going-concern recovery analysis Fitch considered
an estimated post-restructuring EBITDA available to creditors of
around EUR300 million. In Fitch's view, bankruptcy could come as a
result of prolonged economic downturn combined with more
difficulties in the turnaround of the store network and/or weaker
than expected online performance.

Fitch has used a distressed enterprise value/EBITDA multiple of
5.5x. This is 0.5x higher than 5.0x mid-point used for the
corporates universe outside the US, due to the company's exposure
to rapid online sales growth and already developed omnichannel
capabilities, which combined with its leading position in Europe
and high brand awareness would result into a higher than average EV
multiple.

Fitch has assumed the EUR170 million senior secured revolving
credit facility (RCF) would be fully-drawn upon default. Secured
creditor claims also include the EUR1,000 million senior secured
notes and the term loan B for EUR1,080 million. Fitch assumes all
senior secured debt to rank equally among themselves. The EUR300
million senior PIK toggle notes will be subordinated to senior
secured debt.

After deducting 10% for administrative claims, Fitch's principal
waterfall analysis generated a ranked recovery for the senior
secured debt in the 'RR3' category with a waterfall generated
recovery computation (WGRC) of 66%, while the senior notes ranked
recovery is in the 'RR6' category with a WGRC of 0%, reflecting
their subordination to a large portion of secured debt.

RATING SENSITIVITIES

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

-- Successful optimisation of the business profile, including
    online operations, evidenced by sustained positive like-for
    like sales growth and the FFO margin trending towards 6%.

-- Strengthening credit metrics with FFO adjusted leverage
    approaching 7.0x and FFO fixed charge cover of above 1.7x.

-- Sustained positive FCF margin in the low to mid-single digits.

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

-- Challenges in executing the business optimisation resulting in
    delays or higher cash costs and FFO margin remaining
    consistently below 4%.

-- Negative FCF requiring a permanently drawn RCF leading to
    diminishing liquidity headroom.

-- FFO adjusted leverage above 8.5x after FY21 and FFO fixed
    charge coverage tightening toward 1.2x.

ESG CONSIDERATIONS

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

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch views Douglas's medium-term liquidity
position as satisfactory, based on low but sufficient levels of
internal cash flow generation from FY23 after years of
capital-intensive business transitioning towards online, during
which time the company may temporarily draw on its committed RCF of
EUR170 million. The EUR220 million equity injection from
shareholders as part of the refinancing will leave around EUR100
million additional cash on balance-sheet after payment of
refinancing costs, for total cash at closing of EUR192 million.

When assessing the liquidity position, Fitch only refers to readily
available cash after deducting EUR50 million of liquidity Fitch
deems necessary to fund intra trade working capital, which
historically is the highest in 2Q and 3Q, as well as to account for
cash in stores.

Following the refinancing, Douglas will benefit from extended
maturities to 2026, while keeping access to bank loan and public
debt markets, albeit with a concentrated repayment profile.

GREENSILL BANK: Declared Insolvent by German Court
--------------------------------------------------
Patricia Kowsmann at The Wall Street Journal reports that a German
court on March 16 declared that a small bank tied to a collapsed
U.K. finance company was insolvent, triggering losses for dozens of
small German towns.

Greensill Bank AG was deemed insolvent by a local court, leaving
the towns as creditors that will likely sustain losses, the Journal
relates.

Around Germany, at least 12 towns with a combined EUR200 million,
equivalent to about US$238 million, in deposits are in the same
situation, the Journal states.  Individual depositors are covered
by insurance, the Journal notes.

Bremen-based Greensill Bank, formerly known as NordFinanz Bank AG,
was acquired in 2014 by Greensill Capital, which itself filed for
insolvency on March 8, the Journal discloses.



KIRK BEAUTY: S&P Puts 'CCC+' ICR on Watch Pos. on Refinancing
-------------------------------------------------------------
S&P Global Ratings placed its 'CCC+' long-term issuer credit rating
on Germany-based Kirk Beauty One GmbH on CreditWatch with positive
implications. S&P also assigned its preliminary 'B-' rating to the
proposed senior secured instruments and 'CCC' rating to the
proposed senior subordinated notes.

The CreditWatch placement indicates the potential for an upgrade by
one notch to 'B-', albeit with an expected negative outlook, if the
refinancing is successful and on terms that are largely
commensurate with its base case.

If executed on time, the proposed refinancing will resolve the
group's short-term refinancing risk and improve liquidity.

Kirk Beauty expects to raise a new term loan B of EUR1,080 million,
senior secured notes of EUR1,000 million, a EUR170 million RCF, and
EUR300 million senior subordinated PIK notes. S&P also expects a
EUR220 million contribution from existing shareholders in the form
of noncommon equity. The company will use the proceeds to redeem
the existing drawn EUR135 million RCF due February 2022, the EUR300
million senior secured notes due July 2022, the EUR1,670 million
senior secured term loan due August 2022, and the EUR335 million
senior unsecured debt due July 2023. This would effectively
eliminate Kirk Beauty's short-term refinancing risk,
which--together with the COVID-19-induced uncertainty--drove the
downgrade to 'CCC+' in April 2020. At the closing of the
transaction, the company expects to have EUR192 million cash on
balance sheet and the fully undrawn RCF, supporting the company's
liquidity position.

Kirk Beauty is well positioned in the beauty market but faces
increased market pressures.   Kirk Beauty has a strong brand
position as a leading European perfume and cosmetics retailer. With
fast growing e-commerce operations that generated about 25% of
total group sales in fiscal year (FY) ending Sept. 30, 2020, and a
presence in prime locations, we believe that Kirk Beauty has a
strong network in its core markets. During the COVID-19 pandemic,
the group's strong online presence has facilitated its market share
gains, because a large section of the market comprises independents
that do not offer such capabilities. For FY2020, Kirk Beauty's
revenue declined by 6.4%, with online sales growing by 41%. This
trend continued during first-quarter FY2021, with a 9% decline in
sales despite the second lockdown, and 74% growth in online sales.
More generally, the group's size and product breadth are key
competitive advantages, in S&P's view, as they make Kirk Beauty a
key entry point for large consumer brands.

S&P said, "That said, we perceive several trends that are likely to
threaten the group's repositioning as the leading online and
offline beauty retailer.   The further growth of online shopping
via pure online players increases competitive pressure and will
continue depressing industry margins on products such as perfumes
and cosmetics. We also see the potential for some large branded
companies, such as L'Oreal, to bypass third-parties such as Kirk
Beauty and sell directly to end customers, particularly through
online channels, although at present this is a relatively marginal
threat.

"In our view, there is significant execution risk associated with
the company's ongoing transformation program.  As the focus shifts
to omnichannel, Kirk Beauty has announced a store optimization
program (SOP) with the aim of reducing its store footprint. The
company also announced its "forward organization" initiative,
through which it expects to achieve savings from the reorganization
of group functions. The SOP entails about 500 store closures,
mainly in Southern Europe. In its first-quarter 2021 results, the
company reported that 77% of stores were already on track to be
closed. While these initiatives should contribute positively to
Kirk Beauty's operating performance over time, since the company
expects an EBITDA contribution of about EUR120 million, it will
entail large net one-off cash costs (budgeted at EUR94 million)
that will weigh on its S&P Global Ratings-adjusted profitability
and free cash flow generation for FY2021 and FY2022. Furthermore,
if Kirk Beauty's transition to online were to continue at its
current rapid pace, it could require an even larger store network
reorganization, which would likely translate into greater one-off
costs than those budgeted over the forecast period. In general,
Kirk Beauty's growth in the expanding online segment will also
require frequent investments in new systems, logistics, and
distribution networks to maintain its capabilities. Since 2018, the
group's cash flow performance has been highly affected by large
one-off costs in relation to its transformation plan.

"Kirk Beauty's leverage is expected to be very high in FY2021 in
the context of its negative free operating cash flow (FOCF)
generation.   We expect adjusted debt to EBITDA to increase to
8.6x-9.0x in FY2021 (excluding NCE), an EBITDAR coverage ratio of
1.0x-1.1x, and significantly negative EUR180 million-EUR190 million
FOCF after lease payments. In our view, this is a transition year,
as the company implements its transformation plan and recovers from
the impact of the pandemic. We see the shareholders' contribution
as a way to finance part of the one-off costs associated with the
transformation. We project an improvement in operating performance
in FY2022, as the company continues to grow its omnichannel
capabilities and benefits from cost efficiencies and operating
expense reduction. This will likely translate into adjusted
leverage metrics of between 6.7x-7.1x (excluding NCE), EBITDAR
cover ratio of about 1.5x, and limited FOCF."

The execution risk associated with the group's transformation plan,
coupled with the uncertain macroeconomic environment and the very
high leverage post transaction, would likely translate into a
negative outlook upon closing of the transaction.   S&P said, "In
addition to the execution risk associated with the transformation
plan, we believe that the uncertain macroeconomic environment could
weigh on the group's performance. Kirk Beauty's product offering is
discretionary in nature, so the sales recovery could be hampered by
a weak economic environment characterized by high unemployment
rates and constrained spending power, which is likely to reduce
consumer demand in 2022. Consumers might become more price
sensitive, increasing existing negative pressures on top-line and
operating margins. We therefore remain cautious about the company's
ability to meet the base-case scenario and, in light of the group's
very high leverage and the still-weak cash flow generation
anticipated for 2021 and 2022, we see very limited headroom under
the likely 'B-' rating upon completion of the transaction."

S&P said, "We aim to resolve the CreditWatch when the proposed
refinancing is complete and we have reviewed the final terms of the
transaction and the final debt documentation. We will also withdraw
our ratings on the existing debt once the refinancing transaction
is complete.

"We will likely raise our long-term issuer credit rating on Kirk
Beauty to 'B-', albeit with an expected negative outlook, if it
successfully completes the refinancing in a timely manner and
repays existing debt, extending its weighted average debt
maturities on terms that are generally in line with our base case.

"Failure to complete, or delays in completing the proposed
refinancing would likely lead us to review our rating on Kirk
Beauty. We could take a negative action on the group and withdraw
our preliminary 'B-' ratings on the proposed senior secured debt
and 'CCC' rating on the proposed senior subordinated PIK notes."


SCHAEFFLER AG: Fitch Downgrades LongTerm IDR to 'BB+'
-----------------------------------------------------
Fitch Ratings has downgraded Schaeffler AG's Long-Term Issuer
Default Rating (IDR) to 'BB+' from 'BBB-'. Fitch has also
downgraded Schaeffler's immediate parent and 75.1% owner, IHO
Verwaltungs GmbH's (IHO-V) IDR to 'BB' from 'BB+'. The Outlooks are
Stable. The Recovery Rating assigned to the senior secured notes is
'RR4'.

The downgrades reflect the increase in the consolidated group's
leverage and Fitch's projections that it will not return to levels
consistent with a 'BB+' rating in the near term. The agency refers
to the consolidated group as the combination of the standalone
accounts of IHO-V and the full consolidation of Schaeffler's
accounts with the dividend stream from IHO-V's 36% direct holding
in Continental AG (BBB/Stable), which is included within Fitch's
funds from operations (FFO).

The deterioration in the consolidated group's leverage metrics is
driven by a greater- and longer-than-expected reduction in the
dividend to be paid to IHO-V by Continental and Fitch's projections
of a higher net leverage at Schaeffler up to end-2023 compared with
end-2019.

Schaeffler's rating incorporates a one notch uplift from the
consolidated group (IHO-V) rating of 'BB', in line with Fitch's
Parent and Subsidiary Linkage criteria. Schaeffler's Standalone
Credit Profile (SCP) of 'bbb-' is pressured by a weaker financial
profile, but Fitch expects a recovery of credit metrics beyond
2021.

The Stable Outlooks reflect the expected recovery in global vehicle
production and ongoing cost-saving measures at Schaeffler and
Continental, which are projected to lead to a gradual recovery
beyond 2021 of Schaeffler's credit metrics and a resumption of
dividend from Continental. It also reflects Schaeffler's stable
business profile and healthy financial flexibility for Schaeffler
and IHO-V.

KEY RATING DRIVERS

Greater Deterioration of Consolidated Leverage: Fitch projects the
consolidated group's FFO net leverage to reach 5.7x in 2021 and to
only reach 3.5x at end-2023, from 3.4x at end-2019. Fitch's
previous rating case assumed a gradual improvement from a high
point of 5.4x in 2020 with net leverage of 3.5x at end-2022. Fitch
has materially revised down the expected dividend from Continental,
following the proposal of its executive board to suspend the
dividend for 2020. Fitch forecasts Schaeffler's FFO net leverage
will not reach its end-2019 level of 1.7x before end-2023 at the
earliest, although not exceeding 2.5x in the medium term.

Pressure on Schaeffler's SCP: Schaeffler's 'bbb-' SCP remains at
risk from sustained weak profitability metrics. Fitch expects the
EBIT margin to rebound to about 6.5% in 2021 from 1.0% in 2020
before trending towards 8.5% by 2023. Fitch projects a negative
free cash flow (FCF) margin in 2021, down from 2.5% in 2020 before
a recovery to more than 1.0% from 2023.

In 2021 and 2022, an improved operating margin will be offset by
cash out for restructuring, and the normalisation of the net
working capital position and capex. A weaker rebound of end-markets
or one that takes longer than expected, higher than expected
investment requirements to protect market position, and weak gross
profit margin enhancement in the E-mobility business division could
hinder the required profitability improvement.

Strong Business Profile: Schaeffler's SCP is underpinned by a
business profile that Fitch views as commensurate with the 'BBB'
category. The company benefits from its large scale in the markets
covered, its positioning on high value-added parts, a top-ranking
position in high quality and reliability-driven market segments,
and a solid track record of innovation. Strong customer and
end-market diversification for the auto-supply industry also
supports the SCP.

Electric Vehicle Risk: The risk of loss of earnings from the
growing share of battery electric vehicle with fewer mechanical
components is significant for Schaeffler's automotive operations.
The development of a portfolio of solutions relevant for vehicle
electrification, and its exposure to chassis systems and outside
automotive original equipment somewhat mitigates this risk.
However, insufficient penetration of new solutions and greater
in-house development by auto manufacturers could constrain growth
and profitability potential.

Stricter emission reduction targets in Europe, product cycles
shortening and further rationalisation of models and engines could
also accelerate the decline in sales for mature product lines.

Higher Spending on Acquisition: Fitch believes Schaeffler will have
a more active role in a growing number of M&A transactions across
the auto supplier sector. Fitch expects the company will favour
small-to-mid sized firms providing new and complementary
technologies. Fitch also believes that management could consider a
large debt-funded acquisition. Any major acquisition or numerous
bolt-on acquisitions would constitute event risk and Fitch would
assess them on a case-by-case basis, reflecting the impact on the
company's business risk profile and credit metrics.

Marketable Assets Support Ratings: IHO-V's 36% equity stake in
Continental (valued at about EUR8.2 billion at 12 March 2021) is a
significant asset. The value of this minority stake is not
explicitly reflected in Fitch's credit metrics, only the dividends
received. However, Fitch expects that a partial stake in this
listed company could be sold fairly swiftly, which could allow
IHO-V to repay a portion of its gross debt. This potential source
of liquidity somewhat mitigates weak leverage metrics for the
consolidated group.

Parent-Subsidiary Linkage Established: Schaeffler's 'BB+' rating
incorporates a one-notch uplift from the consolidated group (IHO-V)
rating of 'BB', due to Schaeffler's higher underlying SCP of 'bbb-'
and the weak to moderate linkage between Schaeffler and IHO-V.
Limited documentary constraints on upstreaming of dividends do not
ring-fence Schaeffler from additional leverage at IHO-V. Fitch
expects dividend payments to remain predictable, and to support
modest deleveraging at Schaeffler.

No Notching Uplift from IHO's IDR: Fitch has not notched IHO-V's
senior secured debt rating above the company's IDR. The debt is
secured by a pledge on common shares and not by a pledge on readily
saleable hard assets or intangible assets. Fitch acknowledges that
the current value of pledged shares exceeds the first-lien debt
amount. However, the pledge is partly made of common shares of
Schaeffler, the sole controlled assets of IHO-V, which is the main
driver of IHO-V's IDR.

Financial stress at the level of the holding (IHO-V) is likely to
be linked to financial stress at the level of Schaeffler, therefore
to a lower value of the pledged shares. IHO-V's indebtedness is
also structurally subordinated to Schaeffler Group's indebtedness,
potentially impairing recovery prospects of IHO-V's creditors.

ESG Influence: IHO-V and Schaeffler have an ESG Relevance Score of
'4' for Governance Structure. IHO-V's score reflects that the
concentration of ownership among two private shareholders has not
yet allowed for the public release of a financial policy at IHO-V.
It also heightens the risk of complex group structure legal
reorganisation and large intragroup transactions, although
transparency is adequate. Schaeffler's score is driven by the
concentrated ownership of Schaeffler and the fact that minority
shareholders have no voting rights, although this is somewhat
offset by the majority of the Supervisory Board members being
independent.

DERIVATION SUMMARY

Schaeffler's business profile compares adequately with auto
suppliers in the 'BBB' rating category. Schaeffler benefits from
stronger business and customer diversification than peers in
Fitch's portfolio of publicly rated auto suppliers, outranked only
by Robert Bosch GmbH (F1+) and Continental. Like other large and
global suppliers, including Continental and Aptiv PLC (BBB/Stable),
Schaeffler has a broad and diversified exposure to large
international OEMs. However, the share of its aftermarket business
is smaller than tyre manufacturers such as Compagnie Generale des
Etablissements Michelin's (A-/Stable), but greater than Faurecia
S.E. (BB+/Negative).

Schaeffler also has stronger operating margins than a typical
auto-supplier that does not benefit from exposure to the tyre
businesses. However, Schaeffler's FCF and financial structure are
typically weaker than peers in the 'BBB' rating category. Fitch
used its "Parent and Subsidiary Linkage" criteria to derive
Schaeffler's ratings. No Country Ceiling or operating environment
aspects affect the rating.

KEY ASSUMPTIONS

-- High single-digit growth in global vehicles production in 2021
    and low-single-digit growth over the medium term.

-- Organic revenue growth of the Automotive Technologies division
    above global vehicle production growth. Organic revenue growth
    of the Industrial division below global GDP growth and organic
    revenue growth of the Aftermarket division above global GDP
    growth.

-- No dividends paid to IHO-V by Continental in 2021 and dividend
    received of less than EUR0.2 billion up to 2023.

-- Lower dividends paid by Schaeffler over 2021-2023 compared
    with 2020.

-- No dividend paid to IHO Beteiligungs GmbH (IHO-B) in 2020 and
    2021, thereafter around 35% of total dividend received by IHO
    V up streamed to IHO-B.

-- Aggregate working capital outflows of EUR0.4 billion during
    2021-2024.

-- Average capital expenditure intensity of around 6.2% of sales
    during 2021-2024.

-- Average yearly spending on acquisitions of around EUR0.2
    billion.

RATING SENSITIVITIES

IHO-V

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

-- FFO net leverage below 3.5x (2019: 3.4x, 2020E: 4.3x, 2021E:
    5.7x).

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

-- FFO net leverage above 4.5x.

-- Weakening of formal linkage ties between Schaeffler and IHO-V
    without adequate deleveraging.

-- A reduction in IHO-V's stake in Continental AG without
    adequate deleveraging.

Schaeffler AG

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

-- Positive rating action on IHO-V combined with an EBIT margin
    above 7.5%, FCF margin of more than 1.0% and FFO net leverage
    below 2.5x.

-- Weakening of formal linkage ties between Schaeffler and IHO-V
    combined with EBIT margin above 7.5%, FCF margin of more than
    1% and FFO net leverage below 2.5x.

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

-- Negative rating action on IHO-V.

-- EBIT margin below 6% (2020: 1%, 2021E: 6.4%, 2022E: 7.1%).

-- FCF at best neutral (2020: 2.5%, 2021E: -0.6%, 2022E: 0.6%).

-- FFO net leverage above 3x (2020: 2.1x, 2021: 2.5x, 2022:
    2.3x).

-- Strengthening of formal linkage ties between Schaeffler and
    IHO-V.

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

Healthy Liquidity: Schaeffler's liquidity is supported by readily
available cash of EUR1,443 million at end-December 2020 including
Fitch's adjustment of EUR315 million. The company has EUR2 billion
of committed and undrawn revolving credit facilities (RCF). These
more than cover Fitch's expectation of negative FCF generation in
2021. The maturity profile is not an immediate risk with maturities
limited to about EUR50 million in 2021, excluding outstanding
factoring.

IHO-V's liquidity is also healthy, benefiting from the absence of a
material maturity before May 2024 and access to a an undrawn EUR400
million committed RCF available until May 2024. Available liquidity
substantially covers the absence of dividend received from
Continental over 2021. Fitch expects sound interest cover from
expected dividend flow thereafter.

The financing and the treasury of IHO-V and Schaeffler are strictly
separated.

Secured Debt Structure for IHO-V: The debt structure remains
secured. It mainly consists of three euro-denominated notes and
three dollar-denominated notes for a total outstanding amount of
around EUR3.3 billion equivalent. The nearest maturity of the notes
is May 2025. IHO-V also raised fund through a term loan of EUR400
million maturing in May 2024.

Unsecured Debt Structure for Schaeffler: Schaeffler's debt profile
is diversified and consists mainly of five euro-denominated notes
for a total outstanding amount of EUR3.5 billion. All the notes
have been issued under Schaeffler's EUR5.0 billion EMTN programme.
The notes' maturities remain well spread starting from March 2022
and going to October 2028. Schaeffler also raised debt through four
unsecured Schuldschein loans for a total outstanding amount of
EUR557 million as at end-December 2020.

The group has access to diversified sources of short-term
liquidity. The group can draw on an unsecured syndicated RCF for a
total EUR1.8 billion available until September 2023 and not used at
end-2020. The group has also EUR200 million of aggregate
availability under several bilateral RCF with the same maturities
as the syndicated RCF. Furthermore, Schaeffler can raise short-term
debt under a multi-currency commercial paper programme of EUR1
billion, used for EUR30 million at end-December 2020. The group can
also use account receivables factoring to fund its working-capital
needs.

ESG CONSIDERATIONS

IHO-V has an ESG Relevance Score of '4' for Governance Structure,
reflecting the limited number of independent directors as a
constraining factor for board independence and effectiveness. This
has a negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

Schaeffler AG has an ESG Relevance Score of '4' for Governance
Structure, reflecting concentrated ownership and the lack of voting
rights for minority shareholders. This has a negative impact on the
credit profile, and is relevant to the rating in conjunction with
other factors.

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

TAURUS 2021-3: S&P Assigns Prelim B (sf) Rating on Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Taurus
2021-3 DEU DAC's class A, B, C, D, E, and F notes. S&P's
preliminary ratings on the notes reflect our evaluation of the
underlying real estate collateral.

The transaction is backed by two cross-collateralized loans, which
are secured by the Squaire, a multifunctional building comprised
primarily of office space, two hotels, and the Squaire parking. The
total market value is EUR832.6 million as of September 2020. The
current loan-to-value (LTV) ratio is 65.8%.

The five-year loans are interest-only and include cash trap and
default covenants.

The loan proceeds will be used to refinance the borrowers' existing
indebtedness. Furthermore, payments due under the loan facility
agreement primarily fund the issuer's interest and principal
payments due under the notes and the issuer loan.

As part of EU and U.S. risk retention requirements, the issuer and
the issuer lender (Bank of America Europe DAC) will enter into a
EUR24.9 million (representing 5% of the securitized note balance)
issuer loan agreement, which ranks pari passu to each class of
notes.

The proceeds from the note issuance along with the issuer loan will
be used by the issuer at closing to acquire a 91% interest in the
loans. The remaining 9% interest in the loans will be held outside
the securitization.

S&P said, "Our preliminary ratings address Taurus 2021-3 DEU DAC's
ability to meet timely interest payments and of principal repayment
no later than the legal final maturity in December 2030. Our
preliminary ratings on the notes reflect our assessment of the
underlying loan's credit, cash flow, and legal characteristics, and
an analysis of the transaction's counterparty and operational
risks."

Preliminary Ratings

  Class   Prelim. rating   Prelim. amount (mil. EUR)
   A        AAA (sf)         206.0
   B        AA- (sf)          77.0
   C        A- (sf)           57.0
   D        BBB- (sf)         51.0
   E        BB- (sf)          54.0
   F        B (sf)            28.0


WIRECARD AG: German Government Mulled Bailout Prior to Collapse
---------------------------------------------------------------
John O'Donnell and Tom Sims at Reuters report that the German
government examined the possibility of bailing out Wirecard just
three days before it collapsed, according to documents seen by
Reuters showing that officials were blindsided by the country's
biggest post-war fraud scandal.

The payment company filed for insolvency on June 25 last year,
owing creditors almost US$4 billion, after disclosing a EUR1.9
billion (US$2.3 billion) hole in its accounts that its auditor EY
said was the result of a sophisticated global fraud, Reuters
relates.

The documents provide previously unreported details of the
ministry's exploration of using pandemic rescue funds to bail out
Wirecard shortly before its implosion last summer, and demonstrate
that officials misjudged the scandal, Reuters discloses.

On June 22, just hours after the company revealed the EUR1.9
billion in its accounts probably "do not exist", Joerg Kukies, a
deputy finance minister, sent a nine-page memo to Finance Minister
Olaf Scholz which played down concerns that the company was in
imminent peril and outlined a plan to rescue it with funds from
state bank KfW, Reuters relays.

"A bank run could put Wirecard in liquidity difficulties,"
officials wrote.  "It is not currently expected that Wirecard's
creditors . . . will feed it to the wolves."

The documents also provide previously unreported details about how
Wirecard representatives and German officials had worked closely to
promote the company's overseas expansion, Reuters states.

The implosion of a company once worth US$28 billion, and seen as a
national success story, led to German lawmakers accusing the
government and regulators of failing to heed investors who had
since 2016 alleged accounting regularities at the firm, according
to Reuters.

Lawmakers from the inquiry will question Mr. Scholz and Chancellor
Angela Merkel about the government's handling of the scandal next
month, Reuters discloses.




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

PUBLIC POWER: Fitch Gives EUR650MM Sr. Unsec. Bond Final BB- Rating
-------------------------------------------------------------------
Fitch Ratings has assigned Public Power Corporation S.A.'s (PPC;
BB-/Stable) EUR650 million sustainability-linked senior unsecured
(SU) bond a final rating of 'BB-'/'RR4'. PPC's Standalone Credit
Profile (SCP) is 'b+'.

The IDR and SU rating reflect the more volatile and less
transparent regulatory and operating environments in Greece, with a
history of political intervention, as well as PPC's high leverage
and consistently negative free cash flow (FCF) throughout the
investment cycle. They also reflect a dominant integrated position
in the domestic market and improved long-term sustainability
following PPC's strategic repositioning, coupled with constructive
energy reforms in Greece since 2019. PPC's IDR incorporates a
one-notch uplift, reflecting overall moderate links with the Greek
state (BB/Stable).

KEY RATING DRIVERS

Asset Sale Could Increase Subordination: Fitch believes the
potential sale of a 49% stake in Hellenic Distribution Network
Operation S.A. (HEDNO), PPC's distribution arm, if executed
together with assets and associated debt being moved to opco from
holdco, could increase structural subordination within the group.
The sale could see certain loans moved to the level where the
assets are located and the ratio for prior ranking debt (secured
plus operating company debt)/consolidated EBITDA increase above
Fitch's threshold for subordination of 2.0x-2.5x, from 0.7x in
September 2020. This could trigger a downgrade of the notes' SU
rating.

Uncertainty Around Asset Sale: There is high uncertainty about
HEDNO's valuation and PPC's final decision based on final offers
received; therefore, HEDNO's sale is not part of Fitch's base case
and Fitch does not factor any structural subordination into the
current SU rating. PPC has said that group asset and debt
reorganisation would not happen if the sale does not go ahead.

Strategic Repositioning: Fitch believes PPC's strategic
repositioning has improved the company's long-term sustainability.
The material financial improvement, as seen in 9M20 results (EUR696
million EBITDA versus EUR97 million in 9M19), stems from PPC's
shift to a competitive tariff structure that better reflects the
cost of energy, including rising CO2 costs. New tariffs were
implemented in September 2019.

High Forecast Leverage: Fitch forecasts PPC's funds from operations
(FFO) net leverage at 5.4x on average for 2020-2023,
notwithstanding Fitch's expectations of stabilised EBITDA at about
EUR900 million. This is mostly due to high capex (allocated into
renewables, grids modernisation and the construction of the lignite
plant Ptolomaida V) and working capital outflows. Fitch forecasts
FCF to be consistently negative over the same period, at about
EUR350 million on average.

PPC has expressed its commitment to prioritise deleveraging over
additional growth and dividend distributions, including a target of
a maximum 3.5x net debt/EBITDA (as defined by the company) by 2023.
This is consistent with Fitch's guidelines for the 'b+' SCP.

Emerging Renewables Account Deficit: In November 2020, the
country's Renewables Special Account recorded a deficit of EUR430
million, mainly as a result of the impact of Covid-19 on power
prices and demand. In December 2020, the Greek government imposed
measures to fund the emerging deficit;, which were borne by all
electricity suppliers (i.e. an EUR2/MWh fee based on electricity
sold in 2020), renewables generators and the state budget (CO2
emission allowances). For PPC, this resulted in a one-off payment
of about EUR70 million, which Fitch expects to be reflected in 2020
EBITDA.

Our assumptions of recovery from the pandemic and gradually
expiring subsidies for existing renewables, coupled with less
onerous mechanisms (such as power purchase agreements) for new
renewables capacity help to lower the risks of mounting deficits.

Target Model Complex Implementation: The initial months following
the implementation of the new Target Model in Greece in November
2020 resulted in high wholesale prices and political intervention
to contain them. PPC's integrated business profile has allowed the
company to partially offset lower supply revenue, due to
contractual limitations to pass-through the higher prices entirely
to customers, with higher balancing market revenue from its
generation units. Fitch expects consolidation of the new model to
take some time and this situation to continue well into 2021.

Good Progress in Collections: The inability to cash in customers'
bills has been a key issue for PPC's liquidity and business
sustainability and led to a EUR2.8 billion stock of bad debt by
end-2019, with 80% of it older than one year. Fitch estimates the
receivables stock to be at about EUR2.4 billion by end-2021.
Further improvement is likely, given the greater management focus
on this area. However, it remains a key liquidity risk, as
collections are exposed to the economic conditions in Greece.

State Links Warrants Uplift: Fitch assigns a one-notch uplift to
PPC's SCP, reflecting the company's links with Greece under Fitch's
Government-Related Entities Rating Criteria. Key to this assessment
are the government's indirect 51% stake and effective control of
PPC's board of directors, state guarantees for about 46% of PPC's
total debt by September 2020, PPC's role as the incumbent
electricity utility company and a large employer in the country and
the sizeable exposure of domestic banks.

DERIVATION SUMMARY

PPC is the incumbent electricity utility in Greece, with the
closest domestic rated peer Mytilineos S.A. (MYTIL; BB/Negative),
although the latter lags PPC in market share and scale. MYTIL is a
diversified group operating in the more volatile and cyclical
metallurgy (aluminium) and engineering procurement and construction
sectors and in the power sector, with energy contributing about 21%
of EBITDA by end-2019. MYTIL benefits from a higher renewable
capacity in its business mix, more profitable gas-fired plants and
no exposure to loss-making lignite.

The two-notch rating difference on a standalone basis for PPC, is
explained by Fitch's substantially lower forecast for MYTIL's net
leverage, which Fitch expects to trend to 2.0x by 2023, versus
PPC's of about 5.5x. The single-notch uplift for government links
for PPC narrows the final difference between the two IDRs to one
notch.

In neighbouring countries, PPC's closest peer is Bulgarian Energy
Holding EAD (BEH; BB/Positive) with a 'b+' SCP and marginally lower
FFO net leverage averaging 4.8x for 2021-2023. However, Fitch sees
a slightly better business risk profile and higher debt capacity
for PPC due to its larger scale, and the more regulated and
contracted nature of its cash flow, which is partially mitigated by
a healthier operating environment in Bulgaria and still profitable
mining and coal-fired generation for BEH. BEH's sovereign support
score under Fitch's Government-Related Entities Rating Criteria is
the same as PPC, but allows for a higher uplift of two notches
compared with PPC, due to the higher sovereign rating of Bulgaria
(BBB/Positive) than Greece.

PPC's integrated business structure and strategic position in the
domestic market make the company comparable with some
investment-grade central European peers, such as CEZ, a.s.
(A-/Stable) and ENEA S.A. (BBB/Stable). The peers share issues
related to coal mining and coal-fired generation, but these sectors
are profitable for the peers and loss-making for PPC. In addition,
PPC operates in a more volatile and less transparent regulatory
environment than CEZ or ENEA and its results are less predictable,
with a history of political intervention. The overall better
business risk profile, healthier operating environment and lower
leverage explain the multi-notch difference with the central
European peers. PPC's rating includes a single-notch uplift to
reflect links with the sovereign, whereas this is not the case for
CEZ or ENEA.

KEY ASSUMPTIONS

Electricity Generation:

-- System marginal price in Greece at EUR49-51/MWh in 2021-2023
    (EUR46/MWh in 2020E);

-- CO2 prices rising to EUR31/tonne by 2023;

-- Phase-out of lignite-red power plants and mines, as announced
    by PPC; commissioning of the new 0.66GW Ptolemaida V in 2022;

-- Decommissioning cash-cost of EUR40 million a year for an
    extended period of 10 years;

-- Gradual ramp-up of renewables (about 80% solar; 20% wind) to
    1.5GW by end-2023;

-- Higher load factors for gas-red plants, due to lignite plants
    closures and efficiency mostly achieved through gas-sourcing
    optimisation;

-- Hydro load factors at about 23% on average for 2021-2023;

-- Oil-fired output in non-interconnected systems sold to the
    regulated market at an average price of EUR180/MWh in 2021
    2023; and

-- Generation EBITDA to contribute positively only from 2022.

Electricity Distribution:

-- Regulatory asset base increasing to EUR3.3 billion in 2023,
    from EUR3.0 billion in 2020;

-- Weighted average cost of capital of 6.7% for 2021-2024. No
    incentives are assumed; and

-- EBITDA stable at about 47% of total EBITDA by 2023.

Supply:

-- Supply market share (interconnected system) declining to 50%
    of domestic market by end-2023. from 66% in June 2020, and
    retention of 'high-value' customers; and

-- EUR2.2 billion of doubtful receivables by 2023, down from
    EUR2.8 billion (including settlements) at year-end 2019.

Other:

-- Total capex (net of customer contributions and grants) of
    about EUR2.6 billion for 2021- 2023, of which about EUR1.0
    billion is in 2023;

-- Total working capital outflow of EUR0.4 billion in 2021-2023
    (EUR0.8 billion outflow in 2020), mostly related to decreasing
    payables; and

-- No dividends distributed over the period to 2023.

RATING SENSITIVITIES

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

-- Further tangible government support, such as a material
    increase in the share of state-guaranteed debt, and generally
    stronger links with the state could lead us to align PPC's
    rating with that of Greece.

-- An upward revision of the SCP would derive from FFO net
    leverage falling below 5.0x on a sustained basis, neutral to
    positive FCF and FFO interest coverage higher than 3.5x, lower
    regulatory and political risk or higher earnings
    predictability. However, this would result in an upgrade of
    the IDR only if coupled with an upgrade of Greece.

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

-- Weaker links with Greece, including the loss of the state's
    majority ownership or a material reduction of the share of
    state-guaranteed debt.

-- Weaker SCP, for example, due to FFO net leverage exceeding
    6.0x on a sustained basis or FFO interest coverage lower than
    2.5x.

-- Worsened operating environment in Greece coupled with the
    escalation of regulatory, social or political risk, such as
    the reversal or failed implementation of main energy reforms
    initiated in 2019, or failure to improve trade receivables
    collections.

-- Material delays to the decommissioning of mines and lignite
    fired plants and to the ramp-up of renewables as communicated
    by the company.

-- Weaker liquidity position not covering at least 12 months of
    debt maturities.

-- The sale of a minority stake of HEDNO, together with the push
    of related debt down to the operating company, could lead to a
    one-notch downgrade of the SU debt instrument rating at the
    holding company level, if prior-ranking debt goes above 2.0x
    2.5x consolidated EBITDA.

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

Adequate Liquidity: At end-September 2020, liquidity sources
included readily available cash of EUR642 million (which excluded
EUR55.7 million of restricted cash mostly related to debt service),
and EUR148 million in revolver availability maturing beyond one
year, while an additional EUR0.3 billion capex facility and EUR0.2
billion securitisation were secured in 4Q20. This is sufficient to
cover debt maturities of EUR0.5 billion and negative FCF of about
EUR0.4 billion until September 2021.

PPC expects to enhance its liquidity position through retained cash
post bond issuance, higher access to revolving credit facilities,
given the reduced exposure to Greek banks (EUR450 million prepaid
out of the bond proceeds), as well as the expected funding of the
non-performing securitisation of EUR325 million in March/April
2021.

Exposure to Greek Financial System: About 40% of PPC's bank debt
comes from Greek financial institutions and most of the cash at
hand (excluding time deposits) at end-September 2020 was located
within various Greek banks, which have Fitch ratings that range
from 'B-' to 'CCC'. The remaining debt is held at supranational
financial institutions, such as the European Investment Bank (EIB;
AAA/Stable) and the Black Sea Trade and Development Bank, which
have required state guarantees.

The overall EUR2.6 billion capex (net of customer contributions and
grants) for 2021-2023 plan is financeable, in Fitch's view, as it
relates to debt granted by EIB for distribution grids and widely
available asset-backed project funding for renewables, as well as
finalising the construction of Ptolemaida V.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch adds trade receivables revolving securitisations (EUR525
million expected in 2020-2023) to Fitch's definition of financial
debt.

ESG CONSIDERATIONS

PPC has an ESG Relevance Score of '4' for both GHG Emissions & Air
Quality and Energy Management. This is due to its over 26% share of
lignite coal in its electricity generation mix, which is
carbon-intensive and under political pressure in the EU. Fitch
projects falling lignite fuel usage and CO2 emissions over the next
three years due to PPC's ambitious decommissioning plan, but for
existing lignite-fired plants to remain loss-making through to
2023. Fitch expects the lignite plants to be completely
decommissioned by 2028. These factors have a negative impact on the
credit profile, and are relevant to the ratings 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'. This means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or to the way in which they
are being managed by the entity.



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

CARLYLE GLOBAL 2016-2: S&P Assigns B-(sf) Rating to Cl. E-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Carlyle Global Market
Strategies Euro CLO 2016-2 DAC's class X-R, A-1-R, A-2A-R, A-2B-R,
B-R, C-R, D-R and E-R notes. The issuer also issued EUR59.25
million (including EUR14.75 million in additional unrated
subordinated notes) of unrated subordinated notes.

The transaction is a reset of the existing Carlyle Global Market
Strategies Euro CLO 2016-2, which closed in December 2016. The
issuance proceeds of the refinancing notes have been used to redeem
the refinanced notes (class A-1-R, A-2, B-R, C-R, D-R, and E notes
of the original Carlyle Global Market Strategies Euro CLO
2016-2transaction), and pay fees and expenses incurred in
connection with the reset.

The reinvestment period, originally scheduled to last until January
2021, has been extended to April 2025. The covenanted maximum
weighted-average life is 8.5 years from closing.

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

The portfolio is 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 collateralized debt obligations.

  Portfolio Benchmarks
  
  S&P performing weighted-average rating factor   3041.14
  Default rate dispersion                          609.19
  Weighted-average life (years)                      4.63
  Obligor diversity measure                        124.24
  Industry diversity measure                        21.11
  Regional diversity measure                          1.7
  Weighted-average rating                               B
  'CCC' category rated assets (%)                    6.96
  'AAA' weighted-average recovery rate              36.87
  Floating-rate assets (%)                          94.63
  Weighted-average spread (net of floors; %)         3.93

S&P said, "In our cash flow analysis, we modelled a target par
collateral size of EUR400.00 million, a weighted-average spread
covenant of 3.85%, the reference weighted-average coupon covenant
of 4.50%, and the minimum weighted-average recovery rates as
indicated by the collateral manager. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"Our credit and cash flow analysis show that the class A-2A-R,
A-2B-R, B-R, C-R, D-R 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 is still in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our ratings on the notes. The class X-R, A-R, and E-R
notes could withstand stresses commensurate with the currently
assigned rating. In our view the portfolio is granular in nature,
and well-diversified across obligors, industries, and assets."

Elavon Financial Services DAC is the bank account provider and
custodian. The documented downgrade remedies are in line with our
current counterparty criteria.

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

"The issuer is bankruptcy remote, in accordance with our legal
criteria.

"The CLO is managed by CELF Advisors LLP. We currently have 10
European CLOs from the manager under surveillance. 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 ratings are
commensurate with the available credit enhancement for each class
of notes.

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

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

  Ratings List

  Class    Rating   Amount    Interest rate*    Subordination (%)
                  (mil. EUR)
  X-R     AAA (sf)    3.00 3-month EURIBOR plus 0.30%     N/A
  A-1-R   AAA (sf)  248.00 3-month EURIBOR plus 0.83%   38.00
  A-2A-R  AA (sf)    25.50 3-month EURIBOR plus 1.30%   28.00
  A-2B-R  AA (sf)    14.50 1.65%                        28.00
  B-R     A (sf)     28.00 3-month EURIBOR plus 2.40%   21.00
  C-R     BBB (sf)   24.00 3-month EURIBOR plus 3.60%   15.00
  D-R     BB- (sf)   20.00 3-month EURIBOR plus 6.14%   10.00
  E-R     B- (sf)    12.00 3-month EURIBOR plus 7.96%    7.00
  Sub     NR         59.25          N/A                      N/A

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

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


CONTEGO CLO VI: Moody's Assigns (P)B3 (sf) Rating to Class F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the refinancing notes to be issued
by Contego CLO VI Designated Activity Company (the "Issuer"):

EUR248,500,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR15,000,000 Class B-1 Senior Secured Fixed Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR26,500,000 Class B-2 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR26,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

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

EUR21,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer will issue the refinancing Notes in connection with the
refinancing of the following classes of Notes: Class A-1 Notes,
Class A-2 Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes,
Class D Notes, Class E Notes and Class F Notes due 2032 (the
"Original Notes"), previously issued on 3rd December 2018 (the
"Original Closing Date"). On the refinancing date, the Issuer will
use the proceeds from the issuance of the refinancing notes to
redeem in full the Original Notes.

On the Original Closing Date, the Issuer also issued EUR38,500,000
of Subordinated Notes, which will also be redeemed on the
refinancing date. The Issuer will issue EUR2,300,000 Class M Notes
due 2034 and EUR41,000,000 Subordinated Notes due 2034 on the
refinancing date which will not be rated. The Class M Notes will
receive payments in an amount equivalent to a certain proportion of
the subordinated management fees and payment is pari passu with the
payment of the management fee.

As part of this full refinancing, the Issuer will renew the
reinvestment period at 4.25 years and extends the weighted average
life to 8.5 years. In addition, the Issuer will amend the base
matrix and modifiers that Moody's will take into account for the
assignment of the definitive ratings.

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

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

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

The coronavirus 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 European corporate assets from a gradual and
unbalanced recovery in European 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.

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:

Performing par and principal proceeds balance: EUR397,441,841

Defaulted Par: EUR0 (as of March 2, 2021)

Diversity Score: 54

Weighted Average Rating Factor (WARF): 3080

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 44.9%

Weighted Average Life (WAL): 8.5 years

CVC CORDATUS VII: Fitch Assigns B- Rating to F-R Tranche
--------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund VII DAC's
refinancing notes final ratings and affirmed the existing junior
notes. The Outlooks on the bottom two tranches have been revised to
Stable from Negative.


DEBT                    RATING                PRIOR
----                    ------                -----
CVC Cordatus Loan Fund VII DAC

A-R-R              LT  AAAsf   New Rating     AAA(EXP)sf
B-1-R-R            LT  AAsf    New Rating     AA(EXP)sf
B-2-R-R            LT  AAsf    New Rating     AA(EXP)sf
C-R-R              LT  Asf     New Rating     A(EXP)sf
D-R-R              LT  BBB-sf  New Rating     BBB-(EXP)sf
E-R XS1865598947   LT  BB-sf   Affirmed       BB-sf
F-R XS1865598863   LT  B-sf    Affirmed       B-sf

TRANSACTION SUMMARY

CVC Cordatus Loan Fund VII DAC is a cash flow collateralised loan
obligation (CLO). On the refinancing closing date, the proceeds of
the issuance have been used to redeem the class A-R to D-R notes
and reissued at lower spreads. The portfolio is managed by CVC
Credit Partners Group Limited. The refinanced CLO envisages a
further two-year reinvestment period and a 7.25-year weighted
average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B' range. The Fitch weighted average
rating factor of the current portfolio is 32.2.

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted average recovery rate (WARR)
of the current portfolio is 63.88% calculated by Fitch based on the
latest criteria, and 65.10% calculated by the trustee based on the
documented older criteria.

The recovery rate provision in the transaction documents does not
reflect Fitch's latest rating criteria so that assets without a
recovery estimate or recovery rate by Fitch can map to a higher
recovery rate than the criteria. For this, Fitch has applied a
haircut of 1.5% to the WARR, which is in line with the average
impact on the WARR of EMEA CLOs following the criteria update.

Diversified Asset Portfolio: The transaction has two Fitch test
matrices corresponding to maximum exposure to the top 10 obligors
at 16% and 23% and maximum Fixed assets limited at 10% of the
portfolio. The transaction also includes limits on Fitch-defined
largest industry at a covenanted maximum 15% and the three largest
industries at 39%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.

WAL Extended to 7.25 years: On the refinancing date, the issuer
extended the WAL covenant by 15 months to 7.25 years and the Fitch
matrices have been updated. The transaction features a two-year
reinvestment period. The reinvestment criterion is similar to other
European transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Affirmation of Junior Notes: The affirmation of the junior notes
and revision of the Outlooks to Stable from Negative reflect the
transaction's good performance. The transaction is 63bp below par
with no defaulted assets. All tests are passing except another
agency's WARF test. As per 6 March 2021, exposure to assets with a
Fitch-derived rating of 'CCC+' was 4.69% below the limit of 7.50%.

When analysing the updated matrices with the stress portfolio, the
class E-R and F-R notes showed a maximum shortfall of 0.6% and 3.1%
in the hurdle rates, respectively. The current ratings are
supported by their credit enhancement, as well as the significant
default cushion on the identified portfolio due to the notable
cushion between the covenants of the transaction and the
portfolio's parameters. The notes pass the current ratings with a
significant cushion based on the current portfolio and the
coronavirus sensitivity analysis that is used for surveillance.

RATING SENSITIVITIES

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% of the mean RDR and an increase in the recovery rate (RRR)
    by 25% at all rating levels would result in an upgrade of up
    to five notches depending on the notes, except for the class
    A-RR notes, which are already at the highest 'AAAsf' rating.

-- At closing, Fitch uses a standardised stress portfolio
    (Fitch's stressed portfolio) that was customised to the
    portfolio limits as specified in the transaction documents.
    Even if the actual portfolio shows lower defaults and smaller
    losses at all rating levels than Fitch's stressed portfolio
    assumed at closing, an upgrade of the notes during the
    reinvestment period is unlikely, as the portfolio credit
    quality may still deteriorate, not only by natural credit
    migration, but also through reinvestments.

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

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

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

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

-- Coronavirus Potential Severe Downside Stress Scenario Fitch
    has added a sensitivity analysis that contemplates a more
    severe and prolonged economic stress caused by a re-emergence
    of infections in the major economies.

The potential severe downside stress incorporates the following
stresses:

-- Applying a notch downgrade to all the corporate exposure on
    Negative Outlook. This scenario shows resilience at the
    current ratings for all refinancing notes.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

CVC Cordatus Loan Fund VII DAC

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

HAYFIN EMERALD VI: Moody's Gives (P)B3(sf) Rating on Class F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Hayfin
Emerald CLO VI DAC (the "Issuer"):

EUR242,000,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR31,200,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR23,600,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR31,200,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR21,600,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR8,400,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of unsecured senior obligations,
second lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 80% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
four to six weeks following the closing date, in compliance with
the portfolio guidelines.

Hayfin Emerald Management LLP will manage the CLO. It will direct
the selection, acquisition and disposition of collateral on behalf
of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 4.25 years
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.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR35,800,000 Subordinated Notes due 2034 which
are not rated. 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 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 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.

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR400m

Diversity Score: 46

Weighted Average Rating Factor (WARF): 3100

Weighted Average Spread (WAS): 3.65%

Weighted Average Recovery Rate (WARR): 43.10%

Weighted Average Life (WAL): 8.5 years

MAN GLG CLO V: Fitch Assigns Final B- Rating to Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned Man GLG CLO V DAC refinancing notes
final ratings and affirmed the remaining notes.

      DEBT                    RATING                PRIOR
      ----                    ------                -----
Man GLG Euro CLO V

A-1 XS1881727843      LT  PIFsf  Paid In Full       AAAsf
A-1-R                 LT  AAAsf  New Rating         AAA(EXP)sf
A-2 XS1881728064      LT  PIFsf  Paid In Full       AAAsf
A-2-R                 LT  AAAsf  New Rating         AAA(EXP)sf
B-1 XS1881728221      LT  AAsf   Affirmed           AAsf
B-2 XS1881728650      LT  PIFsf  Paid In Full       AAsf
B-2-R                 LT  AAsf   New Rating         AA(EXP)sf
B-3 XS1885673399      LT  AAsf   Affirmed           AAsf
C-1 XS1881728908      LT  Asf    Affirmed           Asf
C-2 XS1885673639      LT  PIFsf  Paid In Full       Asf
C-2-R                 LT  Asf    New Rating         A(EXP)sf
C-3 XS1885673985      LT  Asf    Affirmed           Asf
D-1 XS1881729203      LT  BBBsf  Affirmed           BBBsf
D-2 XS1885674108      LT  PIFsf  Paid In Full       BBBsf
D-2-R                 LT  BBBsf  New Rating         BBB(EXP)sf
E XS1881732256        LT  BB-sf  Affirmed           BB-sf
F XS1881732330        LT  B-sf   Affirmed           B-sf

TRANSACTION SUMMARY

This transaction is a cash flow collateralised loan obligation
(CLO) actively managed by the manager, GLG Partners LP. The
reinvestment period is scheduled to end in December 2022. At
closing of the refinancing, classes A-1-R; A-2-R; B-2-R; C-2-R;
D-2-R notes have been issued with lower spreads and the proceeds
used to redeem class A-1; A-2; B-2; C-2 and D-2 notes in full. The
remaining notes have not been refinanced.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor (WARF) of the current
portfolio is 35.2.

Recovery Inconsistent with Criteria (Negative): Over 99% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the portfolio is 63.0% based on
Fitch's current criteria and 64.9% based on the recovery rate
provision in the transaction documents.

The recovery rate provision does not reflect the latest rating
criteria so that assets without a recovery estimate or recovery
rate by Fitch can map to a higher recovery rate than the criteria.
For this, Fitch has applied a haircut of 1.5% to the WARR, which is
in line with the average impact on the WARR of EMEA CLOs following
the criteria update.

Diversified Portfolio (Positive): The transaction has one matrix
with the 10 largest obligors limit at 20% and the maximum fixed
rate limit at 10%. The portfolio is diversified with 176 issuers
versus 110 issuers modelled in the transaction's stressed
portfolio. The transaction also includes various concentration
limits, including the maximum exposure to the three largest
(Fitch-defined) industries in the portfolio at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Neutral): The transaction has a 1.75-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
the transaction's stressed portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.

WAL Extended (Neutral): The weighted average life (WAL) covenant
has been extended by 12 months to 7.2 years. The matrix is updated
based on a default rate shortfall of -0.76% and -2.71% at the 'BB-'
and 'B-' ratings for class E and F notes. The class E and F notes'
ratings are supported by the comfortable default cushion based on
both the current portfolio and the coronavirus baseline scenario,
which are used for Fitch's surveillance.

RATING SENSITIVITIES

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modelling process uses the modification
of these variables to reflect asset performance in up- and down
environments. The results below should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.

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

-- A 25% default multiplier applied to the portfolio's mean
    default rate, and with this subtracted from all rating default
    levels, and a 25% increase of the recovery rate at all rating
    recovery levels, would lead to an upgrade of up to five
    notches for the rated notes, except for the class A notes,
    which are at the highest level on Fitch's scale and cannot be
    upgraded further.

-- The transaction has a reinvestment period and the portfolio
    will be actively managed. At closing, Fitch uses a
    standardised stress portfolio (Fitch's Stress Portfolio) that
    is customised to the specific portfolio limits for the
    transaction as specified in the transaction documents. Even if
    the actual portfolio shows lower defaults and losses at all
    rating levels than Fitch's Stress Portfolio assumed at
    closing, an upgrade of the notes during the reinvestment
    period is unlikely, as the portfolio credit quality may still
    deteriorate, not only by natural credit migration, but also
    through reinvestments.

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

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

-- A 125% default multiplier applied to the portfolio's mean
    default rate, and with the increase added to all rating
    default levels, and a 25% decrease of the recovery rate at all
    rating recovery levels, would lead to a downgrade of up to
    five notches for the rated notes.

-- Downgrades may occur if the build-up of the notes' credit
    enhancement following amortisation does not compensate for a
    higher loss expectation than initially assumed due to
    unexpected high levels of default and portfolio deterioration.

Coronavirus Baseline Scenario

Fitch recently updated its CLO coronavirus stress scenario to
assume that half of the corporate exposure on Negative Outlook will
be downgraded by one notch instead of all of them (floor at 'CCC').
In this scenario, all notes' ratings would be unchanged.

Coronavirus Downside Scenario

Fitch recently updated its CLO coronavirus downside scenario to
assume the corporate exposure on Negative Outlook is downgraded by
one notch (floor at 'CCC'). In this scenario, all notes' ratings
would be unchanged.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Man GLG Euro CLO V

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

MAN GLG III: S&P Affirms B- (sf) Rating on EUR 10.40MM Cl. F Notes
------------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Man GLG Euro CLO
III DAC's class A-R and B-2-R notes. At the same time, S&P has
affirmed its ratings on the class B-1, C, D, E, and F notes.

On March 15, 2021, the issuer refinanced the original class A and
B-2 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 12 months.

The ratings assigned to Man GLG Euro CLO III's refinanced notes
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 is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's 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 October 2021.

S&P said, "In our cash flow analysis, we used a EUR343.66 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 B-1-R to D 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-R and E notes can
withstand stresses commensurate with their current rating level.

"We note that the class F 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, 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 at the 'B-' rating
level is 20.54% (for a portfolio with a weighted-average life of
4.25 years) versus 13.19% 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 considers that the available credit
enhancement for the class F notes is commensurate with its current
'B- (sf)' rating.

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

"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 that the transaction's legal structure 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 that our ratings are
commensurate with the available credit enhancement for the class
A-R to F notes.

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

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

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."

Man GLG Euro CLO III is a broadly syndicated CLO managed by GLG
Partners LP.

  Ratings List

  Class  Rating   Amount    Replacement    Original notes    Sub
                 (mil. EUR) notes           interest rate  interest
rate*
                            
  Ratings assigned
  A-R    AAA (sf)  212.00  3-month EURIBOR  3-month EURIBOR 38.31%

                             plus 0.68%    plus 0.91%
  B-2-R  AA (sf)    10.00     1.70%            2.05%        28.62%

  Ratings affirmed

  B-1**  AA (sf)    23.30       N/A        3-month EURIBOR 28.62%
                                             plus 1.50%
  C**    A (sf)     32.00       N/A     3-month EURIBOR 19.31%
                                             plus 2.25%
  D**    BBB (sf)   18.00       N/A         3-month EURIBOR 14.07%
                                             plus 3.30%
  E**   BB (sf)    19.80       N/A         3-month EURIBOR  8.31%
                                             plus 5.35%
  F**   B- (sf)    10.40       N/A         3-month EURIBOR  5.29%
                                             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 available.

TAURUS 2021-3: Moody's Gives (P)B1 Rating to EUR28M Class F Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to the debt issuance of Taurus 2021-3 DEU DAC (the
"Issuer"):

EUR206.0M Class A Commercial Mortgage Backed Floating Rate Notes
due December 2030, Assigned (P)Aaa (sf)

EUR77.0M Class B Commercial Mortgage Backed Floating Rate Notes
due December 2030, Assigned (P)Aa3 (sf)

EUR57.0M Class C Commercial Mortgage Backed Floating Rate Notes
due December 2030, Assigned (P)A3 (sf)

EUR51.0M Class D Commercial Mortgage Backed Floating Rate Notes
due December 2030, Assigned (P)Baa3 (sf)

EUR54.0M Class E Commercial Mortgage Backed Floating Rate Notes
due December 2030, Assigned (P)Ba2 (sf)

EUR28.0M Class F Commercial Mortgage Backed Floating Rate Notes
due December 2030, Assigned (P)B1 (sf)

Taurus 2021-3 DEU DAC is a true sale transaction backed by a
EUR497.89 million pari passu portion of two loans together totaling
EUR547.98 million. Both loans are refinancing loans previously
securitised in the CMBS Taurus 2018-3 DEU DAC. The largest is
secured by a mixed-use office and hotel property connected to
Frankfurt International Airport Terminal 1. The smaller loan is
secured by the corresponding parking complex.

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 the German 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 loans (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 loans.
Moody's total default risk assumption is medium for the combined
loans.

The key strengths of the transaction include: (i) the very good
property quality with strong tenant covenants, (ii) a diversified
income stream where the more stable office component is sufficient
to cover the debt service payments despite shortfalls from the
hotel and parking operations (operating income components), (iii)
the strong cash trap and sweep covenants, and (iv) the medium total
default risk.

Challenges in the transaction include: (i) the negative impact of
the coronavirus pandemic on the performance of the operating income
components, (ii) the non-traditional office location, (iii) the
high Moody's leverage of the loan, and (iv) the uncertainty around
the impact of the work from home trend on future office demand.

The combined Moody's LTV for both loans at origination is 81.1%.
Moody's has applied a property grade of 1.5 for the portfolio (on a
scale of 1 to 5, 1 being the best).

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

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

Main factors or circumstances that would lead to a downgrade of the
ratings are generally: (i) a decline in the property values backing
the underlying loans; (ii) an increase in the default probability
of the combined loans; and (iii) changes to the ratings of some
transaction counterparties.

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



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

NORWEGIAN AIR: Hits Chapter 15 Bankruptcy in New York
-----------------------------------------------------
Norwegian Air Shuttle ASA filed for Chapter 15 bankruptcy
protection in New York on Friday,
March 12, 2021.  

Norwegian is one of the largest airline carriers in Europe and
among the ten largest in the world, with a route network connecting
North America, South America, Europe, North Africa, the Middle
East, and Southeast Asia.  It commenced examinership proceedings in
Ireland in November 2020 and reconstruction proceedings in Norway
in December 2020.

On March 11, 2021, the examiner appointed in Norweigian's
examinership proceedings proposed two schemes of arrangement -- one
for Norwegian, and a  related scheme on substantially similar terms
for certain subsidiaries of Norwegian in the Irish Examinership
Proceeding, including Arctic Aviation Assets DAC -- the effect of
which will be to reduce the reorganized Debtors' total debt and to
raise new capital through a combination of a public offering and a
private placement to certain investors and existing creditors.
Shareholders and creditors are scheduled to vote on the Schemes on
March 18, 2021, March 19, 2021, and March 20, 2021.  It is expected
that the Irish Court will approve the Schemes on or about March 26,
2021.

On March 11, 2021, the reconstructor appointed in the
reconstruction proceedings in Norway sent a final Reconstruction
plan to creditors.  The proposed Reconstruction Plan reflects the
terms and substance of the Norwegian Scheme, and the vote will
track the vote solicited on the Norwegian Scheme.
The voting period on the Reconstruction Plan is expected to last
for approximately two weeks, and the Norwegian Court is expected to
sanction the Reconstruction Plan on or about April 15, 2021.

The Foreign Representative submits that recognition and enforcement
of the Foreign Proceedings, the Schemes, the Reconstruction Plan,
and the orders entered by the Irish Court and the Norwegian Court
is necessary to protect  the Debtors' assets in the United States,
and will facilitate the Debtors' overall restructuring and achieve
the objectives of chapter 15

                About Norwegian Air Shuttle ASA

Founded in 1993, Norwegian Air Shuttle ASA is a Norwegian low-cost
airline and Norway's largest airline.  Norwegian was incorporated
on Jan. 22, 1993, and became a publicly listed company on Oslo
Børs (the Oslo Stock Exchange in Norway) in 2003.  Norwegian's
headquarters and primary operations are located in Lysaker,
Norway.

To restructure its business and survive the coronavirus pandemic,
Noweigian Air sought bankruptcy protection from its creditors on
Nov. 18, 2020.  The airline filed for examinership in Ireland,
which is where its aircraft assets are held.  The Irish
Court-appointed Kieran Wallace as examiner.

The Irish examinership proceeding is a court-controlled
reorganization process under Irish law in which a company that has,
or in the foreseeable future will have, serious financial
difficulties may file for reorganization and have an independent
person appointed as an examiner to formulate proposals for a scheme
of arrangement, which is akin to a chapter 11 plan of
reorganization.

As certain creditors continued to pursue claims against Norwegian
after the Irish Examinership Proceeding commenced, Norwegian
considered it necessary to also commence the Reconstruction
Proceeding to obtain certain protections in Norway.  On Dec. 8,
2020, Norwegian entered into the Reconstruction Proceeding before
the Norwegian Court.  The Norwegian Court issued an order
appointing Havard Wiker of the law firm Ro Sommernes as Chairman of
the Debt Restructuring Committee to oversee the operations of
Norwegian and granting certain relief in connection with the
Reconstruction Proceeding.  

On Feb. 26, 2021, the Norwegian Court issued an order appointing
Geir Karlsen as the Foreign Representative of the Reconstruction
Proceeding.  

Norwegian Air, along with affiliate Arctic Aviation Assets DAC,
filed a Chapter 15 bankruptcy petition in New York (Bankr. S.D.N.Y.
Case No. 21-10478) on March 12, 2021, to seek U.S. recognition of
its restructuring proceedings in Ireland.  Weil, Gotshal & Manges
LLP, led by Kelly DiBlasi, is the Company's counsel in the U.S.
case.




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

FOREBANK JSC: Bank of Russia Revokes Banking License
----------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-359, dated March
12, 2021, revoked the banking license of Moscow-based Joint-stock
company ForeBank, or JSC ForeBank (Registration No. 2063;
hereinafter, ForeBank). The credit institution ranked 221st by
assets in the Russian banking system.

The Bank of Russia made this decision in accordance with Clauses 6
and 6.1 of Part 1 of Article 20 of the Federal Law "On Banks and
Banking Activities", based on the facts that ForeBank:

   -- violated federal banking laws and Bank of Russia regulations,
due to which the regulator repeatedly applied measures against it
over the past 12 months, which included restrictions on household
deposit-taking;3

   -- failed to comply with the anti-money laundering and
counter-terrorist financing laws.

The Bank of Russia repeatedly sent orders to the credit institution
to make a proper assessment of risks assumed by it and to recognise
its real financial standing in its financial statements. As the
credit institution fulfilled the supervisory agency's requirements,
this entailed grounds for implementing measures aimed at preventing
its insolvency (bankruptcy), which created a real threat to its
creditors' and depositors' interests.

The Bank of Russia appointed a provisional administration to
ForeBank for the period until the appointment of a receiver or a
liquidator. In accordance with federal laws, the powers of the
credit institution's executive bodies were suspended.

Information for depositors: ForeBank is a participant in the
deposit insurance system; therefore depositors will be compensated
for their deposits in the amount of 100% of the balance of funds,
but no more than a total of RUR1.4 million per depositor (including
interest accrued), except the cases stipulated by Chapter 2.1 of
the Federal Law "On the Insurance of Deposits with Russian Banks".

Deposits are to be repaid by the State Corporation Deposit
Insurance Agency (hereinafter, the Agency). Depositors may obtain
detailed information regarding the repayment procedure 24/7 at the
Agency's hotline (8 800 200-08-05) and on its website
(https://www.asv.org.ru/) in the Deposit Insurance / Insurance
Events section.


KAZANORGSINTEZ PJSC : Fitch Affirms 'B+' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed PJSC Kazanorgsintez's (KOS) Long-Term
Issuer Default Rating (IDR) at 'B+' with a Stable Outlook and
Short-Term IDR at 'B'.

The affirmation and Stable Outlook reflect Fitch's view that KOS
will maintain a conservative financial profile, with funds from
operations (FFO) net leverage comfortably below Fitch's negative
guideline of 3x in 2020-2024 even as the company resumes
expansionary investments. The rating also factors in KOS's exposure
to commodity chemicals, small size relative to larger and more
diversified EMEA peers, single-site operations and limited
feedstock flexibility.

KEY RATING DRIVERS

Financial Profile to Weaken: As of end-2020, KOS did not have any
outstanding debt. However, Fitch expects FFO net leverage to start
gradually increasing in 2021 and be above 2x by 2024 due to a steep
increase in capex starting from 2021 and only moderate growth in
polyethylene (PE) prices.

New Investment Cycle 2020-2024: KOS aims to invest more than RUB65
billion under a new expansionary programme, of which RUB6 billion
had been spent as of end-2020. New projects include construction of
a power generating unit, revamping of the reactor 'B' at the HDPE
plant and expansion of KOS's polycarbonate and ethylene-vinyl
acetate (EVA) capacities. The increase in petrochemical production
will be aligned with Nizhnekamskneftekhim's (NKNH) expansion of
ethylene output post-2023, which will be used as feedstock at KOS.
Both NKNH and KOS are part of the privately-held TAIF group.

Fitch believes these projects will moderately improve KOS's
business profile beyond 2023. From 2022, the programme will allow
KOS to benefit from new government subsidies in the form of a
reverse excise on ethane and liquefied petroleum gas, aimed at
encouraging investments in the petrochemical industry. Fitch
forecasts roughly RUB5 billion of annual tax benefits, supporting
EBITDA margins at 27%, despite the modest growth in PE prices in
the medium term.

Negative FCF: Fitch assumes that KOS will spend around RUB20
billion a year in 2021-2024 on expansion and maintenance, up from
around RUB7 billion in 2020. Fitch also conservatively assumes that
KOS will distribute 70% of the previous year's profits to
shareholders despite the investment cycle. Higher capex and
significant dividends, together with lower PE prices than in
2016-2019, will translate into negative free cash flow (FCF) for
2020-2024.

Medium-Term Pricing Pressure: Lower global economic activity due to
the pandemic, pressure from new petrochemical capacities as well as
lower feedstock prices resulted in depressed PE prices in 2020.
Despite the recovery in 2021, prices will likely remain subdued for
the next years due to increasing global PE production capacity.

KOS's EBITDA fell 30% in 2020, despite the benefit from a weakening
Russian rouble because the company's costs were only partially
flexible and domestic PE premiums declined as Russian-based PAO
SIBUR Holding (BBB-/Stable) ramped up PE production. Fitch expects
KOS's EBITDA to rebound to RUB19 billion in 2021 and to then
improve to above RUB20 billion from 2023, supported by tax
benefits.

Longer-Term Demand Fundamentals: Petrochemical-products growth
normally exceeds that of GDP because of growing per capita plastic
use. In developed markets, per capita usage is stabilising or even
falling for certain plastics, such as PE. However, Fitch believes
global plastic market saturation is a long way off, especially in
emerging markets. The PE market will still grow in the long term,
even if the use of select plastics for certain applications starts
decreasing and production of virgin plastics moderates.

Supplier Concentration: KOS has a 10-year ethane purchase contract
expiring in 2025 with its principal supplier PJSC Gazprom
(BBB/Stable). Gazprom has historically supplied more than 60% of
KOS's ethane feedstock. The contract secures KOS's supply of
ethane, for which the company has no immediately available and
sufficient alternatives, which is negative for the credit profile.
The contract links the ethane purchase price with the PE sale
price, supporting KOS's margins, which is credit positive as PE
prices continue to fall.

DERIVATION SUMMARY

KOS is comparable with its EMEA peers Nitrogenmuvek Zrt
(B-/Positive) and Petkim Petrokimya Holdings A.S. (B/Stable) by way
of single-site operations and modest portfolio diversification.
However, it has larger scale, a higher domestic market share and a
more advantageous cost position. It also has smaller scale and
weaker diversification than PAO SIBUR Holding. KOS's financial
profile remains the strongest among these peers with zero debt at
end-2020, although it will weaken from 2021 due to increased capex,
but remain well below Fitch's negative rating sensitivity.

KEY ASSUMPTIONS

-- Average realised PE prices growing 15% in 2021 yoy and broadly
    flat thereafter;

-- PE sales volumes broadly stable in 2021-2024;

-- Polycarbonate and EVA sales materially increasing by 2024 in
    accordance with the expansionary plan;

-- Raw material prices broadly following changes in the sales
    prices of final products with a lag;

-- Capex of RUB20 billion a year for 2021-2024 driven by new
    growth projects;

-- Dividends averaging RUB7 billion a year in 2021-2024;

-- New debt is raised in 2021-2024 to fund expansionary capex.

RATING SENSITIVITIES

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

-- Substantial improvements in the business profile, with greater
    self-sufficiency, scale and/or product diversification.

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

-- Aggressive capex leading to FFO net leverage above 3x (2019:
    0.5x) on a sustained basis and FFO interest coverage falling
    below 3x.

-- Increasing reliance on FX debt leading to a material FX
    mismatch between debt and earnings.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity to Deteriorate: KOS had no outstanding debt and RUB8
billion of cash and cash equivalents at end-2020. Fitch projects it
to have around RUB11 billion of negative FCF in 2021 assuming no
change in the dividend policy. KOS will have large negative FCF in
2022-2024 due to massive investments in its petrochemical complex.
Fitch expects the company to depend on debt financing to fund this
discretionary capex plan. It raised a EUR147 million 15-year loan
in early 2021 to invest in the 250 megawatt power generating unit.

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.

MEGAFON PJSC: Fitch Affirms 'BB+' LT IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed Russia-based telecoms company PJSC
MegaFon's Long-Term Issuer Default Rating (IDR) at 'BB+' with a
Stable Outlook. A full list of rating actions is at the end of this
commentary.

MegaFon is the second-largest mobile operator in Russia by
subscribers and revenue. The company's operating profile is
potentially consistent with a low investment-grade rating assuming
a sustained reduction in leverage and lower event risks. MegaFon
has successfully defended its mobile market position and achieved
robust free cash generation, which supports its deleveraging
flexibility.

KEY RATING DRIVERS

High Event Risk: Fitch believes MegaFon's credit profile is facing
high event risk from a potentially significant or transformational
transaction that adds uncertainty over the trajectory of the
company's operating profile, leverage and strategy. Fitch views
this current uncertainty as a constraining factor for the rating.

In March 2020, the company sold shares to its controlling
shareholder for RUB121 billion, which is roughly equal to its 2020
EBITDA. However, the shares remain unpaid, which Fitch believes
leaves an option that the receivable from the shareholder (it
matures in March 2023) may be settled through asset contributions
or as part of a larger transformational deal.

New Ambitious Projects: MegaFon has engaged in a number of new
large-scale initiatives that may significantly expand its business
diversification. However, these projects are at the inception phase
and their short- to medium-term impact could lead to higher capex
and/or financial investments before they start making a positive
contribution to earnings and cash flow over the medium term.

The company launched an Arctic Connect project aiming to build an
undersea cable along Russia's Arctic shore connecting Europe and
Asia that would require RUB70 billion of investment, potentially on
project finance terms. MegaFon also announced plans to spend RUB6
billion on a feasibility study to create a network of low-orbital
satellites that would provide broadband internet services,
especially to rural Russian territories, which would be uneconomic
to cover with either terrestrial fixed or mobile networks.

MegaFon entered the Uzbekistan market through a joint venture with
its shareholders and a government-controlled Uzbekistan partner,
which contributed leading Uzbek mobile operator Ucell, while the
Russian partners committed to contribute USD100 million. Along with
its sister company Mail.ru Group, MegaFon became a participant in
e-commerce and payment and financial joint ventures with Alibaba
Group. The company may be preparing to make undisclosed cash or
asset contributions to these entities.

Stable Market Position: Fitch expects MegaFon to sustain its strong
market position as the number two mobile operator in Russia. Fitch
believes mobile competition is likely to become more rational in
Russia, with less emphasis on pricing and more focus on a wider
services ecosystem. This shift is likely to be supported by Tele2
Russia and VEON reaching broad parity in terms of the size of their
subscriber bases, with Tele2 Russia reducing its focus on market
share gains and VEON catching up in terms of its infrastructure
quality, having significantly increased its network investments in
2019-2020.

Covid-19 Impact Manageable: Fitch views the negative impact of the
pandemic on MegaFon as transitory, with the company less affected
than many of its European peers, due to a significantly lower
contribution from international roaming. The company's service
revenue decline improved to -1% yoy in 3Q20 from mid-single digit
percentage drop in the worst pandemic-hit 2Q20. The around 20% yoy
decline in low-margin customer equipment sales is unlikely to be
accompanied by any meaningful EBITDA loss, with overall 3Q20
operating income before depreciation and amortisation(OIBDA;
company definition) demonstrating 2.3% yoy improvement.

Improving Leverage: In a likely low-growth scenario, Fitch
estimates MegaFon's deleveraging capacity at approximately 0.2x
funds from operations (FFO) net leverage per year, which gives it
flexibility to improve leverage to below the upgrade threshold in
the next one to two years (Fitch expects FFO net leverage to be
2.9x at end-2020). Deleveraging may be stalled by investments in
new strategic initiatives and shareholder payouts.

MegaFon has refrained from declaring dividends after delisting, but
during 9M20 it issued RUB9.4 billion of interest-free loans to
shareholders, which Fitch views as akin to shareholder
distributions. Fitch treats RUB12.7 billion of MegaFon's guarantees
to Svyaznoy group, a handset retailer and related party, as
MegaFon's debt, given the typically weak financial performance of
handset retail chains in Russia.

Corporate Governance: MegaFon's ratings reflect the moderate impact
of the low scoring operating environment in Russia and its
governance structure. Its dominant shareholder can exercise
significant influence but there has been no evidence of abusing
this power. MegaFon delisted from the London Stock Exchange, but
Fitch expects it to maintain a high level of disclosure and
financial transparency.

DERIVATION SUMMARY

MegaFon has maintained strong market positions in the Russian
mobile market and is the second largest operator by revenue and
subscribers. Its revenue, margins and capex trends are largely on
par with PJSC Mobile TeleSystems (MTS; BB+/Stable) and VEON Ltd.
(BBB-/Stable). Unlike VEON, MegaFon has virtually no
foreign-exchange risk, with 96% of its debt rouble-denominated as
of end-1H20. MegaFon has focused primarily on the Russian market,
which provides it with sufficient scale - the company serviced 74
million mobile subscribers at end-1H20, with a much lower
contribution of wireline services compared with MTS.

KEY ASSUMPTIONS

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

-- Low single-digit service revenue growth in 2021-2023;

-- Stable EBITDA margin of about 37% in 2021-2023;

-- Capex at 21% of revenues in 2021-2022, declining to 19%
    afterwards;

-- Shareholder distributions in 2021 at the level of 2020,
    increasing afterwards;

-- Negative RUB8 billion working capital change in 2020.

RATING SENSITIVITIES

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

-- FFO net leverage sustainably declining to below 2.8x
    accompanied by maintaining a strong competitive position and
    market share in the Russian mobile market, with robust free
    cash flow (FCF) generation.

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

-- A sustained increase in FFO net leverage to above 3.3x;

-- Competitive weaknesses and market share erosion, leading to
    significant deterioration in pre-dividend FCF generation.

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

Sufficient Liquidity: Fitch views MegaFon's liquidity situation as
comfortable. At end-3Q20, the company had RUB43 billion of cash and
equivalents on its balance sheet. At end-2020, liquidity was
supported by unused credit lines from the leading Russian banks of
above RUB160 billion, which covers more than 12 months of scheduled
debt maturities.

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.

MODERN STANDARDS: Bank of Russia Revokes Banking License
--------------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-361, dated March
12, 2021, revoked the banking license of Moscow-based Modern
Standards of Business Commercial Bank LLC, or CB SStB LLC
(Registration No. 3397; hereinafter, the Bank). The credit
institution ranked 352nd by assets in the Russian banking system.

The Bank of Russia made this decision in accordance with Clauses 6
and 6.1 of Part 1 of Article 20 of the Federal Law "On Banks and
Banking Activities", based on the facts that the Bank:

   -- violated federal banking laws and Bank of Russia regulations,
due to which the regulator repeatedly applied measures against it
over the past 12 months, which included restrictions on household
deposit-taking;

   -- failed to comply with the anti-money laundering and
counter-terrorist financing laws.

The Bank focused on providing payment services to individuals,
illegal online casinos and betting firms.

The Bank of Russia appointed a provisional administration4 to CB
SSTB LLC for the period until the appointment of a receiver5 or a
liquidator. In accordance with federal laws, the powers of the
credit institution's executive bodies were suspended.

Information for depositors: CB SStB LLC is a participant in the
deposit insurance system; therefore, depositors will be
compensated7 for their deposits in the amount of 100% of the
balance of funds but no more than a total of RUR1.4 million per
depositor (including interest accrued), except for the cases
stipulated by Chapter 2.1 of the Federal Law "On the Insurance of
Deposits with Russian Banks".

Deposits are to be repaid by the State Corporation Deposit
Insurance Agency (hereinafter, the Agency). Depositors may obtain
detailed information regarding the repayment procedure 24/7 at the
Agency's hotline (8 800 200-08-05) and on its website
(https://www.asv.org.ru/) in the Deposit Insurance/Insurance Events
section.


NETWORK CLEARING: Bank of Russia Revokes Banking License
--------------------------------------------------------
The Bank of Russia, by virtue of its Order No. OD-363, dated March
12, 2021, revoked the banking license of Kazan-based Joint-stock
company Non-Bank Credit Organization "Network Clearing House", or
JSC NCO Network Clearing House (Registration No. 3332-K;
hereinafter, NCO Network Clearing House). The credit institution
ranked 277th by assets in the Russian banking system. NCO Network
Clearing House is not a member of the deposit insurance system.

The Bank of Russia made this decision in accordance with Clause 6.1
of Part 1 of Article 20 of the Federal Law "On Banks and Banking
Activities", based on the facts that Network Clearing House:

   -- Violated federal banking laws and Bank of Russia regulations,
due to which the regulator repeatedly applied supervisory measures
against it over the last 12 months, including restrictions on a
number of banking operations.

Network Clearing House was involved in conducting non-transparent
transactions for payments between individuals and illegal online
casinos and bookmakers.

The Bank of Russia appointed a provisional administration to
Network Clearing House for the period until the appointment of a
receiver or a liquidator. In accordance with federal laws, the
powers of the credit institution's executive bodies were
suspended.




===========
S E R B I A
===========

SERBIA: Moody's Ups LT Issuer Rating to Ba2 on Economic Resilience
------------------------------------------------------------------
Moody's Investors Service has upgraded the Government of Serbia's
long-term issuer and senior unsecured ratings to Ba2 from Ba3. The
outlook has been changed to stable from positive.

The key drivers of the decision to upgrade Serbia's ratings are:

1) Serbia's relative economic resilience to the coronavirus shock
and the country's solid medium term growth prospects;

2) Moody's expectation that Serbia's fiscal metrics will continue
to outperform Ba peers over the next few years, with fiscal
prudence being anchored by the continuation of reforms to
strengthen the fiscal framework.

The stable outlook balances Moody's expectations that Serbia's
economy will return to growth this year and that the government
debt-to-GDP will start declining in 2022 against the risks posed to
the debt trajectory by the potential crystallization of contingent
liabilities from SOEs and guarantee schemes, which are expected to
remain contained though. Moreover, the stable outlook reflects
Moody's expectation that susceptibility to event risks are
commensurate with Serbia's Ba2 rating thanks to low political
risks, limited government liquidity and external vulnerability
risks and a stable banking sector that is resilient to the foreseen
deterioration in asset quality.

Concurrent to the rating action, Serbia's local-currency country
ceiling has been increased by one notch to Baa1 from Baa2. The
four-notch gap to the sovereign rating reflects predictable
institutions and government actions, moderate government footprint
in the economy and financial system, low political risk and
external imbalances. The foreign-currency ceiling has been
increased by two notches to Baa2 from Ba1. The one-notch gap to the
local currency ceiling reflects improved policy effectiveness and
moderate external indebtedness.

RATINGS RATIONALE

RATIONALE FOR THE UPGRADE TO Ba2

FIRST DRIVER: SERBIA'S RELATIVE ECONOMIC RESILIENCE TO THE
CORONAVIRUS SHOCK AND SOLID MEDIUM TERM GROWTH

The first driver of today's rating action relates to Serbia's
relative economic resilience to the coronavirus shock and the
country's solid medium term growth prospects. After averaging 4.4%
in 2018-19, real GDP contracted by a preliminary 1.0% in 2020 due
to the impact of the coronavirus shock. This contraction compares
well with regional and rating peers, reflecting a robust economic
momentum at the onset of the pandemic and the fiscal space created
in recent years that allowed the implementation of a comprehensive
fiscal response. Moreover, the structure of the economy adds to
Serbia's resilience, including the relatively low reliance on
sectors particularly affected by the pandemic such as tourism and
the favorable performance of the agriculture sector.

Macroeconomic stability during the coronavirus crisis was also
supported by the IMF Policy Coordination Instrument that ended
successfully earlier this year. Under the program, Serbia made
progress in reducing the fiscal risks stemming from the SOE sector
and advanced its privatization agenda despite some delays. The
authorities have signaled their commitment to another IMF
non-financing program that would help to anchor fiscal policy by
strengthening the fiscal framework, and continue the implementation
of structural reforms.

Moody's expects that growth will resume in 2021, with real GDP
expanding by 4.7%, driven by the recovery in domestic demand
supported by the normalization of economic activity on the back of
a relatively rapid vaccination rollout and significant public
investment. The recovery will also be supported by additional
fiscal measures that have recently been announced. Beyond the
uncertainty posed by the course of the pandemic, the key downside
risk arises from the evolution of external demand that depends on
the pace of the recovery in the EU, which remains Serbia's largest
trade partner. Serbia's medium-term growth outlook remains robust,
with potential growth of around 3-4% supported by its reorientation
towards exports and strong prospects for investment.

More generally, Serbia entered the coronavirus crisis with an
improved macroeconomic profile and reduced external imbalances
achieved in recent years. The improved profile includes low and
stable inflation, a relatively stable exchange rate, adequate
foreign exchange reserves, more balanced growth supported by
increased economic diversification, a stronger government balance
sheet given the pre-pandemic marked fiscal consolidation, and lower
-- albeit still present -- fiscal risks from contingent liabilities
from SOEs.

SECOND DRIVER: EXPECTATION THAT FISCAL METRICS WILL CONTINUE TO
OUTPERFORM Ba PEERS, WHILE FISCAL PRUDENCE WILL BE ANCHORED BY THE
CONTINUATION OF REFORMS TO STRENGTHEN THE FISCAL FRAMEWORK

The second driver is underpinned by Moody's expectation that
Serbia's fiscal metrics, despite deteriorating, will continue to
outperform many Ba peers over the next few years. The substantial
fiscal consolidation pursued in recent years has afforded Serbia
with fiscal space to respond to the coronavirus pandemic. Despite
the large fiscal response to the crisis, the fiscal metrics have
deteriorated less than most Ba peers and the debt-to-GDP ratio is
projected to resume its downward trajectory in 2022.

The fiscal package implemented by the authorities was the largest
in the region, at around 12.5% of GDP in 2020. This, along with the
economic contraction, led to a deficit of about 8% of GDP and an
increase of the general government debt to GDP to about 58% of GDP
in 2020 from 52.9% in 2019, while remaining below the median of Ba
peers (estimated at 63% of GDP as of 2020). The fiscal deficit will
be reduced more gradually than envisaged in the 2021 budget due to
the recent introduction of additional measures to support the
economy. A third round of fiscal support measures was announced in
February (equivalent to 4.3% of Moody's estimated 2021 GDP) and
Moody's projects that the fiscal deficit will be around 4.6% of GDP
in 2021.

Nevertheless, Moody's envisages that the pace of the fiscal
consolidation will be more rapid for Serbia than for a number of Ba
rated sovereigns and that debt-to-GDP, while approaching 60% this
year, will remain about 10 percentage points below the median of
the Ba rated sovereigns in 2021. Moody's also expects that the
government will focus again on fiscal consolidation as the impact
of the pandemic gradually fades, potentially under a new IMF
non-financing program. This focus will support the debt-to-GDP
ratio resuming its downward trajectory in 2022. Furthermore,
Serbia's debt-to-revenue ratio -- at around 141% at end-2020 --
will continue to compare strongly with the median of Ba rated
sovereigns (estimated at 283%), being the second lowest in the Ba
rating category, reflecting also relatively higher revenue
generation capacity.

Debt affordability has also improved in recent years and until the
start of the pandemic, helped by favorable market conditions in
light of the stronger fiscal position, early redemptions of
relatively expensive debt and confidence instilled by the IMF
program. Debt affordability metrics are also stronger than for many
Ba rated sovereigns. In particular, general government interest
payments as a percentage of revenue stood at 4.9% in 2020 from 7.7%
in 2015, well below the median of the Ba category which stands at
11%.

The pre-pandemic track record of fiscal consolidation was
accompanied by steps to improve the fiscal framework, including
measures to enhance budgetary processes and transparency, contain
public wages bill and pension spending, and address the fiscal
challenges posed by the SOEs sector, progressing with the
privatization agenda. While the reform progress have slowed in
certain areas in part due to the impact of the pandemic (for
example, the reforms of public sector employment and the fiscal
rule were postponed), and contingent liabilities continue to pose
fiscal risks, Moody's expects that the progress made in
consolidating the public finances in recent years will continue
with the assistance of international financial institutions. Hence,
while Serbia's fiscal situation has been inevitably affected by the
coronavirus crisis, the impact on Serbia's credit profile has been
more contained than elsewhere.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Serbia's ESG Credit Impact Score is moderately negative (CIS-3),
reflecting moderate exposure to environmental and social risks and
an average governance profile, the latter also explaining a certain
degree of resilience to E and S.

Serbia's credit profile is moderately exposed to environmental
risks, reflected in its E-3 issuer profile score. While the share
of agriculture in gross value added has fallen over the last
decade, it continues to account for almost a fifth of total
employment. As a result, Serbia is exposed to the risk of temporary
supply shocks stemming from adverse weather shocks, including
drought, which adds to the volatility in GDP growth. Risks stemming
from water and waste and pollution are low.

Exposure to social risks is moderate (S-3 issuer profile score),
and it is mainly related to its demographic profile and high youth
unemployment, that has contributed to recurrent emigration of
workers. Most other social risk categories also pose a moderate
credit risk.

Serbia's governance profile score is equivalent to G-2, reflecting
weak assessments on international surveys for the rule of law and
control of corruption that weigh on Moody's assessment of
institutions and governance strength, and constrain the business
environment. This is mitigated by the benefits arising from the
ongoing harmonization of its laws and regulatory practices with EU
standards as part of its accession process.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the economy
will remain resilient to the impact of the pandemic and growth will
resume this year. It also reflects Moody's expectation that the
government debt burden will start declining again from 2022 onwards
supported by the track record of fiscal consolidation that the
government demonstrated before the pandemic and that contingent
liabilities, while continuing to pose a risk, will not lead to a
material weakening of the government's balance sheet. Moreover, the
stable outlook also reflects Moody's expectation that
susceptibility to event risk will remain unchanged, due to low
political risk despite frequent electoral cycles, and limited
external vulnerability risk given adequate foreign exchange
reserves and a current account deficit fully covered by FDIs.
Moody's also expects government liquidity risk to remain contained
and the banking sector stability to be preserved despite the
foreseen deterioration in asset quality, while the progress in
reducing the high level of euroization will not been reversed.

GDP per capita (PPP basis, US$): 18,972 (2019 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 4.2% (2019 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 1.9% (2019 Actual)

Gen. Gov. Financial Balance/GDP: -0.2% (2019 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: -6.9% (2019 Actual) (also known as
External Balance)

External debt/GDP: 61.5% (2019 Actual)

Economic resiliency: baa3

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

On March 9, 2021, a rating committee was called to discuss the
rating of Serbia, Government of. The main points raised during the
discussion were: The issuer's economic fundamentals, including its
economic strength, have materially increased. The issuer's fiscal
or financial strength, including its debt profile, has not
materially changed. The issuer's susceptibility to event risks has
not materially changed. Other views raised included: The issuer's
institutions and governance strength has increased.

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

FACTORS THAT COULD LEAD TO AN UPGRADE

Upward pressure on the rating would arise from a material
improvement of the government balance sheet due to significant
post-pandemic fiscal consolidation accompanied by the evidence that
the gains achieved in strengthening public finances are unlikely to
be reversed in the longer term due to a stronger fiscal framework.
A significant reduction of the risks arising from contingent
liabilities and further progress with respect to dinarization would
also be credit positive.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Conversely, negative pressure on the rating would arise if the
fiscal metrics were to deteriorate materially compared to peers due
to a less prudent fiscal stance, materialization of contingent
liabilities, significant exchange rate depreciation or the growth
outlook underperforming Moody's expectations. The emergence of
external imbalances, due for example to a significant decline in
FDI that would lead to less stable source of current account
financing, would also be credit negative.

The principal methodology used in these ratings was Sovereign
Ratings Methodology published in November 2019.



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

GENERALITAT DE CATALUNYA: Moody's Upgrades Rating to Ba2
--------------------------------------------------------
Moody's Public Sector Europe has affirmed the ratings of the Junta
de Comunidades de Castilla-La Mancha and the Comunidad Autonoma de
Murcia at Ba1 with a stable outlook. Moody's has also affirmed the
Ba1 rating of the Generalitat de Valencia and has changed the
outlook to negative from stable. Finally, Moody's has upgraded the
rating of the Generalitat de Catalunya to Ba2 from Ba3 and changed
the outlook to stable from positive.

The outlook change to negative from stable on the Generalitat de
Valencia's rating reflects increasing risks of further debt growth
in the medium to long-term, which given the region's already high
debt levels, would put pressure on its Ba1 rating. The affirmation
of Castilla-La Mancha and Murcia's ratings reflects Moody's view
that the expected debt levels in the medium to long-term will
continue to be adequately captured by their current ratings.

Catalunya's rating upgrade to Ba2 from Ba3 reflects Moody's view
that the region's expected fiscal performance and debt levels in
the coming years will be consistent with Ba2 rated peers. While the
pandemic will lead to a deterioration in the region's debt ratio in
the near-term, Moody's expects Catalunya to resume its
deleveraging, likely from 2023 onward, supported by its wealthy
economy and sophisticated governance.

A List of Affected Credit Ratings is available at
https://bit.ly/3tmVWfq

RATINGS RATIONALE

RATIONALE FOR THE RATING AFFIRMATIONS OF REGIONS OF CASTILLA-LA
MANCHA AND MURCIA WITH STABLE OUTLOOK

While these two regions' debt to revenue ratios will deteriorate in
the next two years, additional government transfers, EU funds and
gradual economic recovery will mitigate the fiscal impact of the
pandemic on their finances, thus limiting their debt accumulation.
Net direct and indirect debt-to-revenue ratios will likely grow to
approximately 225% for Castilla-La Mancha and around 250% for
Murcia by 2022 before decreasing slowly as GDP growth will resume
and taxes gradually recover. Moody's expects that their debt levels
will remain manageable, and in line with Ba1 rated peers. In
addition, these two regions' continued access to cheap funding
through government liquidity facilities will maintain debt costs at
affordable levels.

The affirmation of the Ba1 ratings on Junta de Comunidades de
Castilla-La Mancha and the Comunidad Autonoma de Murcia reflects
the combination of the regions' standalone credit profiles, as
reflected in their Baseline Credit Assessments (BCAs) of b1, and
Moody's assumption of a high likelihood of extraordinary support
from the government of Spain (Baa1 stable).

The stable outlook on both regions reflects our view that their
financial performance will remain consistent with Ba1 rated peers.

RATIONALE FOR OUTLOOK CHANGE TO NEGATIVE AND AFFIRMATION OF THE
GENERALITAT DE VALENCIA'S RATING

While Valencia's fiscal improvement in 2020 mostly reflects
additional government transfers to cover some of the costs and
revenue loss caused by the pandemic, the decision to change the
outlook to negative from stable on Valencia's rating reflects
Moody's expectation that the region's debt-to-revenue ratio is
likely to deteriorate more in the medium to long term compared to
its Ba1 rated peers, from a level that is already very high.
Moody's expects the region's net direct and indirect
debt-to-operating revenue ratio to increase to approximately 370%
by 2022, compared to 320% in 2020 and around 170% for the sector as
a whole. Given the region's track record of persistent operating
deficits in the last decade, Moody's views Valencia as being less
likely to successfully tackle fiscal challenges and to reverse its
growing debt trajectory, especially when government support
measures related to the pandemic will be withdrawn over time.
Moody's considers the pandemic as a social risk under its ESG
framework, given the substantial implications for public health and
safety, increasing risks on the region of Valencia's credit
profile.

The affirmation of the Generalitat de Valencia's Ba1 rating is
based on a combination of the region's standalone credit profile,
as reflected in its Baseline Credit Assessment (BCA) of b3, and
Moody's assumption of a high likelihood of extraordinary support
from the central government.

The rating affirmation is mainly based on the strong support that
the region is currently receiving from the central government
through the FLA, which ensures that the region can meet its
financial obligations, and Moody's expectation that the region will
continue to receive additional transfers to mitigate the impact of
the pandemic on its finances in 2021.

Moody's has also affirmed the underlying ratings of FERIA VALENCIA
and Universities of Valencia at Ba1 and has changed the outlooks to
negative from stable, in line with the Generalitat de Valencia's
rating.

RATIONALE FOR THE RATING UPGRADE OF GENERALITAT DE CATALUNYA WITH A
STABLE OUTLOOK

The Generalitat de Catalunya's rating upgrade to Ba2 from Ba3
reflects the improvement in the region's financial position in
recent years, as evidenced by a debt-to-revenue ratio estimated at
234% in 2020, against 268% in 2019 and almost 300% in 2016. The
region entered the pandemic after a period of important fiscal
consolidation and Moody's believes it is better positioned to
absorb current and future fiscal pressures. Moody's estimates that
its debt-to-revenue ratio will likely reach a pre-pandemic level in
2022, at approximately 270%. Catalunya's operating and financing
profiles compare well with other Spanish regions that are rated
higher, however the rating factors in some political risks.
Although these risks have receded over the last couple of years,
political tensions between the central government and Catalunya
will likely persist, and will continue to complicate public
policy-making in the region. That said, Moody's notes that these
tensions have not affected Catalunya's access to government
liquidity facilities, and that the region's strong administration
and sophisticated governance constitute a factor of stability,
supporting the delivery of nearly balanced operating results (as
evidenced by a gross operating balance-to-operating revenue of
-2.4% in 2020).

The stable outlook reflects the following balance of upside and
downside risks: given its wealthy and diversified economy, which is
expected to remain fundamentally strong, the region should recoup
some of the revenue losses as the economy gradually recovers after
the coronavirus. Risks on the downside include persistent political
tensions.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

JUNTA DE COMUNIDADES DE CASTILLA-LA MANCHA

Environmental considerations are not material to Castilla-La
Mancha's credit profile.

Social risks are material to Castilla-La Mancha's credit profile.
The coronavirus outbreak will affect the region's credit profile in
the form of negative economic growth and higher expenses. Spanish
regions are responsible for healthcare, which typically represents
around 40% of their expenses. Other social aspects include the
ageing population, which will also affect social and healthcare
expenditure. In addition, unemployment remains relevant for this
region. Unemployment levels are likely to remain high, given the
economic recession expected in Spain.

In terms of governance, the region's implementation of budgetary
control plans on a multiyear basis is indicative of positive
management actions. The region also provides transparent and timely
financial reports.

COMUNIDAD AUTONOMA DE MURCIA

Environmental considerations are not material to Murcia's credit
profile.

Social risks are material to Murcia's credit profile. The
coronavirus outbreak will affect the region's credit profile
through negative economic growth and higher expenses. Spanish
regions are responsible for healthcare, which typically represents
around 40% of their expenses. Other social aspects include the
ageing population, which will also affect social and healthcare
expenditure.

In terms of governance, the region's implementation of budgetary
control plans is indicative of positive management actions. The
region also provides transparent and timely financial reports.

GENERALITAT DE VALENCIA

Environmental considerations are not material to Valencia's credit
profile.

Social risks are material to Valencia's credit profile. The
coronavirus outbreak will affect the region's credit profile,
through negative economic growth and higher expenses. Spanish
regions are responsible for healthcare, which typically represents
around 40% of their expenses. Other social aspects include the
ageing population, which will also affect social and healthcare
expenditure.

In terms of governance, Valencia has previously demonstrated
weaknesses in its financial planning, illustrated by its high
operating and financing deficit levels. While the region has
implemented budgetary control plans in recent years and its
transparent in its financial reporting, Moody's believes the
region's governance is still weak.

GENERALITAT DE CATALUNYA

Environmental considerations are not material to Catalunya's credit
profile.

Social risks are material to Catalunya's credit profile. Moody's
considers the coronavirus outbreak to be a social risk that will
significantly affect the region's financial position, through
negative economic growth and higher expenses; Spanish regions are
responsible for healthcare, which typically represents around 40%
of expenses. Other social aspects include an ageing population,
which will also lead to increasing social and healthcare
expenditure over the long term. However, given the region's dynamic
economy, population growth and large tax base, expenditure
pressures will likely be more manageable for Catalunya compared to
other Spanish regions.

In terms of governance, Catalunya has previously demonstrated
weaknesses in its financial planning, illustrated by its high
operating and financing deficit levels. However, in recent years,
the region's implementation of budgetary control plans is
indicative of positive management actions. The region also provides
transparent and timely financial reports.

The specific economic indicators, as required by EU regulation, are
not available for these entities. The following national economic
indicators are relevant to the sovereign rating, which was used as
an input to this credit rating action.

Sovereign Issuer: Spain, Government of

GDP per capita (PPP basis, US$): 43,154 (2019 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 2% (2019 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 0.8% (2019 Actual)

Gen. Gov. Financial Balance/GDP: -2.9% (2019 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: 2.1% (2019 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Economic resiliency: a2

Default history: No default events (on bonds or loans) have been
recorded since 1983.

SUMMARY OF MINUTES FROM RATING COMMITTEE

On March 9, 2021, a rating committee was called to discuss the
rating of the Castilla-La Mancha, Junta de Comunidades de;
Catalunya, Generalitat de; Murcia, Comunidad Autonoma de; Valencia,
Generalitat de. The main points for the Generalitat de Valencia
raised during the discussion were: The issuer's fiscal or financial
strength, including its debt profile, has materially decreased. The
main points for the Generalitat de Catalunya raised during the
discussion were: The issuer's fiscal or financial strength,
including its debt profile, has materially increased. The main
points for the Junta de Comunidades de Castilla-La Mancha and the
Comunidad Autonoma de Murcia raised during the discussion were: The
issuers' fiscal or financial strength, including their debt
profiles, have not materially changed.

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

Upward pressure would develop on the ratings of Castilla-La Mancha,
Murcia and Catalunya if their fiscal and financial performance were
to improve, reflected in positive and growing gross operating
balances, financing surpluses and a significant reduction in their
debt burdens sustained over time.

A downgrade of Spain's sovereign rating leading to indications of
weakening government support for the regions, or a deterioration in
their fiscal performance, would likely lead to a downgrade of
Castilla-La Mancha, Murcia and Catalunya's ratings. In addition,
downward pressure on Catalunya's rating could occur if political
tensions were to increase.

Given the negative outlook on Valencia's rating, an upgrade is
unlikely over the next 12 to 18 months. Downward pressure on the
rating could occur if operating performance and debt ratios were to
deteriorate more than expected. In addition, a weakening ability of
the government of Spain to support the region would also put
downward pressure on the rating.

Any action taken on the Generalitat de Valencia's rating would have
implications for the FERIA VALENCIA and Universities of Valencia's
underlying ratings.

The principal methodology used in rating Castilla-La Mancha, Junta
de Comunidades de, Catalunya, Generalitat de, Murcia, Comunidad
Autonoma de, and Valencia, Generalitat de was Regional and Local
Governments published in January 2018.

MADRID RMBS I: S&P Affirms 'CCC- (sf)' Rating on Class E Notes
--------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Madrid RMBS I,
Fondo de Titulizacion de Activos' class A2, B, C, and D notes to
'AA+ (sf)', 'AA (sf)', 'A (sf)', and 'B+ (sf)', from 'AA- (sf), 'A
(sf)', 'BBB (sf)', and 'B- (sf)', respectively, and on MADRID RMBS
IV, Fondo de Titulizacion de Activos' class C, D, and E notes to
'BBB (sf)', 'B+ (sf)', and B+ (sf)', from 'BBB- (sf)', 'B (sf)',
and 'B (sf)'. At the same time, S&P has affirmed its 'CCC- (sf)'
rating on Madrid RMBS I's class E notes, and its 'A (sf)' ratings
on Madrid RMBS IV's class A2 and B notes.

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

"Upon revising our Spanish RMBS criteria, we placed our ratings on
some of the notes under criteria observation. Following our review
of the transaction's performance and the application of our updated
criteria for rating Spanish RMBS transactions, the ratings are no
longer under criteria observation.

"Our weighted-average foreclosure frequency (WAFF) assumptions have
decreased primarily due to the calculation of the effective
loan-to-value (LTV) ratio, which is based on 80% original LTV
(OLTV) and 20% current LTV (CLTV). Under our previous criteria, we
used only the OLTV. Our WAFF assumptions also declined because of
the transaction's decrease in arrears. In addition, our
weighted-average loss severity (WALS) assumptions have decreased,
due to the lower CLTV and lower market value declines. The
reduction in our WALS is partially offset by the increase in our
foreclosure cost assumptions."

  Table 1

  Madrid RMBS I Credit Analysis Results

  Rating level    WAFF (%)    WALS (%)
  AAA             32.93       26.98
  AA              22.55       23.29
  A               17.35       16.64
  BBB             13.20       13.26
  BB               8.78       10.98
  B                5.67        8.94

  WAFF--Weighted average foreclosure frequency.
  WALS—--Weighted-average los severity.

  Table 2

  Madrid RMBS IV Credit Analysis Results

  Rating level     WAFF (%)    WALS (%)
  AAA              28.24       32.69
  AA               19.49       28.68
  A                15.10       21.20
  BBB              11.60       17.35
  BB                7.90       14.71
  B                 5.28       12.35

  WAFF--Weighted average foreclosure frequency.
  WALS—--Weighted-average los severity.

Madrid RMBS I

The credit enhancement for all classes of notes has increased since
our previous full review, due to the collateral amortization.

The notes are repaying sequentially as one of the conditions for
the pro-rata amortization is not met. The reserve fund is only at
7.5% of its target, slightly building up after being fully depleted
from March 2013 to April 2019. The reserve's build-up is due to the
transaction's good performance recently, given the improved
macroeconomic environment (relative to the 2008 crisis) and Bankia
S.A.'s enhanced servicing policies. Prior to that, the transaction
did not perform well, especially due to the high unemployment in
Spain and the limited proactive servicing activities by the
originator.

S&P said, "Following the application of our criteria, we have
determined that our ratings on the classes of notes in this
transaction should be the lower of (i) the rating as capped by our
structured finance sovereign risk criteria, (ii) the rating as
capped by our counterparty criteria, or (iii) the rating that the
class of notes can attain under our global RMBS criteria.

"Our operational, counterparty risk, sovereign risk, and legal risk
analyses remain unchanged since our previous review. Therefore, the
ratings assigned are not capped by any of these criteria.

"Our analysis also considers the transaction's sensitivity to the
potential repercussions of the coronavirus outbreak. Of the pool,
close to 6.0% of loans are on payment holidays under the Spanish
sectorial moratorium schemes, and the proportion of loans with
either legal or sectorial payment holidays has remained low. The
government announced it will approve a new payment holiday scheme
available until March 31, 2021, where the payment holidays could
last up to three months. In our analysis, we considered the
potential effect of this extension and the liquidity risk the
payment holidays could present should they become arrears in the
future. We have also considered the transaction's ability to
withstand increased defaults and extended foreclosure timing
assumptions, and the ratings remain robust.

"Loan-level arrears currently stand at 0.6%, and they have started
stabilizing after registering an increase in April 2020. Overall
delinquencies remain well below our Spanish RMBS index. The
transaction has a high number of loans that defaulted during the
financial crisis, and a large number of these still need to be
worked out. Due to the uncertainty on when these recoveries might
be realized and to test the ability of the outstanding notes to
being repaid without the benefit of such recoveries, we have tested
the sensitivity of the transaction with various recovery scenarios
including no credit given to recoveries on already defaulted
assets."

Outstanding balance of defaulted credit rights (net of recoveries),
represent 6.94% of the closing pool balance. The interest deferral
triggers have not been breached for any of the classes.

S&P said, "Following our review, we have raised to 'AA+ (sf)' from
'AA- (sf)', to 'AA (sf) from 'A (sf)', to 'A (sf)' from 'BBB (sf)',
and to 'B+ (sf)' from 'B- (sf) our ratings on the class A2, B, C,
and D notes, respectively.

"Under our cash flow analysis, the notes could withstand stresses
at a higher rating than the current ratings assigned. However, the
ratings on these classes of notes also consider their overall
credit enhancement and position in the waterfall, potential
deterioration in the macroeconomic environment due to the impact of
COVID 19 and potential exposure to increased defaults, their
reliance on recovery inflows from outstanding defaulted assets, and
the current level of the reserve fund, which has begun to top up in
recent IPDs, remains limited and significantly below the target
amount.

"The class E notes do not pass any stresses under our cash flow
model, and the results show interest shortfalls are likely in the
next 12 months. Following the application of our criteria for
assigning 'CCC' category ratings, we believe that payments on this
class of notes depend on favorable financial and economic
conditions. Therefore, we have affirmed our 'CCC- (sf)' rating on
the class E notes."

Madrid RMBS IV

S&P said, "The credit enhancement for all classes of notes has
increased since our previous full review, due to the collateral's
amortization and the reserve fund's partial replenishment at
66.5%.

"Loan-level arrears currently stand at 0.9%, and they have started
stabilizing after registering an increase in April 2020. Overall
delinquencies remain well below our Spanish RMBS index. The level
of payment holidays in this transaction remains low, at 6.0%. In
our analysis, we considered the potential effect of this extension
and the liquidity risk the payment holidays could present should
they become arrears in the future. We have also considered the
transaction's ability to withstand increased defaults and extended
foreclosure timing assumptions, and the ratings remain robust.

"The transaction benefits from interest deferral triggers based on
outstanding net defaults, which currently stand at 8.4%. Class E's
interest deferral trigger has been breached, and the interest
payment on this class is subordinated to repayment of principal.
Given the large reserve fund available, class E interest will be
paid in our rating scenario commensurate with a 'B+ (sf)' rating.

"Following the application of our criteria, we have determined that
our ratings on the classes of notes in this transaction should be
the lower of (i) the rating as capped by our structured finance
sovereign risk criteria, (ii) the rating as capped by our
counterparty criteria, or (iii) the rating that the class of notes
can attain under our global RMBS criteria.

"The application of our counterparty criteria caps our ratings on
these notes at 'A (sf)' as Bankia commits to replace itself as
transaction account provider at the loss of the 'BBB' rating.
Additionally, in February 2021, Bankia S.A. was appointed as swap
provider, replacing BBVA S.A., under the same terms of the previous
swap agreement. As per our counterparty criteria, the maximum
supported rating under the swap agreement is 'A (sf)'.

"Following our analysis, we have affirmed our 'A (sf)' ratings on
the class A2 and B notes. Although these classes of notes can pass
at higher ratings than those currently assigned, the application of
our counterparty criteria caps our ratings.

"Given the proximity to the interest deferral triggers, we have
performed additional sensitivities to increased defaults arising
from the COVID 19 crisis. We have raised by one notch, to 'BBB
(sf)' from 'BBB- (sf)', our rating on this class of notes, in line
with our credit and cash flow results under these sensitivities.

"We have raised to 'B+ (sf)' from 'B (sf)' our ratings on the class
D and E notes. These notes can achieve higher ratings in our cash
flow analysis, but we have taken into account their overall
proximity to a breach of the interest deferral trigger, and their
position in the priority of payments."

Madrid RMBS I and Madrid RMBS IV are Spanish RMBS transactions that
securitize first-ranking mortgage loans. Bankia originated the
pools, which comprise loans granted to borrowers mainly located in
Madrid.


MADRID RMBS II: S&P Affirms D (sf) Rating on Class E Notes
----------------------------------------------------------
S&P Global Ratings took various rating actions in MADRID RMBS II,
Fondo de Titulizacion de Activos and MADRID RMBS III, Fondo de
Titulizacion de Activos. S&P affirmed its 'AAA' rating on Madrid
RMBS II's class A2 notes. S&P raised its ratings on the class A, B,
C, and D notes to 'AA+ (sf)' from 'AA (sf)', to 'AA (sf) from 'AA-
(sf)', to 'A (sf)' from 'BBB (sf)', and to 'B+ (sf)' from 'B-
(sf)', respectively. At the same time, S&P affirmed its 'D (sf)'
rating on the class E notes. In Madrid RMBS III, S&P raised its
ratings on the class A2 and A3 notes to 'AA+ (sf)' from 'AA (sf)'
and to 'AA (sf)' from 'AA- (sf)', respectively. S&P's ratings on
the class B to E notes were affirmed at 'D (sf)' to reflect missed
interest payments.

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

S&P said, "Upon revising our Spanish RMBS criteria, we placed our
ratings on some of the notes under criteria observation. Following
our review of the transaction's performance and the application of
our updated criteria for rating Spanish RMBS transactions, the
ratings are no longer under criteria observation.

"Our weighted-average foreclosure frequency (WAFF) assumptions have
decreased primarily due to the calculation of the effective
loan-to-value (LTV) ratio, which is based on 80% of the original
LTV (OLTV) and 20% of the current LTV (CLTV). Under our previous
criteria, we used only the OLTV. Our WAFF assumptions also
decreased because of the removal of the arrears projections. In
addition, our weighted-average loss severity (WALS) assumptions
have decreased, due to the lower CLTV and lower market value
declines. The reduction in our WALS is partially offset by the
increase in our foreclosure cost assumptions."

  Credit Analysis Results: Madrid RMBS II

  Rating level   WAFF (%)   WALS (%)
   AAA           29.98      26.59
   AA            20.57      22.86
   A             15.82      16.11
   BBB           12.04      12.73
   BB             8.00      10.47
   B              5.17       8.49

  Credit Analysis Results: Madrid RMBS III

  Rating level   WAFF (%)   WALS (%)
   AAA           30.40      33.85
   AA            20.91      29.98
   A             16.11      22.55
   BBB           12.26      18.57
   BB             8.18      15.82
   B              5.31      13.38

The credit enhancement for all classes of notes has increased since
our previous full review, due to the collateral amortization.

The notes are repaying sequentially as one of the conditions for
the pro rata amortization is not met on both transactions.

The reserve fund is only at 8.5% of its target in Madrid RMBS II,
slightly building up after being fully depleted from December 2012
to January 2019. The reserve's build-up is due to the transaction's
good performance recently, given the improved macroeconomic
environment and Bankia S.A.'s enhanced servicing policies. Prior to
that, the transaction did not perform well, especially due to the
high unemployment in Spain during the 2008 crisis and the lack of
servicing activities by the originator. The reserve fund in Madrid
RMBS III has been fully depleted to cover for outstanding defaults.
There is still a EUR26.5 million amortization deficit in this
transaction and S&P does not expect the reserve fund to be topped
up in the short term.

S&P said, "Our operational, sovereign, and legal risk analysis
remains unchanged since our last review, and those rating pillars
do not constrain the ratings on the notes. There are no rating caps
due to counterparty risk neither.

"Our analysis considers the transactions' sensitivity to the
potential repercussions of the coronavirus outbreak. Of the pool,
close to 7.3% of loans are on payment holidays in Madrid RMBS II
and 5.2% in Madrid RMBS III under the Spanish sectorial moratorium
schemes, and the proportion of loans with either legal or sectorial
payment holidays has remained low. The government announced it will
approve a new payment holiday scheme available until March 31,
2021, where the payment holidays could last up to three months. In
our analysis, we considered the potential impact of this extension
and the liquidity risk the payment holidays could present should
they become arrears in the future. We have also considered the
ability of the transaction to withstand increased defaults and
extended foreclosure timing assumptions, and the ratings remain
robust."

Loan-level arrears currently stand at 0.7% in Madrid RMBS II and
0.9% in Madrid RMBS III, and they have started stabilizing after
increasing in April 2020. Overall delinquencies remain well below
our Spanish RMBS index. There is still a large number of defaulted
loans that will need to be worked out. The transaction has a high
number of loans that defaulted during the financial crisis. Due to
the uncertainty on when these recoveries might be realized and to
test the ability of the outstanding notes to being repaid without
the benefit of such recoveries, S&P has tested the transaction with
no credit given to recoveries on already defaulted assets.

The outstanding balance of defaulted credit rights (net of
recoveries), represent 7.2% of the closing pool in Madrid RMBS II.
The interest deferral trigger was breached for the class E notes
and interest was not paid as the reserve fund was depleted to cover
defaulted assets. In Madrid RMBS III, the trigger is based on
cumulative defaults. This is at 23.1% which means that all
subordinated interest deferral triggers on classes B, C, D, and E
have been breached. Due to the breach and the lack of a reserve
fund in this transaction, these classes have previously failed to
pay timely interest.

S&P said, "In Madrid RMBS II, we have affirmed our 'AAA (sf)'
rating on the class A2 notes based on the strong cash flow model
results that encompass sensitivity to increased defaults in the
current macroenvironment, a decline in recovery rates on already
defaulted assets, and a potential extension of the recovery lag
during the coronavirus outbreak. At the same time, we have raised
the ratings on the class A3, B, C, and D notes below their passing
cash flow levels. The ratings on these classes of notes reflect
their overall credit enhancement and position in the waterfall, the
deteriorating macroeconomic environment, and potential exposure to
increased defaults, and the current level of the reserve fund that
remains at 8.5% of the target level.

"Madrid RMBS II's class E notes started missing timely interest
payments in 2009. In 2019, the class E notes paid all due and
unpaid interest. However, in line with our principles of credit
rating criteria, we believe the likelihood of the class E notes to
miss timely payment of interest is extremely high as it fully
depends on the reserve fund to make these payments and this may be
used to cover first for future defaults arising due to the COVID-19
crisis.

"Under our cash flow analysis, Madrid RMBS III's class A2 and A3
notes could withstand stresses at a higher rating than the current
ratings assigned. However, the ratings on these classes of notes
also consider their overall credit enhancement and position in the
waterfall, deteriorating macroeconomic conditions, potential
exposure to increased defaults, and the depleted reserve fund."

Madrid RMBS II and Madrid RMBS III are Spanish RMBS transactions
that securitize first-ranking mortgage loans. Bankia originated the
pools, which comprise loans granted to borrowers mainly located in
Madrid.


VIA CELERE: Fitch Assigns First-Time 'BB-' LongTerm IDR
-------------------------------------------------------
Fitch Ratings has assigned Via Celere Desarrollos Inmobiliarios,
S.A. a first-time Long-Term (LT) Issuer Default Rating (IDR) of
'BB-' with a Stable Outlook and an expected senior secured rating
of 'BB(EXP)'.

The IDR reflects Via Celere's solid business profile, which
benefits from its large owned land bank and its vertically
integrated business model with in-house design and construction
capabilities. The high leverage (FY20 - the financial year to
end-December 2020 - funds from operations (FFO) net leverage: 3.7x)
is a rating constraint, although Fitch expects this to improve over
the next three years when the first build-to-rent (BTR) portfolio
is completed and sold. The traditional build-to-sell (BTS) division
constitutes the backbone of the business and is expected to deliver
around 1,500 units in each of the next two years.

The assignment of the final instrument rating is contingent on
receipt of final documentation conforming to information already
received.

KEY RATING DRIVERS

Solid Business Profile: Via Celere is a Spain-focused homebuilder
resulting from the merger of different small market participants
over the past fifteen years. The company targets the mid to
mid-high value residential segment in the largest cities of Spain.
The availability of land, sourced through past acquisitions and
business aggregations, is a credit strength. With 21,189 units
owned at end-FY20, Via Celere has more than ten years' equivalent
of production, based on the 1,932 units delivered through the year.
The company has a vertically integrated business model, enabling
the management to oversee each phase of developments, from land
sourcing to urban planning to project and construction management.

Large Land Bank Available: More than half of the land owned is
fully permitted or under construction (12,563 units), while 6,195
units constitutes strategic land - land suitable for development
with pending planning. The 2,431 remaining units are allocated to
the initial BTR portfolio. Around 80% of the total land bank by
units and gross asset value is in five of the six most populated
provinces of Spain (Madrid, Barcelona, Valencia, Malaga and
Sevilla). These provinces have local communities that contributed
to more than 60% of the total Spanish GDP for 2019.

Low Cancellation Rate: Via Celere's marketing process of new
developments starts six to twelve months before getting the full
license (the final step of planning permission, when construction
works can start). When the license is obtained, Via Celere locks
down the pre-sales by getting the purchaser to sign a sale and
purchase agreement, obtaining an upfront, non-reimbursable, payment
of 10% of the total value from its customers. An additional 10% is
then received monthly until the delivery date. Upfront payments
deter clients from walking away from reservations and in FY20 only
18 contracts were cancelled (FY20 net sales: 1,155 units).

Pre-Sales Provide Revenue Visibility: Via Celere initiates new
residential schemes once planning permission is obtained and
financing is procured. Financial institutions usually require
30%-50% pre-sales to grant developer financing for each new scheme:
this being a further incentive for Via Celere to achieve a similar
threshold. The non-refundable nature of the deposits together with
the pre-sales strategy partly de-risks the development pipeline and
provides high revenue visibility. At end-2020 the orderbook had
2,844 units (or EUR762 million), covering 78%, 67% and 41% of the
management's targeted sales for each of the next three years (FY21
to FY23), respectively.

High Leverage Expected to Improve: FFO gross and net leverage
ratios at end-2020 are high at 5.0x and 3.7x, respectively.
Pro-forma for the EUR300 million notes issuance, the FFO gross
leverage will increase further to around 7.4x. Fitch views the
increase in leverage as temporary, given the company's ability to
generate positive operating cash flow aided by the availability of
land. The cash generated by the BTR division can be lumpy, and
subject to the life cycle of each project development, including
its value and timing of its sale to institutional investors, and
therefore the BTS business offers a more stable backbone to the
group's profile.

Fitch forecasts the BTS business to generate funds from operations
(FFO) of EUR40 million-50 million annually in FY21-FY23, assuming
around 1,500 units are delivered each year. This equates to FFO net
leverage of below 1.0x at end-FY24, when Fitch expects the first
two BTR portfolios to be delivered and monetised.

DERIVATION SUMMARY

Via Celere is a merger of various smaller Spanish entities over the
past 15 years. The owned land bank (21,189 units at end-FY20) is a
distinctive feature, making the company the largest owner of land
among its domestic peers. As opposed to its UK-based peer Miller
Homes Group Holdings plc (BB-/Stable), Via Celere does not hold
options to buy land (a common practice in the UK). In Spain,
rather, the seller may offer deferred payment terms to the buyer of
the land, thus limiting the homebuilder's cash outflow at the time
of the acquisition.

The products offered by Via Celere and Miller Homes are also
different. The Spanish homebuilder's output is typically a mid to
mid-high value segment of a large multi-family condominium built in
prominent cities, whilst Miller Homes' focus is on single-family
homes in select regions of the UK away from London. In this regard,
Via Celere's output is more similar to that of the German
homebuilder CONSUS Real Estate AG (B-/Stable), which is well
represented in central city locations across Germany. The creation
of a dedicated portfolio to be sold to institutional investors is
also common to both Via Celere and Consus, although the German
housebuilder was forward-selling its developments ahead of
completion before its current ownership by ADO Properties SA.

The capital structure of Via Celere, following the EUR300 million
issuance, is similar to that of Miller Homes, which also issued its
inaugural senior notes (GBP400 million in October 2017) - recently
tapped for an additional GBP50 million. However, the FFO net
leverage of Miller Homes is much lower (FY19: 1.7x) given the more
established nature of its business, considering that Via Celere
only recently established its "platform" to deliver future growth
and potential for deleverage. The weaker financial profile of
Consus is the result of delayed profits.

KEY ASSUMPTIONS

-- Land spend limited to partially replenish the land bank used
    in future developments, halving the over 20,000 units
    currently available;

-- 1,425 units sold (BTS) per year in FY21 and FY22 at an average
    selling price of EUR276,000 per unit;

-- First BTR portfolio to be completed and delivered in FY23;

-- Larger dividends will be paid in FY23, resulting from the BTR
    monetization.

RATING SENSITIVITIES

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

-- Successful completion and delivery of the BTR portfolio by
    FY24, materially improving the group's net debt position for
    the long term.

-- FFO net leverage sustainably below 2.0x.

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

-- Failure to reduce FFO net leverage below 3.5x by the time the
    first BTR portfolio is expected to be delivered (FY23).

-- Shareholder-friendly policy leading to a deterioration of the
    leverage metrics.

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

Abundant Liquidity: The prospective EUR300 million secured notes
issuance will add meaningful liquidity to Via Celere. The only debt
maturing in the next five years - before the new notes due in March
2026 - will be the development loans taken by the company to fund
each development, and typically repaid when the units are
delivered. Fitch forecasts the company to maintain a solid cash
balance over the next four years given the strong cash flow
generation aided by the limited land bank spending.

ESG CONSIDERATIONS

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



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

ALTERNATIFBANK AS: Moody's Completes Review, Retains B1 Rating
--------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Alternatifbank A.S. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on March 8, 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.

Altetnatifbank A.S.' (Alternatif Bank) local currency deposit
rating of B1 is driven by its caa1 baseline credit assessment (and
the positive impact of affiliate support from its parent The
Commercial Bank (CBQ, LT bank deposits A3, BCA ba1).

The Bank's BCA is driven by adequate capitalisation against
relatively weak asset quality owing to challenging operating
conditions and significant dependence on wholesale funding.

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

HSBC BANK: Moody's Completes Review, Retains B3 Deposit Rating
--------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of HSBC Bank A.S. (Turkey) and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on March 8, 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.

HSBC Bank A.S. (Turkey) (HSBCTR) deposit ratings of B3, reflects
its baseline credit assessment of caa2, and the positive impact of
affiliate support from HSBC Holdings plc (Senior unsecured A2,
under review for possible downgrade).

HSBC-TR's BCA is driven by the very weak operating environment and
the bank's modest asset quality and profitability. This is
mitigated to some extent by adequate funding.

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

ODEA BANK: Moody's Completes Review, Retains Caa1 Deposit Ratings
-----------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Odea Bank A.S. and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on March 8, 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.

Odea Bank A.S.' Caa1 deposit ratings incorporates its caa1 baseline
credit assessment and no impact of affiliate support from its
Lebanese parent Bank Audi S.A.L. or government support from
Turkey.

Odea's BCA of caa1 reflects high problem loans, low profitability
and modest capitalisation in a very weak operating environment,
only partly mitigated by moderate dependence on wholesale funding.

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

TC ZIRAAT: Moody's Completes Review, Retains B2 Deposit Rating
--------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of T.C. Ziraat Bankasi A.S. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on March 8, 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.

T.C. Ziraat Bankasi A.S. (Ziraat) B2 long-term deposit and senior
unsecured debt ratings reflect the bank's baseline credit
assessment of caa1 and the positive impact of support from the
Government of Turkey.

The bank's BCA is constrained by aggressive loan growth, capital
susceptibility to a depreciation of the Turkish lira and moderate
profitability in a very weak operating environment in Turkey,
partly offset by adequate liquidity.

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

TURKIYE GARANTI: Moody's Completes Review, Retains B2 Ratings
-------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Turkiye Garanti Bankasi A.S. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on March 8, 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.

Turkiye Garanti Bankasi A.S.'s (Garanti) B2 long-term senior
unsecured debt and local currency deposit ratings reflect its b3
baseline credit assessment as well as the positive impact of
government support.

Bank's BCA of b3 reflects its sound risk management and adequate
profitability, capital and liquidity, balanced against modest asset
quality in a very weak operating environment.

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

TURKIYE HALK: Moody's Completes Review, Retains B3 Deposit Rating
-----------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Turkiye Halk Bankasi A.S. and other ratings that are
associated with the same analytical unit. The review was conducted
through a portfolio review discussion held on March 8, 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.

Turkiye Halk Bankasi's (Halkbank) B3 local currency deposit ratings
are driven by its caa3 baseline credit assessment as well as the
positive impact of government support.

Halkbank's caa3 BCA is constrained by the bank's weak capital, lack
of international market access, governance considerations and legal
risk in a very weak operating environment in Turkey, which are not
offset by satisfactory liquidity.

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



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

GREENSILL: Greensill Family Sold US$200M Shares Prior to Collapse
-----------------------------------------------------------------
Arash Massoudi, Robert Smith and Stephen Morris at The Financial
Times report that Lex Greensill and his family sold about US$200
million of shares in Greensill Capital in 2019, cashing out during
a fundraising round led by SoftBank Vision Fund two years before
the company collapsed.

According to the FT, three people with knowledge of the matter said
Greensill and his family were able to sell part of their stake
after the giant technology fund ploughed US$1.5 billion into the
business in 2019, valuing the company at about US$3.5 billion.

SoftBank is now expecting to lose its entire investment in
Greensill after the company filed for administration in the UK last
week, the FT states.

The jobs of Greensill's several hundred employees are at risk after
talks to sell parts of the business to private equity group Apollo
Global Management fell apart last week, the FT notes.

Greensill founded the business in 2011 as an upstart in providing
supply chain finance to companies, a sector of banking that is
considered a low margin business and dominated by the largest
global banks.

The Greensill family put money back into the business as it entered
financial difficulties last year, the FT relays.  In a witness
statement to court last week, Lex Greensill said that a family
trust in his brother Peter's name lent the company US$60 million in
October 2020, the FT recounts.


TOGETHER ASSET 2021-CRE1: S&P Assigns BB+(sf) Rating on X Notes
---------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Together Asset
Backed Securitisation 2021-CRE1 PLC's (TABS 2021 CRE) class A,
B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd notes, and X-Dfrd notes. At closing,
TABS 2021 CRE also issued unrated class Z notes.

The transaction is static and securitizes a provisional portfolio
of GBP200 million mortgage loans, secured on commercial (74.5%),
mixed-use (22.4%), and residential (3.1%) properties in the U.K.

This is the first transaction S&P has rated in the U.K. that
securitizes small ticket commercial mortgage loans.

The loans in the pool were originated by Together Commercial
Finance Ltd. (a nonbank specialist lender) between 2016 and 2020.

S&P said, "We consider the nonresidential nature of most of the
pool as higher risk than a fully residential portfolio,
particularly the loss severity. We have nevertheless assessed these
loans' probability of default using our RMBS criteria as the method
by which the loans were underwritten and are serviced is similar to
that of Together's residential mortgage portfolio. On the loss
severity side, however, we have used our covered bond commercial
real estate criteria to fully capture the market value declines
associated with commercial properties."

Credit enhancement for the rated notes consists of subordination
and the non-liquidity reserve portion of the general reserve fund.
Following the step-up date, additional overcollateralization will
also provide credit enhancement. The overcollateralization will
result from the release of the excess amount from the revenue
priority of payments to the principal priority of payments.

Liquidity support for the class A notes is in the form of an
amortizing liquidity reserve fund. The nonamortizing reserve fund
can provide liquidity support to the class A to E-Dfrd notes.
Principal can also be used to pay interest on the most-senior class
outstanding (for the class A to E-Dfrd notes only).

At closing, the issuer used the issuance proceeds to purchase the
beneficial interest in the mortgage loans from the seller. The
issuer grants security over its assets in the security trustee's
favor.

S&P said, "Our cash flow analysis indicates that the available
credit enhancement for the class D-Dfrd and E-Dfrd notes is
commensurate with higher ratings than those currently assigned. The
ratings on these notes reflect their ability to withstand the
potential repercussions of the extended recovery timings and higher
default sensitivities. We also consider the relative position of
the class E-Dfrd notes in the capital structure, and potential
increased exposure to tail-end risk.

"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."

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

  Class     Rating    Amount (mil. GBP)
  A         AAA (sf)     159.753
  B-Dfrd    AA+ (sf)      11.017
  C-Dfrd    AA (sf)        8.513
  D-Dfrd    A (sf)         7.812
  E-Dfrd    BBB+ (sf)      7.211
  X-Dfrd    BB+ (sf)       9.014
  Z         NR            10.018
  Residual certs   NR        N/A

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



                           *********


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-
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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.

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