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

                          E U R O P E

          Friday, March 26, 2021, Vol. 22, No. 56

                           Headlines



D E N M A R K

SGL TRANSGROUP: Fitch Assigns B-(EXP) Rating on Upcoming Bonds
SGLT HOLDING I: S&P Affirms B Rating on EUR250M Notes, Outlook Neg.


F R A N C E

FINANCIERE HOLDING: Moody's Gives B2 Rating to EUR805MM Term Loan
FINANCIERE VERDI: Moody's Assigns B2 CFR on Strong Market Shares
FNAC DARTY: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
FNAC DARTY: S&P Alters Outlook to Stable, Affirms 'BB' LT Rating
HESTIAFLOOR 2: S&P Alters Outlook to Stable, Affirms 'B' ICR

IDEMIA FRANCE: S&P Affirms B- Issuer Rating, Outlook Now Stable
SEQENS GROUP: Moody's Affirms B3 CFR & Alters Outlook to Positive


G E R M A N Y

HAPAG-LLOYD AG: S&P Ups Rating to 'BB', Outlook Stable
ROEHM HOLDING: Moody’s Affirms B3 CFR & Alters Outlook to Stable
ROHM HOLDCO: S&P Affirms 'B-' Long-Term ICR, Outlook Stable


I R E L A N D

AVOCA CLO XII: Moody's Assigns (P)B3 Rating to Class F-R-R Notes
BLACKROCK CLO II: Moody's Assigns (P)B3 Rating to Class F-R Notes
BLACKROCK EUROPEAN II: S&P Assigns Prelim 'B-' Rating on F-R Notes
CARYSFORT PARK: S&P Assigns Prelim B- (sf) Rating on Cl. F Notes
DRYDEN 27 R EURO 2017: S&P Assigns B- (sf) Rating to Cl. F-R Notes

GLENBEIGH 2: S&P Assigns B (sf) Rating to EUR5.7MM F-Dfrd Notes
JUBILEE CLO 2014-XII: Moody's Affirms B2 Rating on Class F Notes
JUBILEE CLO 2016-XVII: Moody's Affirms B2 Rating on Class F Notes


I T A L Y

IFIS NPL 2021-1: Moody's Puts B2 Rating to EUR74.4MM Class B Notes
TELECOM ITALIA: Fitch Affirms 'BB+' LT IDR, Outlook Stable


K A Z A K H S T A N

EASTCOMTRANS LLP: Moody’s Withdraws B3 Corp Family Rating


L U X E M B O U R G

BELRON GROUP: S&P Upgrades ICR to 'BB+' on Resilient Performance


N E T H E R L A N D S

JUBILEE 2021-1: Moody's Assigns (P)Ba2 Rating to Class E Notes
PRINCESS JULIANA: Moody's Cuts $142.6M Secured Notes Rating to B1
SINT MAARTEN: Moody's Lowers Issuer Rating to Ba2, Outlook to Neg.


N O R W A Y

NORWEGIAN AIR: Moody’s Withdraws 'Ca' Class B Certs. Rating
PGS ASA: Moody's Withdraws Caa1 Sr Sec. Bank Credit Facility Rating


S L O V E N I A

HOLDING SLOVENSKE: Moody’s Affirms Ba1 CFR, Outlook Now Positive


S P A I N

AYT KUTXA II: S&P Raises Class C Notes Rating From 'B- (sf)'
FLUIDRA SA: S&P Hikes Rating to BB+ on Solid Operating Performance
MBS BANCAJA 4: Fitch Affirms CCCsf Rating on Class E Notes


S W E D E N

DDM DEBT AB: S&P Assigns Prelim 'B' ICR on Continued Growth Plans
SAS AB: Moody's Downgrades CFR to Caa1, Alters Outlook to Negative


T U R K E Y

ARCELIK SA: S&P Ups Sr. Unsec. Debt Rating to 'BB+'


U N I T E D   K I N G D O M

AI MISTRAL: S&P Cuts Rating to SD on Distressed Debt Restructuring
ASTON MARTIN: S&P Alters Outlook to Stable, Affirms 'CCC' ICR
CENTRAL NOTTINGHAMSHIRE HOSPITALS: S&P Keeps BB SPUR on Watch Neg.
CIDRON AIDA: Moody's Assigns B3 Rating to New Notes Issuance
CINEWORLD: Posts Annual Loss of More Than US$3 Billion

FLAMINGO GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR
JOHN LEWIS: Won't Reopen Eight Stores Once Lockdown Eases
LIBERTY STEEL: UK Government Explores Options to Avoid Collapse
MILLER HOMES: Fitch Corrects July 17, 2020 Ratings Report
NEPTUNE ENERGY: S&P Alters Outlook to Stable, Affirms 'BB-' ICR

PROVIDENT: Calls for Sharp Reduction in Mis-Selling Compensation
SIGNATURE AVIATION: S&P Places 'BB' ICR on CreditWatch Negative
WILLMOTT DIXON: Several Large Associations Listed as Creditors


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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D E N M A R K
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SGL TRANSGROUP: Fitch Assigns B-(EXP) Rating on Upcoming Bonds
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Fitch Ratings has assigned SGL TransGroup International A/S's
(SGLTI) upcoming senior secured bonds due in 2025 an expected
'B-(EXP)' rating with a Recovery Rating of 'RR4'. It has also
affirmed the operating group SGLT Holding I LP's (SGLT) Long-Term
Issuer Default Rating (IDR) at 'B-' with Negative Outlook. The new
notes will rank pari passu with SGLTI's existing EUR250 million
bonds, which are also affirmed at 'B-'/'RR4'.

The final rating is contingent upon receipt of final documentation
conforming materially to the preliminary documentation. The senior
secured ratings take into account the consolidated group profile.

The Negative Outlook reflects heightened execution risk following
numerous planned acquisitions, which will be funded with the new
bond issue, and Fitch's expectation that SGLT's leverage metrics
will temporarily breach Fitch's rating sensitivities in 2021 in the
absence of a full-year EBITDA contribution from the newly acquired
businesses. This is mitigated by a sound record of acquisitive
strategy and better-than-expected 2020 performance despite a
volatile trading environment due to the pandemic and resulting
disruption to economic activities globally, although downside risk
remains.

KEY RATING DRIVERS

Heightened Execution Risk: The forthcoming debt-funded acquisitions
targeted in North America, Europe and Asia will increase SGLT's
total indebtedness by around 40%, leading to heightened execution
risk in integrating the new businesses, although the implied
multiples of acquired entities are estimated to be on a par or
marginally better than the existing group's. Fitch forecasts funds
from operation (FFO) gross leverage at over 9.2x in 2021 and to
recover to within Fitch's rating sensitivities from 2022, subject
to successful integration of new acquisitions with synergies, of
which SGLT has a positive record in recent years.

Upcoming Bond Issue: The issue amount will be a minimum of EUR100
million. Up to EUR92.2 million of proceeds will be held in an
escrow account and released for funding acquisitions provided that
the funds released for any acquisition may in no event exceed the
incurrence test, which will stand at 5.0x on 31 March 2021. The
incurrence test threshold will be gradually tightened to 4.25x by
the bond maturity. Remaining proceeds will be used to repurchase
the existing EUR250 million bonds or for general corporate purposes
if the incurrence test is met.

Strong 2020 Performance: SGLT showed resilience of its business
profile during the pandemic and is expected to have hit record
EBITDA in 2020 with a double-digit growth yoy. Better-than-expected
performance was driven by stable performance from forwarding
services to non-governmental organisations through its aid,
development & projects division, which tends to be less cyclical
than commercial segments. Rapid recovery in trading activities in
Nordics, Asia and the US in the latter part of the year was also a
contributor. SGLT's asset-light business model provides resilience
and flexibility to adapt to market conditions, in Fitch's view.

Positive FCF Expected: Fitch expects SGLT to turn free cash flow
(FCF)-positive from 2020 and over the four-year rating horizon, due
to limited capex requirements and a flexible cost structure with a
high share of variable costs, although working-capital swings from
large projects can be high at times. Notwithstanding, Fitch does
not anticipate a rapid deleveraging path given the likelihood of
additional M&A activities. SGLT's core strategy involves expansion
through M&As and ambitious organic growth initiatives.

Small Scale of Operations: SGLT's positioning as a small company in
the overall price-competitive freight-forwarding market is a rating
constraint. SGLT's scale is likely to remain limited versus larger
peers' given the group's focus on niche market, while aggressive
expansion through M&A may strengthen SGLT's market position through
a wider station network and increased brand awareness. SGLT's niche
focus reduces direct competition with larger peers, but the group
remains exposed to the highly competitive nature of the
freight-forwarding industry, in Fitch's view.

Focused on Niche Market: SGLT's strategy focuses on complicated and
time-critical deliveries rather than price-sensitive bulk
assignments. Operating across all modes of transport, SGLT is
specialised in forwarding complex and tailor-made transportation
projects in its chosen sectors, including food ingredients and
additives, pharmaceuticals, fashion and retail, and specialty
automotive.

DERIVATION SUMMARY

Fitch sees SGLT's credit metrics as being in line with 'B-' rated
peers'. The credit profile is supported by the diversification of
the group's end-customer portfolio by industry, which helps offset
the impact from the pandemic and economic crisis. Fitch considers
SGLT's earnings as less volatile than that of sole carriers, such
as shipping companies, but the small size of operations constrains
the group's debt capacity.

KEY ASSUMPTIONS

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

-- Revenue to grow on average 16% a year over 2021-2023 from a
    mix of internal and external growth;

-- Stable EBITDA margins of around 4% a year over 2021-2023;

-- Capex of USD8 million over 2021-2023;

-- Acquisition capex of USD119 million in 2021;

-- EUR100 million (USD124 million) new bond issue in 2021.

Key Recovery Assumptions

-- The recovery analysis assumes that SGLT would be considered a
    going concern in a bankruptcy and that it would be reorganized
    rather than liquidated.

-- A 10% administrative claim.

-- A multiple of 5.0x and a 10% discount to pro-forma EBITDA
    post-M&A.

-- Super senior credit facility drawdown of USD37 million.

-- Fitch's waterfall analysis generated a ranked recovery in the
    'RR4' band, indicating a 'B-' instrument rating for existing
    EUR250 million and upcoming EUR100 million senior secured
    notes, which are ranked pari passu. The waterfall analysis
    output percentage on current metrics and assumptions was 43%.

RATING SENSITIVITIES

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

-- Successful implementation of upcoming M&A activities and FFO
    gross leverage sustainably below 8.5x will lead to the Outlook
    being revised to Stable;

-- Successful implementation of growth strategy, resulting in FFO
    gross leverage consistently below 6.5x would result in an
    upgrade as would the below:

-- FFO interest coverage above 2.0x;

-- Positive FCF generation; and

-- EBITDA margin above 3.5%.

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

-- FFO gross leverage consistently above 8.5x;

-- FFO interest coverage below 1.0x;

-- Negative FCF through the economic cycle.

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: As of December 2020, SGLT had available USD50
million of unrestricted cash and undrawn committed credit
facilities of USD25 million, which expire in 2022. Other than
short-term debt of USD100,000, the group does not have major debt
repayment until 2024 when its EUR250 million bond matures. This
leads to SGLT's strong liquidity in the short term, but increases
refinancing risk in the later years especially also considering the
new bond issue maturing in 2025, although some of the new bond will
be used to pay down the 2024 bonds. Fitch expects positive FCF
throughout the rating horizon, which however is insufficient to pay
down the bonds.

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.

SGLT HOLDING I: S&P Affirms B Rating on EUR250M Notes, Outlook Neg.
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S&P Global Ratings affirmed its 'B' ratings on SGLT Holding I LP
and its existing EUR250 million senior secured notes, while
assigned its 'B' issue rating to the proposed notes, with a '4'
recovery rating indicating its expectation of average recovery
(30%-50%; rounded estimate: 30%) in the event of default.

The negative outlook reflects a one-in-three possibility that S&P
would lower the rating on SGLT in the next 12 months if its
leverage and free operating cash flow (FOCF) after leases do not
improve as expected.

SGLT is issuing about EUR100 million of senior secured notes to
fund external growth.  With S&P Global Ratings-adjusted EBITDA of
close to $50 million (after special items), SGLT is a relatively
small company specializing in tailor-made complex logistics
solutions across the world, in a market that is very fragmented.
The company's revenue base has increased by about 25% over the past
few years, partly through acquisitions. External growth remains one
of the strategic priorities for the shareholders and the company as
it gradually gains scale, critical for bargaining power and
operating efficiency in the fragmented and price-competitive
logistics market, which features relatively low inherent
profitability. S&P said, "We understand that the proceeds of the
proposed notes will be earmarked for funding several identified
acquisitions during 2021. Consistent with SGLT's growth strategy,
the acquired companies will help to expand its business scope and
geographic diversity, win new customers, and enhance the degree of
entrenchment with existing large international clients that value
SGLT's ability to deliver complex multi-staged logistics solutions
across the globe. We understand that SGLT's acquisition targets are
mainly small established and profitable market players so
integration costs should be low."

S&P said, "We don't believe these acquisitions will jeopardize an
improvement of its credit metrics, even though rating headroom for
unexpected operational setbacks is limited.  We assume that the
increase in SGLT's debt will be offset by the earnings contribution
from the acquired companies. Consequently, we continue to forecast
our adjusted debt-to-EBITDA ratio will improve to about 6.5x in
2021 pro forma acquisitions in the pipeline, from about 7.3x in
2020 (in our calculation of adjusted leverage we do not deduct
about $50 million of cash at year-end 2020). The incremental
interest expense from the increase in debt should be manageable and
we expect EBITDA interest cover to remain at about 2x. While the
wider logistics sector has performed well in 2020, we acknowledge
that there is currently a high degree of uncertainty across the
world in terms of macroeconomic recovery so that any
underperformance compared with our current base-case assumptions
may postpone the forecast improvement.

"SGLT's performance was in line with our expectations in 2020, when
the leverage ratio peaked; we believe leverage could reduce
gradually during 2021 on the back of EBITDA expansion.   In 2020,
SGLT's S&P Global Ratings-adjusted EBITDA (after special items)
totaled about $48 million, up from about $46 million in 2019 and in
line with our expectations. SGLT's revenue growth of around 13% in
2020 (including acquisitions, some of which were not consolidated
for the full financial year) was not able to fully offset the
increase in costs partly caused by the COVID-19 pandemic. Therefore
profitability reduced slightly, with the EBITDA margin at 4% in
2020 versus about 4.3% in 2019. The company reported an organic
revenue increase of about 8% supported by strong organic growth at
the Danish subsidiary, partly fueled by a sharp increase in demand
for personal protective equipment that helped offset declining
revenue in the U.S., severely affected by COVID-19. SGLT's
resilient top line performance was also to an extent attributable
to its very diverse customer base with limited correlation between
individual customers and end industries, as well as its ability to
pass on fluctuations in shipping and air freight rates that have
increased substantially during 2020.

"In 2021, we forecast FOCF (after lease payments) to reach up to
$10 million depending on working capital management.  This is
assuming continuous organic growth at the Danish subsidiary,
gradual recovery of the U.S. business, lower special items
including those related to COVID-19, and increased contribution
from companies acquired in 2020. FOCF after lease payments was
positive at about $15 million last year, but boosted by about $18
million of positive working capital inflow that we think will
reverse in the future, at least partly. We consider sustained
positive FOCF generation underpinned by the low capex needs typical
for the logistics industry as a stabilizing rating factor. In
addition, cash flow generation should benefit from SGLT's global
leading position in providing tailor-made multi-modal solutions in
areas of armed conflict, natural disasters, land-locked countries,
and countries with poor infrastructure, on behalf of various aid
and humanitarian organizations such as the U.N. These operations
(so far accounting for 10%-15% of total revenue) are recurring and
we understand they generate above-average returns. With the urgent
need for vaccination worldwide, we understand this segment might
receive a substantial growth boost from the pandemic (see "Freight
Forwarder SGLT Holding I LP Outlook Revised To Negative On
Weaker-Than-Expected Metrics; 'B' Ratings Affirmed," published Oct.
21, 2020, on RatingsDirect).

SGLT's liquidity remains adequate and a prudent approach to
managing liquidity remains key.  With positive free cash flow in
2020, SGLT strengthened its cash on hand to about $50 million at
year-end 2020 from $33 million in June 2020. SGLT's liquidity
remains supported by its asset-light business model, limited gross
capital expenditure (capex) needs, which we assume at $5 million-$6
million annually, no debt maturities in the next few years, and no
financial maintenance covenants to comply with. SGLT's $25 million
committed facility from Bank of America due in August 2022 was
undrawn at year-end 2020. The company's notes are subject to a
requirement that the amount outstanding under the working capital
facilities should be less than the amount of cash on hand and
accounts receivables qualifying as liquidity sources, subject to a
leverage ratio ("clean-down test"). S&P understands that any
upcoming acquisition spend in 2021 will be financed with the
proceeds of the proposed notes, and the company will renew its
existing working capital credit lines in a timely manner, which it
considers to be at least one year before maturity.

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects.  

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

S&P said, "The negative outlook reflects the one-in-three
probability that we could lower the rating on SGLT in the next 12
months if the company's leverage and FOCF do not improve as
expected.

"We would lower the rating if SGLT's EBITDA generation (pro forma
acquisitions) trends significantly below our base-case forecasts,
hampering the anticipated improvement in adjusted debt to EBITDA to
below 6.5x, and if its FOCF (after lease payments) does not turn
markedly positive in the next 12 months. This could happen due to
unforeseen operating setbacks, such as the loss of a few key
customers and reduced demand from existing clients; aggressive
external growth initiatives involving increased use of debt not
compensated for by corresponding growth in earnings; or unexpected
material shareholder remuneration. We could also downgrade SGLT if
the company's liquidity deteriorates such that the ratio of
liquidity sources relative to uses falls below 1.2x for the coming
12 months.

"We would revise the outlook to stable if our adjusted debt to
EBITDA metric for SGLT improves to below 6.5x in the next 12
months, underpinned by steady EBITDA growth and stable debt, along
with positive FOCF supporting adequate liquidity."




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F R A N C E
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FINANCIERE HOLDING: Moody's Gives B2 Rating to EUR805MM Term Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Financiere
Holding CEP (France)'s EUR805 million senior secured 1st lien term
loan B1 due in 2027. Moody's has concurrently downgraded to B2 from
B1 CEP's existing EUR725 million senior secured 1st lien term loan
B due in 2027 as well as HESTIA HOLDING's EUR50 million guaranteed
senior secured 1st lien revolving credit facility due 2026. Moody's
has also affirmed HESTIA HOLDING's Caa1 EUR125 million, to be
reduced to EUR45 million, guaranteed senior secured 2nd lien term
loan maturing in 2028 as well as HESTIA HOLDING's B2 corporate
family rating and B2-PD probability of default rating. The outlooks
on all aforementioned issuers remain stable.

The rating on CEP's existing EUR725 million loan will be withdrawn
once repaid following the issuance of the new facility.

RATINGS RATIONALE

The rating action was prompted by the change in liability structure
following the company's refinancing of 80 million of its 2nd lien
term loan through incremental increase in its 1st lien term loan B.
The downgrade to B2 of the 1st lien term loan B and revolver
reflects the increased level of loss given default given the
reduction in the loss absorbing cushion provided by the 2nd lien
term loan, following its fall in its size. The 2nd lien term loan
was itself affirmed at Caa1 reflecting its unchanged position in
the capital structure.

The B2 CFR of HESTIA HOLDING was also affirmed reflecting the
leverage neutral impact of the transaction. HESTIA HOLDING's B2 CFR
continues to reflect the group's very high profitability, leading
position in the French loan insurance market, strong resilience of
revenue streams and cash flows and sound liquidity profile. The
rating is constrained by the group's very high financial leverage.

The group's performance was resilient in 2020, despite the COVID 19
crisis, driven by the overperformance of the insurance brokerage
and efficient cost control. Net revenue increased in 2020 to EUR245
million compared to EUR238 million in 2019.

Outlook

The outlook of CEP is stable and reflects Moody's expectation that
CEP will maintain solid profitability and will reduce sustainably
financial leverage below 7x through EBITDA growth over the next two
years. It also reflects the group's solid liquidity profile.

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

Positive pressure on CEP's ratings could result in case of a
decrease in leverage as evidenced by an adjusted debt-to-EBITDA
ratio below 5.5x, or of a material increase in CEP's
diversification, geographically or by business line, without a
material reduction of the EBITDA margin.

Conversely, negative pressure on CEP's ratings could arise if the
adjusted debt-to-EBITDA were to remain consistently above 7x, if
the EBITDA margin were to fall below 30%, or if the liquidity
profile were to deteriorate.

Issuer: HESTIA HOLDING

Affirmations:

Long-term Corporate Family Rating, affirmed B2

Probability of Default Rating, affirmed B2-PD

Backed Senior Secured EUR125 million Second Lien Term Loan,
affirmed Caa1

Downgrade:

Backed Senior Secured EUR50 million First Lien Revolving Credit
Facility, downgraded to B2 from B1

Outlook Action:

Outlook remains Stable

Issuer: Financiere Holding CEP (France)

Assignment

Senior Secured EUR805 million First Lien Term Loan B1, assigned
B2

Downgrade:

Senior Secured EUR725 million First Lien Term Loan B, downgraded
to B2 from B1

Outlook Action:

Outlook remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.

FINANCIERE VERDI: Moody's Assigns B2 CFR on Strong Market Shares
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and B2-PD probability of default rating to Financiere Verdi I
S.A.S., the top entity of Ethypharm restricted group. At the same
time, Moody's has assigned a B2 instrument rating to the new EUR270
million guaranteed senior secured term loan B, the GBP245 million
guaranteed senior secured TLB and the EUR84 million guaranteed
senior secured multi-currency revolving credit facility made
available to Financiere Verdi I S.A.S., Ethypharm S.A.S., Ethypharm
UK Holdings Ltd and Orphea Limited. The outlook on all ratings is
stable.

The debt proceeds, together with EUR56 million of cash on balance,
will be used to refinance the current debt structure, including
EUR296 million senior secured TLB, GBP212 million senior secured
TLB and EUR93 million PIK notes, and fees and other transaction
costs.

The ratings assigned to the new senior secured term loan B and
senior secured multi currency RCF assume that the final transaction
documents will not be materially different from draft legal
documentation reviewed by Moody's to date and that these agreements
are legally valid, binding and enforceable.

RATINGS RATIONALE

The B2 rating reflects Ethypharm's strong market positions in niche
applications of pain, addiction, depression and critical care with
fairly high barriers to entry; its adequate geographic
diversification with strong market shares on its core markets in
France and UK and with a good footprint in China including the
development of in-licensing partnerships on rare diseases; its good
liquidity with good track record of sizable cash balances; and
strong Moody's adjusted free cash flow (FCF) generation that the
agency expects at around EUR30 million to EUR35 million over the
next 12 to 18 months.

Conversely, Ethypharm's rating is constrained by its high Moody's
adjusted gross leverage of 6.1x at end of 2020 pro forma the
transaction with deleveraging dependent on earnings growth; its
modest relative scale with some degree of concentration in the
central nervous system (CNS) therapeutic area albeit with a broad
product offering; the potential litigation risk around addiction
products although the company has a good track record of managing
such risks; and event risks related to potential future
acquisitions that could delay deleveraging.

Over the next 12 to 18 months, Moody's expects Ethypharm will grow
in the mid-single digits, supported by its current portfolio and
expected launch of four products before end-2022, the development
of medical cannabis in France and Germany, where the company has
signed two in-licensing partnerships to market and distribute
medical cannabis in the first stage of medical testing. The
reintroduction in December 2020 of Baclocur to treat alcohol
addiction into the French market, following a short marketing
interruption because of legal proceedings not directly related to
the company, should also support earnings growth because alcohol
addiction treatments in France currently have low market
penetration.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Ethypharm's
operating performance will continue to be strong over the next 12
to 18 months, allowing earnings growth and good FCF generation and
Moody's adjusted gross debt will improve towards 5.5x by 2022. The
outlook assumes that the company will not undertake any major
debt-funded acquisitions or shareholder distributions.

LIQUIDITY PROFILE

Moody's expects Ethypharm to have good liquidity over the next
12-18 months, supported by expected cash balances of EUR81 million
pro forma the transaction, access to its RCF of EUR84 million which
Moody's expects it to be undrawn at closing, the agency's
expectations of annual Moody's adjusted FCF of around EUR30 million
to EUR45 million, and no debt maturities until 2028.

The RCF includes a springing financial covenant set at a
consolidated senior secured net leverage of 9.5x, tested only when
the RCF is drawn by more than 40%. Moody's anticipates the company
will have significant capacity against this threshold if tested.

STRUCTURAL CONSIDERATIONS

The B2-PD PDR, in line with the CFR, reflects Moody's assumption of
a 50% family recovery rate, typical for covenant lite secured loan
structures.

The B2 rating assigned to the EUR270 million senior secured term
loan B, GBP245 million senior secured term loan B, and RCF of EUR84
million reflects their pari passu ranking, with upstream guarantees
from material subsidiaries of the Ethypharm group that account for
at least 80% of the group's EBITDA. The security package consists
of share pledges, intragroup receivables, material bank accounts.
French corporate law imposes limitations on the validity of
upstream guarantees.

In addition to the senior secured facilities, Financiere Verdi I
S.A.S. capital structure also includes convertible bonds. Per
Moody's hybrid and shareholder loan methodology, these are
considered to be equity and not included in Moody's leverage
metrics or loss given default waterfall.

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

Upward pressure could develop if Ethypharm's strong operating
performance continues allowing its Moody's adjusted gross leverage
to move below 4.5x on a sustainable basis, and if its Moody's
adjusted FCF to debt ratio increases above 10% on a sustained
basis.

Negative pressure on the rating could occur if (i) Ethypharm's
Moody's adjusted gross debt/EBITDA were to remain above 5.5x beyond
2022; (ii) or Ethypharm's operating performance deteriorates
leading to a Moody's free cash flow generation below 5% on a
sustained basis or a to a deterioration of the company's good
liquidity profile; or (iii) the company undertakes large
debt-financed acquisitions or shareholder distributions, materially
deteriorating credit metrics or delaying deleveraging.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Ethypharm is a mid-size specialty European pharmaceutical company
focused on the development, regulatory filing and manufacturing of
complex generics and specialty branded products for the therapeutic
areas of pain, addiction and depression (central nervous system)
and emergency critical care. The company was founded in 1977 and
acquired by PAI Partners in July 2016. During 2020, Ethypharm
generated revenue of EUR357 million and a reported EBITDA of EUR98
million.

FNAC DARTY: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has changed the outlook of France-based
retailer FNAC DARTY SA to stable from negative. Concurrently,
Moody's has affirmed the company's Ba2 corporate family rating and
Ba2-PD probability of default rating. At the same time, Moody's has
downgraded the senior unsecured ratings of Fnac Darty's EUR300
million notes due in 2024 and EUR350 million notes due in 2026 to
Ba3 from Ba2.

"The stabilisation of the outlook reflects Fnac Darty's solid
trading performance in 2020, notably during the key Christmas
period, and despite the impact of the coronavirus pandemic", said
Guillaume Leglise, a Moody's Assistant Vice President -- Analyst
and Lead Analyst for Fnac Darty. "While trading conditions remain
challenging, with some store closures since January 2021 in France,
we expect Fnac Darty's leverage to improve to below 4.0x and
liquidity to remain good over the next 18 months", added Mr
Leglise.

The downgrade of the outstanding senior unsecured notes to Ba3, one
notch below the Ba2 CFR, reflects the removal of guarantees from
operating subsidiaries and the resulting structural subordination
of the notes to sizable liabilities of Fnac Darty's operating
subsidiaries, including trade payables, pensions and operating
leases.

RATINGS RATIONALE

The outlook stabilisation primarily reflects Fnac Darty's good
management of the effects of the pandemic crisis on its operations
and financials. The company posted resilient results during the key
Christmas period with like-for-like sales growth of 9.6% during
Q4-2020. During 2020, Fnac Darty's sales were up 1.9%, mostly
driven by an accelerated shift to online shopping which mitigated
the decline in store sales. Also, stay-at-home orders and lower
consumer spending on travel and leisure, have favoured purchases of
home furnishing equipment, including electronic products.

Moody's estimates that Fnac Darty's leverage (Moody's-adjusted
gross debt to EBITDA) was around 5.0x at end-December 2020. Pro
forma the repayment of the State guaranteed loan, leverage would be
around 4.1x. The rating agency expects the company's leverage to
trend below 4.0x over the next 12 to 18 months, mostly thanks to
improved sales and earnings, which will position Fnac Darty more
strongly in the rating category.

Moody's believes that downside risks to profitability remain due to
the prolonged effects of the pandemic, as illustrated by the
current lockdown imposed in a number of European countries since
January, including partial lockdowns in France. However, Moody's
believes that trading conditions will gradually improve and that
the company's strong omnichannel operations will help mitigate the
headwinds in 2021.

Fnac Darty has good liquidity. As at end-December 2020, the company
had EUR1.6 billion of cash available and access to an undrawn
committed revolving credit facility (RCF) of EUR400 million. Fnac
Darty needs a large liquidity buffer because of the high
seasonality of its activities. But, given its resilient trading
performance in 2020 and ability to generate positive free cash flow
(FCF), on an annual basis, Fnac Darty recently decided to repay its
EUR500 million State guaranteed loan, which was contracted in 2020
at the height of the pandemic crisis. Pro forma this transaction,
the company will still have good liquidity, supported by the recent
renewal of its RCF and its upsizing to EUR500 million from EUR400
million. Also, the recent issuance of a EUR200 million convertible
bond due 2027, which will be used to refinance the EUR200 million
term loan due in 2023, will further extend the company's debt
maturity profile.

The company recorded positive FCF generation of €166 million
(Moody's-adjusted) in 2020, mostly thanks to working capital
inflows and lower capital spending. Moody's expects the company
will continue to generate positive FCF in the next 2 years despite
a reversal in working capital and higher capital spending linked to
digital and logistic investments in the next 12-18 months. While
Fnac Darty has announced the resumption of dividend payments this
year, Moody's expects the company to maintain a balanced financial
policy, given its net leverage commitment of below 2.0x, which
approximately equates to 4.3x Moody's gross adjusted leverage.

Social risks are increasing because of changing consumer
preferences and spending patterns. The shift to online has
increased the margin pressure on incumbent retailers like Fnac
Darty. The company will need to continue to invest in digital and
logistic operations to improve the customer experience. The
company's new strategic initiatives announced in February 2021
target a further enhancement of its omnichannel capabilities.

STRUCTURAL CONSIDERATIONS

The downgrade of the senior unsecured notes rating to Ba3 from Ba2
reflects the recent removal of upstream guarantees from the bond
documentation, and from all other credit facilities. The Ba3 rating
assigned to the EUR650 million senior unsecured notes, one-notch
below the Ba2 CFR, reflects their pari passu position in the
capital structure with the new EUR500 million syndicated RCF, the
EUR100 million EIB loan and the newly issued EUR200 million
convertible bond. Because there are no upstream guarantees from
Fnac Darty's guarantor subsidiaries, Moody's ranks the company's
non-financial liabilities at the top of the debt waterfall,
including sizeable trade payables (EUR1.8 billion at end-December
2020, although given the company's seasonality trade payables can
be lower during the rest of the year), short-term lease commitments
and Darty's UK pension liabilities (a legacy pension scheme from
Comet).

OUTLOOK RATIONALE

The stable outlook reflects Moody's expectations that Fnac Darty's
credit metrics will remain adequate for the rating category and
that the company will maintain a good liquidity profile in the next
12-18 months. While earnings and margins will continue to be
negatively affected by store lockdowns in 2021, Moody's expects
profitability will gradually improve and the company will continue
to generate positive FCF in the next 2 years.

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

Moody's could consider a positive rating action if Fnac Darty's
gross debt/EBITDA ratio approaches 3.5x and an EBIT/interest ratio
at or above 2.5x, on a Moody's-adjusted basis. This would require
an increase in earnings, approaching the levels achieved before the
coronavirus outbreak. A positive rating action would also require
sustained positive FCF generation and the maintenance of a prudent
financial policy.

Conversely, Moody's could downgrade Fnac Darty if its (gross)
debt/EBITDA ratio is sustainably above 4.5x or if its EBIT/interest
ratio approaches 2.0x, on a Moody's-adjusted basis. Deteriorating
liquidity, a more aggressive financial policy or persistently
negative FCF could also trigger a rating downgrade.

PRINCIPAL METHODOGY

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

COMPANY PROFILE

Fnac Darty is one of the leading European retailers of cultural,
leisure and technological products, with EUR7.5 billion of revenue
in 2020. It has a diversified product mix across consumer
electronics (TV, video, audio, photo and phones), household
appliances, editorial products (books, audio, video, gaming, toys)
and services (after-sales, insurance, ticketing and gift cards,
among others). The company has become the market leader in consumer
electronics and leisure products in France after the acquisition of
Darty in 2016. Fnac Darty is listed on the Paris Exchange and has a
current market capitalisation of around EUR1.7 billion.

FNAC DARTY: S&P Alters Outlook to Stable, Affirms 'BB' LT Rating
----------------------------------------------------------------
S&P Global Ratings revised its outlook on French consumer
electronics retailer FNAC Darty SA (FNAC Darty) to stable from
negative and affirmed its 'BB' long-term rating.

The stable outlook on FNAC Darty reflects S&P's view that, despite
still-depressed trading due to COVID-19-related disruption, the
group's omnichannel capabilities will enable it to maintain S&P
Global Ratings-adjusted debt to EBITDA of about 2.0x in 2021 and
2022, alongside robust discretionary operating cash flow (DCF)
after leases repayment

FNAC Darty's operating performance has been resilient against the
impact of COVID-19-related lockdowns in France.

In 2020, FNAC Darty was forced to close all stores in France for
three months in compliance with government-enforced measures to
contain the pandemic. The mandatory store closures in the first
lockdown (March-May) significantly hit the group's topline and
EBITDA, by -8% and -42% respectively in first-half 2020. However,
recovery in sales in the second half of the year has been very
strong, despite a second lockdown in November 2020. The reopening
of all nonessential stores in December 2020 enabled FNAC Darty to
operate as normal during the Black Friday and the Christmas
shopping season, two crucial events in terms of sales and EBITDA
generation. S&P said, "As a result, the company reported growth of
1.9% and of 0.6% on a like for like basis in 2020 compared with
2019, and its S&P Global Ratings-adjusted EBITDA contracted by only
5% in 2020 versus 2019, compared with our previous expectation of a
decline of up to 20%. We believe that French households'
consumption and purchasing power has supported the recovery in
sales, thanks to ongoing employment safeguards put in place by the
government." In addition, the demand for information technology
(IT) and entertainment products has significantly increased in 2020
due to more people working from home and ongoing social distancing
measures. As a consequence of this resilient performance, our
adjusted leverage ratio for FNAC Darty was 2.1x and funds from
operations (FFO) to debt was 39% in 2020, which is in line with the
current rating.

S&P said, "We do not expect continuing COVID-19-related
restrictions in France will significantly affect FNAC Darty's
operating performance in 2021.   The closure of all shopping areas
of more than 20,000 square meters (sqm) in France, and of more than
10,000 sqm in regions with high infection levels, only concerns
less than 10% of FNAC Darty's total store network. Additionally,
the French government's recent announcement of further
restrictions, including a partial lockdown in Paris, will have only
a marginal impact on FNAC Darty, because the list of essential
stores has been extended to include book and CD shops, as well as
IT-equipment retailers. Also, like in 2020, we expect a partial
transfer of the group's offline sales to online, mitigating the
impact of further lockdowns on the group's topline. More
importantly, more than half of group's sales and EBITDA are
concentrated in the second half of the year and we expect that, by
year-end 2021, the COVID-19 situation will have improved." Lastly,
the increase in work-from-home is likely to translate in
structurally higher demand for IT and home equipment products,
which should to stimulate the group's growth in 2021 and 2022,
although some of this may be mitigated by lower consumer confidence
and pressured spending power, given state support to the economy
should fade as the health crisis dissipates.

FNAC Darty's profitability should remain subdued in 2021 due to
increasing share of online revenue, but will pick-up thereafter
thanks to the group's new initiatives.  FNAC Darty announced the
launch of a cost cutting program, which includes the optimization
of its existing store network and investment in logistics to
support online growth. Additionally, the group's new business plan
aims to develop more profit-friendly subscription-based services
with its Darty Max offer, which could prove attractive for
customers, considering the group's product offering covers most of
home equipment from IT equipment to white goods. S&P therefore
anticipate that these initiatives should compensate for the
acceleration of less profitable online sales from 2021. In 2020,
online sales (click and collect) represented about 30% of total
sales compared with 20% in 2019. Although click and collect sales
are as profitable as sales in stores, about 50% of online sales are
home deliveries, which are more costly in terms of logistics, and
hence reduce the group's overall profitability. Additionally, there
has been a drop in some of the group's most profit accretive sales
from services and repairs, given they are usually generated in
store, further pressuring margins. Lastly, the pandemic has had a
material effect on the group's other profit accretive activity,
ticketing. However, in 2020, employee furlough schemes and strong
cost control on operating expenses and rent renegotiation mitigated
the impact from the shift in sales channels on profitability,
translating into a decline in the company's S&P Global
Ratings-adjusted EBITDA margin to 7.6% from 8.3%.

S&P said, "In line with 2020, we expect FNAC Darty's free cash flow
will remain robust, although the group's working capital
investments and capital expenditure (capex) should resume.   In
2020, free operating cash flow (FOCF) after leases repayment
increased to above EUR160 million from EUR125 million in 2019 due
to a working capital inflow and a significant capex reduction.
Strict control of year end inventories and the extension of trade
payables because of controlled purchasing policy in the context of
the COVID-19 pandemic have contributed to this performance.
However, inventories management led to some products being out of
stock at year-end. We therefore expect an inventory build-up in
order to sustain the demand in 2021, and anticipate a neutral
change in working capital in 2021 compared with an inflow in 2020.
Similarly, we expect capex will normalize in 2021 at about EUR120
million, after a significant drop in 2020 in order to preserve cash
flow, because the group will continue to invest in logistics and IT
to support online growth and to reduce online sales costs.

"FNAC Darty will resume shareholder remuneration, but we don't
expect that will translate in a deterioration of the group's credit
metrics, given its clear financial policy.   The group recently
announced reimbursement of its state guaranteed loan and planned
dividend distributions of EUR26 million in 2021. Despite this, we
still expect a positive DCF generation by the end of 2021 in excess
of EUR100 million. Additionally, the company has set a new
financial policy framework, introducing a targeted net leverage
ratio. It will distribute dividends only if this ratio is below
2.0x. The ratio is measured as of end-June when the cash position
is usually the lowest, with the company excluding the impact of
International Financial Reporting Standards (IFRS) 16 from net debt
and 12 months rolling EBITDA calculations. This translates into our
expectation of S&P Global Ratings-adjusted debt to EBITDA remaining
below 3.0x from June 2021, which is in line with the current
rating. Considering the group's seasonality in cash, leverage
should decrease by about 1x at end-December. We believe
management's track record of prudent financial policy and risk
management will enable the company to maintain sound credit metrics
and DCF despite the still-depressed retail environment.

"We view FNAC Darty's liquidity as robust.  Our assessment is
supported by the recent refinancing of its revolving credit
facility (RCF) by EUR100 million to EUR500 million and the
extension of its maturity to 2026 with the option to extend it for
another two years, and the issuance of EUR200 million of new
convertible bonds maturing in 2027 to refinance its EUR200 million
amortizing term loan maturing in 2023. This has enabled the group
to extend its maturities, reduced its overall cost of debt, and to
secure its liquidity resources. It also demonstrated the company's
sound relationship with banks in a macroeconomic context, which
remains uncertain due to the pandemic."

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

S&P said, "The stable outlook reflects our view that, although
trading will likely stay depressed in the retail industry until
mid-2021 due to COVID-19-related disruption, FNAC Darty should
achieve 1%-2% growth in 2021, mostly driven by an increase in
e-commerce sales, and maintain a stable operating margin thanks to
additional cost savings. We forecast adjusted debt to EBITDA at
below 2.0x for 2021 and 2022, along with cash flow generation after
dividends and lease payments of more than EUR100 million."

S&P could take a negative rating action if the ongoing movement
restrictions or weaker consumer confidence prevent FNAC Darty from
sustaining positive trading momentum in 2021, which could result in
weaker earnings and cash flows than we currently anticipate. In
particular, S&P could lower the ratings if:

-- S&P Global Ratings-adjusted debt to EBITDA approaches 3.0x;

-- Funds from operations (FFO) to debt falls below 30%;

-- EBITDAR coverage drops sustainably below 2.0x; or

-- FOCF after leases repayment turns materially negative.

A positive rating action would hinge on FNAC Darty's ability to
restore its profitability to historical levels, and maintain its
year-end S&P Global Ratings-adjusted debt to EBITDA at well below
2.0x. It would also need to demonstrate an EBITDAR coverage ratio
approaching 2.5x, and cash flow generation after dividends and
lease payments well in excess of EUR100 million. More importantly,
a positive rating action would also hinge on the group's continued
commitment to a prudent financial policy, translating into
sustained deleveraging.


HESTIAFLOOR 2: S&P Alters Outlook to Stable, Affirms 'B' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on Hestiafloor 2, Gerflor's
intermediate parent, to stable from negative and affirmed its 'B'
long-term issuer credit and issue ratings on the company.

The stable outlook reflects S&P's view that Gerflor will swiftly
recover in most end markets, while maintaining solid operating
margins, with adjusted leverage of about 6.3x-6.5x.

S&P said, "We expect Gerflor to recover most of its business
activity in 2021-2022.  In 2020, Gerflor's sales declined by about
9%, which is slightly better than our previous expectations of a
12% drop. It is also slightly better than the performance of
Gerflor's main peers in resilient flooring. Gerflor was
particularly affected by the severe lockdowns measures in Western
Europe in the first part of 2020, as well as challenging
macroeconomic conditions in some commercial segments, such as
transport, workspaces, and the retail end markets. Going forward,
we expect that the company will recover most of its sales in 2021,
except in some challenging end markets, in particular
transport--although the latter represents only 10% of the group's
sales. Gerflor's EBITDA declined at a similar rate to revenue in
2020, and margins were broadly stable despite lower activity. In
2021-2022, we expect margin to slightly increase on the back of a
return to a more favorable country/product mix, a reduction of
COVID-19-related costs, and cost-saving initiatives. We understand
that current trading for the first months of the year has been
robust, and ahead of last year's performance.

"In our view, Gerflor will continue to benefit from strong market
positions and diverse end-market exposure.   Health care, social
housing, education, and residential end markets represent a
majority of Gerflor's activities and are sectors we consider quite
resilient. We believe that market fundamentals in these sectors
remain unchanged following COVID-19. In fact, the health care and
aged-care flooring markets could benefit from heightened
investments following the pandemic. The European stimulus packages
could also boost the recovery in the medium term. In addition, we
note that about 75% of Gerflor's sales are targeted at renovation
and maintenance, which we consider more stable than the new-build
end market. With about 25% market share, the company remains a
leader in the European resilient flooring market, with strong
positions in France and Germany."

Gerflor's cash flow generation supports the ratings.   In 2020,
Gerflor's FOCF was over EUR45 million, on the back of its robust
performance, good working capital management, and contained capital
expenditure (capex). In 2021, S&P forecasts FOCF will slightly
reduce due to productivity capex and product development.

S&P said, "We forecast adjusted leverage of 6.3x-6.5x in 2021-2022.
  The pick-up in activity compared with 2020, especially in the
second quarter, mainly explains the improvement in leverage. That
said, we note that the company has limited leverage headroom in our
base case. We also expect EBITDA interest coverage of over 5x in
the coming years."

The potential acquisition will not weaken Gerflor's credit metrics.
  The target will complement Gerflor's current offering. Gerflor
will fund the acquisition with a EUR50 million add-on to its term
loan and on-balance-sheet cash. S&P said, "We understand that the
transaction would slightly improve the group's adjusted leverage.
We are not aware of material restructuring costs and assume that
the integration will be smooth."

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

The stable outlook reflects S&P's view that Gerflor will swiftly
recover in most end markets, while maintaining solid operating
margins, with adjusted leverage of about 6.3x-6.5x.

S&P could lower the ratings if:

-- Gerflor's main end markets do not recover, or further
deteriorate, such that Gerflor's adjusted leverage remains
sustainably above 6.5x.

-- The company experiences severe margin pressure, as a result of
operating issues or unmanaged cost increases, leading to lower FOCF
than our base case;

-- Liquidity pressure arises; or

-- Gerflor and its financial sponsor follow a more aggressive
strategy with regards to higher leverage or shareholder returns.

In S&P's view, the probability of an upgrade over its 12-month
rating horizon is limited, reflecting the group's high leverage.

Private-equity ownership may increase the possibility of higher
leverage or shareholder returns. Therefore, S&P could raise the
rating if:

-- Adjusted debt to EBITDA reduces consistently to below 5x;

-- Funds from operations (FFO) to debt increases consistently to
above 12%; and

-- Gerflor and its owners show a commitment to lowering and
maintaining leverage metrics at these levels.


IDEMIA FRANCE: S&P Affirms B- Issuer Rating, Outlook Now Stable
---------------------------------------------------------------
S&P Global Ratings revised its outlook on French identity solutions
and smart card provider Idemia France SAS to stable from negative
and affirmed its 'B-' issuer rating and issue rating.

The stable outlook indicates that Idemia is forecast to expand
revenue by 1%-3%, increase profitability, and stabilize capital
expenditure (capex) in 2021, amid favorable working capital
movements. As a result, it should post moderately negative FOCF
after leases and adjusted leverage of about 9.0x (excluding
preferred shares).

Idemia's expected return to neutral FOCF was hampered by the
pandemic, which disrupted its market, and by adverse foreign
exchange (FX) changes.

It therefore reported another year of negative FOCF in 2020 as its
revenue dropped by 7% (3% on a comparable basis) and EBITDA fell by
about EUR50 million (including EUR36 million of non-recurring
costs).

The government solutions segment, which brings in nearly half of
revenue, was hardest hit.

Lockdowns prevented citizens from accessing public facilities to
obtain and renew identity documents (IDs). Revenue dropped 5.4%
compared with 2019, on a constant FX and perimeter basis. The
travel restrictions during 2020 also cut into the travel pre-check
business offered by the U.S. Transportation Security Administration
(TSA). The secure enterprise transactions segment reported a
decline of 1.1%, mainly because lockdowns caused the authentication
business to underperform.

The company managed to reduce capex to about EUR170 million in 2020
(including capitalized development costs) from EUR196 million in
2019.

However, Idemia's relatively low EBITDA margin, still-material
restructuring costs, and high debt service, combined with a
top-line decline caused reported FOCF after lease payments to be
negative by EUR60 million. S&P had previously expected FOCF to be
neutral.

S&P no longer treat Idemia's EUR784 million preferred shares as
debt, given that these securities meet our noncommon equity
criteria requirements.

Consequently, S&P Global Ratings-adjusted leverage in 2020 was
9.7x, rather than 12.6x. S&P's debt treatment of the EUR328 million
shareholder loan remains unchanged. However, we understand the
company is considering converting the entire shareholder loan to
preferred shares, on the same terms as the current preferred
shares. Excluding the shareholder loan, S&P calculates that
adjusted leverage would have been 8.5x in 2020.

S&P said, "When lockdown and mobility restrictions ease, we
anticipate that Idemia's performance will start to recover.

S&P's base case suggests revenue growth of 2% in 2021 and a further
3%-4% growth in 2022 (assuming constant FX rates of about 1.19
USD/EUR). Both government and enterprise solutions are likely to
see a progressive recovery as lockdowns and travel restrictions
start to ease. Growth could also benefit from the positive momentum
in the payments and connectivity segments as the use of metal and
eco-friendly cards, 5G deployments, biometrics terminals, and
digital IDs increases.

A global shortage of chipsets may limit Idemia's ability to sell
its products.

All of the chips the company needs are purchased from semiconductor
manufacturers. The company has now secured around 93% of its 2021
chip needs and will take further actions to secure 100% of the
planned volumes for 2021 and 2022. For example, it could continue
to sign early contracts with suppliers and commit to paying higher
prices. Under S&P's base case, it assumes that Idemia will be able
to fully cover its backlog in 2021 but that this will do moderate
damage to its profitability margin.

Under S&P's base case, it expects Idemia's FOCF to be slightly
negative after leases in 2021, and then positive in 2022, based on
the top-line and EBITDA improvements.

Idemia anticipate about EUR25 million-EUR30 million in positive
working capital changes related to action plans implemented after
the pandemic disruptions in 2020, for which the cash inflows will
fully materialize in 2021. These actions included optimized
inventory management, more favorable payment terms with suppliers,
and improvements to government contracts. S&P also anticipates that
capex will remain stable at EUR165 million-EUR170 in 2021-2022; it
fell by about EUR26 million in 2020 compared with 2019.

In S&P's view, failure to restore its FOCF generation in line with
its base case could lead to an unsustainable capital structure.

Given that it is still unclear how long the pandemic-related
disruptions will last, there are still downside risks, mainly in
the travel sector. It is also unclear whether Idemia can achieve
the working capital inflows it has estimated. Moreover, Idemia
still relies heavily on third parties to supply chipsets. Should
Idemia fail to deliver revenue growth or to optimize its cost
structure, S&P could reconsider our view on the sustainability of
its capital structure.

Idemia should benefit from positive market developments because its
mission critical products and services give it a leading position
in the market.

The company holds a No. 2 position as a provider of payment cards
and services to financial institutions (after Gemalto, owned by
Thales). These segments represented about 38% of the company's
revenue in 2020. In the connectivity segment, which represents 8%
of Idemia's revenue, the company is the No. 2 provider of SIM
cards. Moreover, Idemia holds a No. 1 position in civil IDs and
public security services market in the U.S. and a No. 2 position
outside the U.S.

Idemia's markets are highly competitive and success depends on
scale and the ability to provide end-to-end services while
controlling key aspects of the hardware (80% of Idemia's revenues)
and software (20%).

S&P said, "In our view, Idemia's moderate scale and its No. 2
position in some business segments could constrain its ability to
grow as it plans. That said, we expect Idemia to maintain a stable
market share for the next two-to-three years as the company
harnesses its broad product and services offerings and keeps
investing in research and development (R&D) to seize the
opportunity provided by the pandemic of an accelerated digital
transition. For example, we see a rising demand for digital IDs,
digital and biometric identification and authentication, growing
cybersecurity concerns, and increasing use of digital payment cards
and digital transactions globally." The main growth has come from
developing countries.

The stable outlook indicates that as Idemia recovers from the
pandemic-related business disruptions in 2020, it is likely to post
revenue growth of 1%-3%. Its EBITDA margin could increase to 13%.
S&P also expects Idemia to report slightly negative reported FOCF
after leases in 2021, up from negative EUR60 million in 2020, and
about 8.0x adjusted leverage (excluding the shareholder loan) or
9.0x (including the shareholder loan).

S&P said, "We could lower the rating if the group's reported FOCF
after leases underperformed our expectations and if leverage
deteriorated sustainably and significantly above 8.0x (excluding
the shareholder loan) or 9.0x (including the shareholder loan).
This may occur if Idemia's recovery is weaker than we currently
anticipate, due to persisting mobility restrictions and
confinements, major competitive setbacks in key segments, or if the
company fails to capitalize on the market trends.

"We could also lower the rating if Idemia's liquidity position
deteriorated significantly or we saw a heightened risk of a
specific default event, such as distressed exchange or similar
restructuring.

"We could raise the rating if Idemia's revenue and profitability
prospects improved materially, likely from favorable market trends
and improved market position in its key operating segments. This
would result in above EUR50 million FOCF generation after lease
payments, adjusted FOCF to debt approaching 5% (including the
shareholder loan) and adjusted leverage sustainably below 6.5x
(excluding the shareholder loan) or below 7.5x (including the
shareholder loan), while maintaining adequate liquidity."


SEQENS GROUP: Moody's Affirms B3 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service has affirmed Seqens Group Holding
corporate family rating at B3 and its probability of default rating
at B3-PD. Concurrently, Moody's affirmed at B3 the instrument
ratings of its equivalent EUR647 million senior secured term loans
due 2023 and the EUR90 million senior secured revolving credit
facility due in June 2022 raised by Seqens Group Bidco, a direct
subsidiary of Seqens.

The outlook on both entities has been changed to positive from
stable.

"The positive outlook on Seqens' B3 rating reflects the successful
turnaround of its operational production issues in combination with
the remarkable resilience of its pharmaceutical business, amid the
Covid 19 crisis, enabling the company to reduce its leverage
meaningfully in 2020," said Janko Lukac, Moody's Vice President and
Senior Analyst. "Furthermore, the company's liquidity improved in
2020 by decent free cash flow generation of about EUR25 million and
an additional EUR15 million loan that was obtained from BPI
France."

RATINGS RATIONALE

Moody's has changed the outlook to positive from stable reflecting
the decline of Seqens' leverage to about 6.2x adj. debt/EBITDA by
year end 2020 from about 8.1x adj. debt/EBITDA in 2019 due to
strong demand for its pharmaceutical product offering and the
conclusion of two strategic development projects. Furthermore, the
successful remediation of production issues in the company's Limay
facility, which negatively impacted Seqens' results in 2018 and
2019, helped to increase Moody's adj. EBITDA margin by about 4
percentage points to about 14.7% in 2020.

For 2021, Moody's expects Seqens to grow its sales moderately by
about 3% - 5% considering the positive impact from two strategic
development projects in pharmaceuticals and specialty ingredients,
which concluded only in the second half of 2020. Pharmaceuticals
solutions and specialty ingredients products are likely to show
good demand characteristics due to moderately growing end market
demand, while the mineral specialties business is likely to benefit
from the gradual industrial recovery from Covid 19. At the same
time Moody's expect a moderate decline in margins due to higher raw
material prices. Consequently, the company's leverage is likely to
only decline to slightly below 6.0x in 2021 and only decline
materially below 6.0x in 2022 on the back of additional growth
projects contributing to topline.

LIQUIDITY PROFILE

Moody's views the company's liquidity position as adequate, with
EUR61 million cash on balance at the end of December 2020 of which
about EUR45 million to EUR50 million are tied up in the group's day
to day business. This leaves Seqens with limited headroom for
material operating underperformance or cost overruns in its capex
program as its EUR90 million committed RCF maturing in June 2022
was drawn at EUR61 million by the end of December 2020. Moody's
does project a moderate negative free cash flow of about EUR5
million over the next 12 months due to ongoing investments into new
production capacity. In case of significant operating
underperformance Moody's expects the company to pause / delay
growth projects as partially done in 2019 and 2020.
The company has a springing net leverage covenant which is tested
on its RCF when it is drawn by more than 35%. The headroom is
anticipated to be sufficient, given the covenant has been set at
7.0x and stands at around 5.0x by end of December 2020 and is
likely to decline afterwards, gradually.

GOVERNANCE

The company is owned by a consortium of private equity firms led by
the listed group Eurazeo. Private equity funds tend to have higher
tolerance for leverage, a greater propensity to favor shareholders
over creditors as well as a greater appetite for M&A to maximize
growth and their return on their investment. Eurazeo's decision to
fund the acquisition of PCI synthesis partially by drawings under
the RCF, running a considerable investment program and only
strengthening Seqens' tight liquidity with an additional $15
million loan from BPI France at the top of the Covid 19 crisis
reflects in Moody's view a fairly aggressive and shareholder
oriented financial policy.

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

An upward revision of the rating would likely result from (1)
adjusted EBITDA margins remaining in mid-teens; (2)
Moody's-adjusted leverage ratio declining below 6.0x on a sustained
basis and; (3) restoring the group's liquidity to historic levels
on a sustainable basis and (4) material positive cash flow
generation.

Downward pressure on the rating could occur if (1) the group's
liquidity deteriorates further, (2) adjusted EBITDA margins decline
to below 10% on a sustained basis; (3) FCF remains negative in 2020
and beyond; (4) Moody's-adjusted debt/EBITDA ratio does not reduce
over the next 12- 18 months; and (5) operational production issues
re-emerge and materially affect the group's performance in future.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Lyon, France, Seqens is an integrated global
leader in pharmaceutical (about 70% of 2020's company reported
EBITDA) solutions and specialty ingredients serving end markets
such as cosmetics, electronics, food and feed, homecare and
environment.



=============
G E R M A N Y
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HAPAG-LLOYD AG: S&P Ups Rating to 'BB', Outlook Stable
------------------------------------------------------
S&P Global Ratings upgrading Hapag-Lloyd AG to 'BB' from 'BB-'. At
the same time, S&P raised its issue rating on the company's senior
unsecured debt to 'BB' from 'B' and revising the recovery rating to
'3' from '6'. S&P also assigned its 'BB' issue and '3' recovery
ratings to the proposed EUR300 million senior unsecured notes due
2028.

S&P said, "The stable outlook reflects our expectation that freight
rates will fall to historical averages (from the current abnormally
high levels) in the second half of 2021, resulting in lower EBITDA
generation for Hapag-Lloyd, and that Hapag-Lloyd will maintain S&P
Global Ratings-adjusted funds from operations (FFO) to debt of at
least 25%, our threshold for a 'BB' rating."

The COVID-19 pandemic and subsequent multiple national lockdowns
across the globe prompted a remarkable shift in consumption, toward
tangible goods from services. The combination of accelerated
penetration of e-commerce, bottlenecks in air freight logistics
from lower availability of belly capacity in passenger aircraft,
congested marine ports, and a shortage of containers triggered a
surge in container shipping freight rates toward the end of 2020.

Rates continued to strengthen into 2021. In particular, the freight
rates on the main container liner trades--Transpacific and
Asia-Europe--hit record highs at the end of February 2021.
According to Clarksons Research, the Shanghai Containerized Freight
Index (SCFI) increased by close to 35% in 2020, compared with 2019,
to an average of 1,234 points. In the year to date, it has trended
between 2,700-2,900 points, far above its 10-year historical
average of 950 points.

Growth in global trade volumes also turned positive from the third
quarter of 2020, and has gained momentum in subsequent months.
According to estimates by Clarksons Research, the global seaborne
container trade shrank by about 1% overall in 2020, but had seen a
7% decline in the first half of 2020. Global trade recovery
remained solid into the first quarter of 2021, despite the usual
seasonal slowdown. As a result, S&P now forecasts a recovery in
shipped volumes consistent with the global GDP growth of about 5%
in 2021.

S&P expects container liners to pursue their disciplined capacity
deployment, and that containership supply growth will remain muted
over the next several quarters. There has been no incentive to
place new large orders by industry players, given the subdued
contracting activity since late 2015. Therefore, the containership
order book is historically low--12% of the total global fleet.
Persistent funding constraints, potential pandemic-related
disruptions, more stringent regulation on sulfur emissions
(permitting only 0.5% sulfur emission from January 2020), and
broader considerations about greenhouse emissions in
general--particularly in the context of decarbonization--will
likely result in uncertainties over the costs and benefits of
various technologies and fuel, and should limit ordering in 2021.

Low levels of new containership orders have translated into much
tighter supply conditions. S&P expects this to continue in 2021,
underpinning solid industry trading. Soon after the initial
COVID-19 outbreak, there was a withdrawal of sailings from China
and container liners continued to adjust capacities to demand
trends in a timely manner throughout 2020. These measures
demonstrate industry players' reactive supply management, which S&P
considers normal in a sector that has been through several rounds
of consolidation in recent years. The five largest container
shipping companies now have a combined market share of about 65%,
up from 30% around 15 years ago.

In 2020, Hapag-Lloyd achieved S&P Global Ratings-adjusted EBITDA of
EUR2.7 billion, which is above EUR2.0 billion in 2019 and our
October forecast. Stronger-than-expected operating performance was
largely due to a significant increase in freight rates in the
fourth quarter and was supported by low bunker fuel prices and
successful cost containing measures over the year, despite a slight
decline in trade volumes, whose recovery in the second half of the
year did not fully offset the drop in the first half. Fueled by the
extraordinarily strong first quarter of 2021 on account of the
record-high rates, which we expect to moderate as favorable
pandemic-related effects ease, and supported by the anticipated
low-single-digit growth in trade volumes, our 2021 EBITDA forecast
is now EUR3.0 billion-EUR3.5 billion, which is significantly above
EUR2.0 billion in S&P's October base-case.

Hapag-Lloyd deployed its 2020 strong free operating cash flows for
debt reduction. The company lowered its adjusted debt to EUR4.9
billion as of Dec. 31, 2020, compared to EUR6.7 billion a year ago.
S&P said, "This, in combination with EBITDA expansion, led to a
significant improvement in our adjusted FFO-to-debt ratio to 49% in
2020, compared to about 23% in 2019 and our October forecast of
26%-27%. We furthermore expect the company to maintain the reduced
adjusted debt level in 2021. This is despite Hapag-Lloyd's order
for six liquid natural gas (LNG) powered ultra large container
vessels in December 2020 for a total of $1 billion, which are
scheduled for delivery in 2023. With prepayments already starting
in 2021, this should raise Hapag-Lloyd's capital investments beyond
the relatively low level of about EUR430 million-EUR530 million in
2019-2020. We also expect the company's discretionary spending to
increase with the proposed dividend of EUR3.50 per share for 2020,
as compared to EUR1.10 per share for 2019, which translates to
about EUR625 million cash outflows in 2021, as well as a recently
announced acquisition of a Dutch shipping company with a strong
foothold in Africa. That said, we expect the higher cash outflows
for capital expenditures (capex) and discretionary spending to be
fully absorbed by the anticipated strong operating performance in
2021, which also should be sufficient to cover the annual debt
service requirements." This leads to a further improvement in
credit measures, with an adjusted FFO to debt forecast of 60%-65%
in 2021.

S&P said, "We do not view Hapag-Lloyd's EBITDA in 2020 and expected
in 2021 as sustainable. We anticipate that once the
pandemic-related effects ease, freight rates, currently
extraordinarily high, will moderate later in 2021. We still believe
the company will be able to turn its present EBITDA strength into
sustainable EBITDA-value of about EUR2.0 billion from 2022,
assuming the industry players' stringent capacity management and
tariff-setting discipline, as well as Hapag-Lloyd's consistent grip
on cost control and ability to recover bunker price inflation. We
continue to believe that the container liner industry is tied to
cyclical supply-and-demand conditions, which will likely translate
to fluctuations in Hapag-Lloyd's EBITDA performance. That said, we
still believe because of the industry consolidation and
demonstrated more rationale behavior by container liners, the
swings in freight rates will be flatter and their peak-to-through
periods shorter than in the past.

"We view Hapag-Lloyd's financial policy as essential in balancing
off the anticipated decrease in free operating cash flow (after
lease payments) in 2022. We expect Hapag-Lloyd's EBITDA to moderate
to about EUR2.0 billion from 2022 while capital spending rises with
an order for six new LNG vessels. This could be complemented by
additional capex for new ships and/or containers seeing that the
ratio of capex to depreciation remained below 1.0x during the last
five years. That said, as demonstrated during the past few years,
the company is unlikely to order new ships on a speculative basis
or absent favorable demand prospects. We factor into our upgrade
Hapag-Lloyd's flexibility and discipline in discretionary spending,
which is key to prevent a material build-up in adjusted debt and
keep the rating commensurate credit metrics. We also take into
account Hapag-Lloyd's stated intention to maintain a ratio of net
debt to EBITDA (leverage target) at maximum 3.0x, compared with
1.8x achieved in the 12 months ending Dec. 31, 2020. This compares
with our base-case projection of adjusted debt (including pension
adjustment) to EBITDA of 2.7x in 2022."

Outlook

The stable outlook reflects S&P's expectations that freight rates
will fall to historical averages in the second half of 2021,
resulting in Hapag-Lloyds's EBITDA moderating to about EUR2.0
billion and weighted-average adjusted FFO to debt staying above
25%. S&P thinks this will be underpinned by the sustained capacity
discipline of the industry players and Hapag-Lloyds's balanced
financial policy.

Upside scenario

S&P said, "We could raise the rating if our adjusted FFO-to-debt
ratio stays above 35% once freight rates moderate. In our view,
this will largely depend on Hapag-Lloyd's ability and willingness
to keep adjusted debt at around the current lowered level of below
EUR5 billion." This would mean shareholder remuneration will remain
prudent and Hapag-Lloyd will not unexpectedly embark on any
significant debt-financed fleet expansion or mergers and
acquisitions not accompanied with an offsetting increase in
earnings.

Downside scenario

S&P said, "We could lower the rating if Hapag-Lloyd's EBITDA
sustainably plunged below EUR2.0 billion; for example, if trade
volumes were much lower than we anticipate and the industry's
measures to adjust capacity to sluggish demand were ineffective,
resulting in worsened freight rate conditions. Alternatively, we
could lower the ratings if Hapag-Lloyd was unable to offset
fuel-cost inflation because of unsuccessful pass-through efforts or
a failure to realize cost efficiencies. This would mean adjusted
FFO to debt deteriorating to less than 25%, with limited prospects
of improvement.

"A downgrade would also be likely if the company adopted a
more-aggressive financial policy, resulting in credit measures
falling short of our rating guidelines."

Company Description

Hapag-Lloyd is a leading global container liner, with 237 modern
ships, 12 million twenty-foot equivalent units (TEUs) of cargo
transported per year, and about 13,100 employees in 395 offices
spanning 129 countries. The company has a fleet with a total
capacity of approximately 1.7 million TEUs, as well as a container
stock of more than 2.7 million TEUs, including one of the world's
largest and most modern refrigerated container fleets. Its global
network provides connections between more than 600 ports on every
continent.

Hapag-Lloyd is owned by CSAV Germany Container Holding GmbH
(30.0%), Klaus Michael Kuhne (including Kuhne Holding AG and Kuhne
Maritime GmbH) (30.0%), HGV Hamburger Gesellschaft fur Vermogens-
und Beteiligungsmanagement mbH (13.9%), Qatar Investment Authority
(12.3%), and Saudi Arabia's Public Investment Fund (10.2%), with a
3.6% free float.

  Ratings Score Snapshot

  Issuer Credit Rating: BB/Stable/--

  Business risk: Fair

  Country risk: Intermediate
  Industry risk: High
  Competitive position: Satisfactory
  Financial risk: Intermediate

  Cash flow/leverage: Intermediate
  Anchor: bb+

  Modifiers

  Diversification/portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: Neutral (no impact)
  Liquidity: Adequate (no impact)
  Management and governance: Satisfactory (no impact)
  Comparable rating analysis: Negative (-1 notch)


ROEHM HOLDING: Moody’s Affirms B3 CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and the B3-PD probability of default rating of Roehm Holding GmbH
and the B3 the instrument ratings for the senior secured term loan
B and senior secured revolving credit facility. The outlook was
changed to stable from negative.

RATINGS RATIONALE

Moody's has changed the outlook to stable from negative against a
stronger than expected operating performance in 2020, EBITDA
contributions from its excellence programme and strong liquidity
that will support funding of Roehm's LiMA project.

Against a strong Q4 2020 Moody's expect EBITDA for 2020 to come in
at EUR281 million, up from Moody's previous expectation of EUR266
million. A recovery of global demand for MMA and a tightening
supply situation in North America and Europe in the second half of
2020 supported the EBITDA generation. This dynamic resulted in
significantly higher spot prices during the second half of 2020. As
a result, Moody's-adjusted gross leverage amounted to 7.9x
debt/EBITDA, which is below the previous forecast of 8.4x.

In its EBITDA projection for 2021 Moody's has considered the
expectation that the current positive market environment will
continue to support Roehm's revenue growth and profitability. The
recovery in demand from key end-markets such as automotive and
construction is likely to last throughout 2021. Additionally,
higher capacity utilisation will support margins. Efficiency
measures should result in additional EBITDA contributions in excess
of EUR50 million in the next 12-18 months.

The closure of Mitsubishi's Beaumont facility in the US in March
2021 will further tighten MMA supply in North America. Given its
existing presence in the US, Roehm is well-positioned to benefit
from that closure. On February 24, 2021 Roehm announced its
intention to go ahead with its plans to construct a new MMA plant
in Texas, USA. The plant, pending final investment decision, will
be based on its proprietary LiMA technology and will be built at an
estimated cost of around EUR430 million over the next three years
in cooperation with OQ Chemicals (OQ Chemicals International
Holding GmbH, B3 stable). Despite strongly increasing capex Moody's
expects Roehm's gross leverage to fall further in the next 12-18
months to levels of around 7.0x driven by a further improving
EBITDA and the usage of its existing sizeable cash balance for the
capex programme.

Roehm's liquidity remains solid with positive FCF generation of
around EUR90 million in 2020 and cash and cash equivalents of
EUR234 million as of December 31, 2020. The expected payment of at
least EUR64 million related to deferred considerations from Roehm's
previous owner Evonik in 2021 will further support liquidity.
However, the high capital expenditures required for the planned
LiMA facility will constrain FCF over the coming years. Utilization
of Roehm's EUR300 million committed revolving credit facility was
UR75 million, after having temporarily drawn down EUR170 million in
March 2020. Working capital improvements were partly the result of
the further increase of a factoring programme that is currently
used with an amount of around EUR80 million.

Moody's would like to draw attention to certain governance
considerations with respect to Roehm. The company is tightly
controlled by funds managed by Advent International which, as is
often the case in highly levered, private equity sponsored deals,
has a high tolerance for leverage and governance is comparatively
less transparent.

RATIONALE FOR STABLE OUTLOOK

The stable outlook factors in the continuing recovery of Roehm's
end markets, supporting its volumes and margins. Moody's expects
leverage of around 7.0x over the coming 24 months, absent any major
cost overruns or delays for its LiMA project.

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

Moody's could downgrade the ratings if (1) FCF generation were to
deteriorate by turning negative or if liquidity deteriorates; (2)
Moody's-adjusted debt/EBITDA remains sustainably above 7.0x.

Moody's could upgrade the ratings if debt/EBITDA were to fall
sustainably well below 6.0x supported by a stabilization of MMA
prices, resumption of growth in Roehm's main end markets, and
further incremental EBITDA contribution from capex debottlenecking
projects as well as benefits from ongoing restructuring measures.
Moody's also expects the generation of free cash flows before
investments in its LiMA project.

COMPANY PROFILE

Roehm is one of the world's largest methyl methacrylate (MMA)
producers as measured by market share. It is owned by funds managed
by private equity firm Advent International. Roehm for the last
twelve months ending December 2020 had sales of around EUR1.53
billion and Moody's-adjusted EBITDA of EUR281 million, or a 18.4%
margin.

PRINCIPAL METHODOLOGY

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

ROHM HOLDCO: S&P Affirms 'B-' Long-Term ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on methacrylate producer Rohm HoldCo II GmbH, and its 'B-' issue
rating on its senior secured debt.

S&P said, "The stable outlook reflects our expectation of modest
deleveraging supported by the current favorable market environment,
despite continued supply and demand volatility, with adjusted debt
to EBITDA still above 6.5x in the coming years. We also expect
prudent liquidity management in the investment phase of the LiMA
project, including sequencing of capex and handling of execution
risks.

"Rohm performed better than we expected in 2020, benefiting from
some end market diversity, but it is still subject to high
supply/demand and price volatility.  The company posted S&P Global
Ratings-adjusted EBITDA of EUR273 million in 2020, compared with
our base-case mid-point of EUR220 million-EUR230 million. This is
more resilient than expected, supported notably by volume and price
uptick in the second half 2020. Volumes benefitted from the
increased business in acrylic sheets used as personal protective
equipment during the pandemic, partly offsetting the drop in
volumes destined to the auto market, mostly molding compounds,
heavily affected by the downturn. We estimate total volumes rise
year on year included a potential catch-up effect notably in
fourth-quarter 2020. MMA prices also rebounded very strongly from
their 10-year-record low in June 2020 at EUR1,300 per ton, to a
10-year-record high of over EUR2,000 per ton in early 2021. This
mirrors highly cyclical prices that are sensitive to supply and
demand. While the pandemic-induced downturn was unprecedented in
terms of falling demand in some end-markets, pointing to the price
drop, we also estimate the supply side has had a material positive
impact on prices in recent periods, including unplanned shutdowns,
start-up delays, or the recently announced shutdown of a 150
kiloton U.S. plant by Mitsubishi Chemicals. While these supply
disruptions still support current prices and benefit Rohm's
profitability in the year to date, we anticipate a new price
normalization in the course of 2021 since new capacities coming on
stream are expected to slightly outpace demand.

"We expect 2021 EBITDA growth will be driven by market support and
company cost savings.   Our base case for 2021 factors in modest
volume growth and overall slight improvement in average selling
prices, although this embeds significant quarter-over-quarter
fluctuations. We also anticipate the company will continue deliver
its cost savings program, aiming for about EUR34 million of net
savings in 2021, up from EUR27 million achieved in 2020. We
forecast 2021 adjusted EBITDA of about EUR310 million-EUR315
million, noting that the recent positive trading update may provide
some upside."

Better performance resulted in strongly positive free cash flow and
more supportive credit metrics than anticipated, still aligned with
our expectations for the rating.  Rohm generated close to EUR100
million in free cash flow in 2020, after still relatively high
capex (EUR98 million), and strong improvement in working capital
(of which a marginal portion linked to factoring utilization). S&P
said, "This resulted in a cash balance of EUR234 million at the end
of 2020, which we view as very comfortable, and EUR225 million
availability under the revolving credit facility (RCF), of which
EUR95 million was repaid during 2020. Since we do not net cash in
our calculations, this resulted in adjusted debt to EBITDA of about
8x for 2020, compared with our previous expectation of about 10x.
This is still relatively high in absolute terms and compared with
our guidance of 6.5x for a 'B' rating. Our base case for 2021
translates into modest deleveraging, pointing to about 7x adjusted
debt to EBITDA. We also expect free cash flow will decline
materially, based on rising capex linked to growth investments."

The LiMA project should benefit the company's cost position at
completion .  Rohm has decided to invest in a new 250 kilo-ton MMA
production plant that will use the proprietary LiMA technology,
which employs ethylene as feedstock. S&P said, "We estimate that
the technology's higher cost efficiency, helped by the raw
material's wide availability and improved energy efficiency versus
Rohm's current C3 technology, will benefit the company's overall
cost position and profitability, which is key for a commodity
chemicals producer. As such, management expects a run-rate EBITDA
contribution in excess of EUR125 million from the plant, although
this is not expected before 2025. We note that a competitor already
uses ethylene-based MMA production, therefore this project
addresses some of Rohm's competitive threats in our view."

S&P said, "We consider the project as sizable for Rohm and will
weigh materially on free cash flows until completed.  It involves a
total EUR432 million capex over 2021-2024, with peak capex in 2022
and 2023. This is expected to be funded from cash on balance sheet
and internally generated cash. While we view the cash management
plan as prudent, we bear in mind inherent execution risks
associated with the project such as potential start-up delays or
cost overruns. Together with strongly negative free cash flows in
peak investment years, this is also a key constraining factor for
rating upside at this stage.

"The stable outlook indicates that we expect Rohm will gradually
reduce leverage in the coming years alongside retaining adequate
liquidity and headroom under its springing covenants. The
deleveraging will be essentially driven by EBITDA growth, since we
do not net cash. It is therefore highly dependent on volatile MMA
markets. We also expect prudent fund management in the peak
investment phase. Headroom at the current rating level is
relatively comfortable.

"We could lower the ratings if the capital structure became
unsustainable, or if the liquidity profile were to deteriorate
materially in the investment phase. This could notably stem from an
abrupt fall in MMA volumes or prices, subject to supply and demand
patterns, or if the plant construction encounters unexpected
challenges."

Ratings upside is constrained at this stage by high adjusted debt
to EBITDA and by the expectation of recurring negative free cash
flows. A higher rating would require adjusted debt to EBITDA
sustainably at 6.5x or less, and prospects of improved free cash
flows, which could be achieved closer to the LiMA project
completion, under S&P's current base case.



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I R E L A N D
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AVOCA CLO XII: Moody's Assigns (P)B3 Rating to Class F-R-R Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing Notes to be issued by
Avoca CLO XII Designated Activity Company (the "Issuer"):

EUR229,000,000 Class A-R-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR50,000,000 Class A Senior Secured Floating Rate Loan due 2034
Notes, Assigned (P)Aaa (sf)

EUR25,000,000 Class B-1-R-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR20,000,000 Class B-2-R-R Senior Secured Fixed Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR31,500,000 Class C-R-R Deferrable Mezzanine Floating Rate Notes
due 2034, Assigned (P)A2 (sf)

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

EUR22,500,000 Class E-R-R Deferrable Junior Floating Rate Notes
due 2034, Assigned (P)Ba3 (sf)

EUR13,500,000 Class F-R-R Deferrable Junior Floating Rate Notes
due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer will issue the Notes in connection with the refinancing
of the following Classes of Notes (the "Original Notes"): Class A
Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes
and Class F Notes due 2027, originally issued on August 5, 2014
(the "Original Issue Date"). The Class A-1R Notes, Class A-2R
Notes, Class B-R Notes, Class C-R Notes, Class D-R Notes, Class E-R
Notes and Class F-R Notes due 2030 were refinanced on April 5,
2017.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 90% ramped up as of the closing date
and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will be
acquired during the 5 month ramp-up period in compliance with the
portfolio guidelines.

KKR Credit Advisors (Ireland) Unlimited Company 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
4.6 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.

In addition to the eight classes of debts issued by Moody's, the
Issuer also issued EUR52,200,000 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 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:

Par Amount: EUR450,000,000

Diversity Score: 56

Weighted Average Rating Factor (WARF): 3000

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 45.30%

Weighted Average Life (WAL): 8.5 years

BLACKROCK CLO II: Moody's Assigns (P)B3 Rating to Class F-R Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to refinancing notes and loan to be issued by BlackRock
European CLO II DAC (the "Issuer"):

EUR73,000,000 Class A-R-N Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR175,000,000 Class A-R-L Senior Secured Floating Rate Loan due
2034, Assigned (P)Aaa (sf)

EUR39,000,000 Class B-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR27,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A3 (sf)

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

EUR24,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR10,000,000 Class F-R 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.

As part of this reset, 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 senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be fully ramped up as of the closing date
and comprises predominantly corporate loans to obligors domiciled
in Western Europe.

BlackRock Investment Management (UK) Limited ("BlackRock IM") will
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's four-year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit impaired 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 and loan's performance is subject to uncertainty.
The notes and loan's 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 and loan's performance.

Moody's modelled 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 modelling assumptions:

Target par: EUR400 million

Defaulted Par: None as of February 11, 2021

Diversity Score: 55

Weighted Average Rating Factor (WARF): 3100

Weighted Average Spread (WAS): 3.5%

Weighted Average Coupon (WAC): 5.0%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5years

BLACKROCK EUROPEAN II: S&P Assigns Prelim 'B-' Rating on F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to BlackRock
European CLO II DAC's class A, A-Loan, B-R-R, C-R-R, D-R-R, E-R-R
and F-R notes. At closing, the issuer will also issue EUR43.80
million of unrated subordinated notes.

The transaction is a reset of the existing BlackRock European CLO
II DAC, which refinanced in July 2019.

The issuance proceeds of the refinancing notes will be used to
redeem the refinanced notes (class A-R, B-R, C-R, D-R, E-R, and F
of the original Blackrock European CLO II transaction), and pay
fees and expenses incurred in connection with the reset.

The reinvestment period, originally scheduled to last until January
2021, will be extended to July 2025. The covenanted maximum
weighted-average life will be 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.

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

  Portfolio Benchmarks

  S&P Global Ratings weighted-average rating factor   2788.41
  Default rate dispersion                              741.19
  Weighted-average life (years)                          4.54
  Obligor diversity measure                            142.10
  Industry diversity measure                            23.14
  Regional diversity measure                             1.42
  Weighted-average rating                                 'B'
  'CCC' category rated assets (%)                        8.23
  'AAA' weighted-average recovery rate                  37.85
  Floating-rate assets (%)                              87.50
  Weighted-average spread (net of floors; %)             3.73

S&P said, "We also modeled the reference weighted-average spread of
3.50%, the reference weighted-average coupon of 5.00%, and the
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 B-R-R, C-R-R
and D-R-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 preliminary ratings on the notes.

"Elavon Financial Services DAC, is the bank account provider and
custodian. At closing, we expect the documented downgrade remedies
to be in line with our current counterparty criteria.

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

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

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

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

"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-Loan and
class A-R-R to E-R-R 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-R notes."

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

  Ratings List

  Class     Prelim.    Prelim. amount  Interest rate (%)   Sub(%)

            rating       (mil. EUR)
  A-R-R     AAA (sf)        73.00      3M EURIBOR 0.79     38.00
  A-Loan    AAA (sf)       175.00      3M EURIBOR 0.79     38.00
  B-R-R     AA (sf)         39.00      3M EURIBOR 1.65     28.25
  C-R-R     A (sf)          27.00      3M EURIBOR 2.35     21.50
  D-R-R     BBB- (sf)       24.00      3M EURIBOR 3.50     15.50
  E-R-R     BB- (sf)        24.00      3M EURIBOR 6.30      9.50
  F-R       B- (sf)         10.00      3M EURIBOR 8.81      7.00
  Sub notes NR              43.80      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.
NR--Not rated.
N/A--Not applicable.


CARYSFORT PARK: S&P Assigns Prelim B- (sf) Rating on Cl. F Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Carysfort
Park CLO DAC's class X, A-1, A-2, B, C, D, and E notes. At closing,
the issuer will issue subordinated notes.

The preliminary ratings reflect S&P's assessment of:

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

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

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

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

-- The transaction's counterparty risks, which S&P expects to be
in line with our counterparty rating framework.

  Portfolio Benchmarks
                                                  Current
  S&P weighted-average rating factor             2,683.01
  Default rate dispersion                          668.79
  Weighted-average life (years)                      5.12
  Obligor diversity measure                        139.26
  Industry diversity measure                        14.70
  Regional diversity measure                         1.11

  Transaction Key Metrics
                                                  Current
  Portfolio weighted-average rating
     derived from our CDO evaluator                     B
  'CCC' category rated assets (%)                    4.90
  Actual 'AAA' weighted-average recovery (%)        35.87
  Covenanted weighted-average spread (%)             3.65
  Covenanted weighted-average coupon (%)             4.00

Loss mitigation loans

Under the transaction documents, the issuer can purchase loss
mitigation loans, which are assets of an existing collateral
obligation held by the issuer offered in connection with
bankruptcy, workout, or restructuring of the obligation, to improve
the related collateral obligation's recovery value.

Loss mitigation loans allow the issuer to participate in potential
new financing initiatives by the borrower in default. This feature
aims to mitigate the risk of other market participants taking
advantage of CLO restrictions, which typically do not allow the CLO
to participate in a defaulted entity's new financing request.
Hence, this feature increases the chance of a higher recovery for
the CLO. While the objective is positive, it can also lead to par
erosion, as additional funds will be placed with an entity that is
under distress or in default. This may cause greater volatility in
our ratings if the positive effect of the obligations does not
materialize. In our view, the presence of a bucket for loss
mitigation loans, the restrictions on the use of interest and
principal proceeds to purchase those assets, and the limitations in
reclassifying proceeds received from those assets from principal to
interest help to mitigate the risk.

The purchase of loss mitigation loans is not subject to the
reinvestment criteria or the eligibility criteria. The issuer may
purchase loss mitigation loans using interest proceeds, principal
proceeds, or amounts in the supplemental reserve account. The use
of interest proceeds to purchase loss mitigation loans is subject
to:

-- The manager determining that there are sufficient interest
proceeds to pay interest on all the rated notes on the upcoming
payment date; and

Following the purchase of a loss mitigation loan, all coverage
tests and the reinvestment par value test must be satisfied.
The use of principal proceeds is subject to:

-- Passing par value tests;

-- The manager having built sufficient excess par in the
transaction so that the aggregate collateral principal amount is
equal to or exceeds the portfolio's reinvestment target par balance
after the reinvestment;

-- The loss mitigation loan being a debt obligation, ranking
senior or pari passu with the related collateral obligation, having
a par value greater than or equal to its purchase price and not
having a maturity date exceeding the maturity date of the rated
note.

Loss mitigation loans that are debt obligations and have limited
deviation from the eligibility criteria will receive collateral
value credit for overcollateralization carrying value purposes. To
protect the transaction from par erosion, amounts received from
loss mitigation loans originally purchased with principal proceeds
or loss mitigation loans that have been given a carrying value will
form part of the principal account proceeds, whereas for all other
loss mitigation loans, any amounts can be characterized as interest
at the manager's discretion. Loss mitigation loans that do not meet
this version of the eligibility criteria will receive zero credit.

The cumulative exposure to loss mitigation loans purchased with
principal is limited to 5% of the target par amount. The cumulative
exposure to loss mitigation loans purchased with principal and
interest is limited to 10% of the target par amount.

Rating rationale

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.3 years after
closing.

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

"In our cash flow analysis, we used the EUR390.50 million
amortizing target par amount, the covenanted weighted-average
spread (3.65%), the reference weighted-average coupon (4.00%), and
actual weighted-average recovery rates at each rating level. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

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

Until the end of the reinvestment period on July 28, 2025, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class X to D notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class A-2, B, and C
notes could withstand stresses commensurate with higher rating
levels than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our preliminary ratings assigned to the notes.

"For the class E notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC' rating. However, we have applied our
'CCC' rating criteria resulting in a 'B-' rating to this class of
notes."

The one notch of ratings uplift (to 'B-') from the model generated
results (of 'CCC'), reflects several key factors, including:

-- Credit enhancement comparison: We noted that the available
credit enhancement for this class of notes is in the same range as
other CLOs that we rate, and that have recently been issued in
Europe.

-- Portfolio characteristics: The portfolio's average credit
quality is similar to other recent CLOs.

S&P said, "Our model generated break even default rate at the 'B-'
rating level of 25.52% (for a portfolio with a weighted-average
life of 5.12 years), versus if we were to consider a long-term
sustainable default rate of 3.1% for 5.12 years, which would result
in a target default rate of 15.87%.

"We also noted that the actual portfolio is generating higher
spreads versus the covenanted threshold that we have modelled in
our cash flow analysis.

"For us to assign a rating in the 'CCC' category, we also assessed
(i) whether the tranche is vulnerable to non-payments in the near
future, (ii) if there is a one in two chances for this note to
default, and (iii) if we envision this tranche to default in the
next 12-18 months.

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

"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our preliminary ratings are commensurate
with the available credit enhancement for all the rated classes 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-1 to D notes
to five of the 10 hypothetical scenarios we looked at in our
publication "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020.

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

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Blackstone
Ireland Ltd.

  Ratings List

  Class    Prelim.   Prelim. amount  Interest   Credit
           rating      (mil. EUR)    rate (%)   enhancement (%)

  X        AAA (sf)       1.50       3mE + 0.28      N/A
  A-1      AAA (sf)     244.00       3mE + 0.80    39.00
  A-2      AA (sf)       40.00       3mE + 1.25    29.00
  B        A (sf)        28.00       3mE + 2.05    22.00
  C        BBB (sf)      26.00       3mE + 3.20    15.50
  D        BB- (sf)      23.00       3mE + 6.14     9.75
  E        B- (sf)       12.00       3mE + 8.39     6.75
  Sub      NR            31.10       N/A             N/A

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


DRYDEN 27 R EURO 2017: S&P Assigns B- (sf) Rating to Cl. F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Dryden 27 R Euro CLO
2017 DAC's class A-R to F-R European cash flow reset CLO notes. At
closing, the issuer issued unrated subordinated notes.

The portfolio's reinvestment period will end approximately two
years after closing.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio Benchmarks
                                            Current
  S&P weighted-average rating factor       2,935.52
  Default rate dispersion                    635.86
  Weighted-average life (years)                4.66
  Obligor diversity measure                  100.73
  Industry diversity measure                  19.35
  Regional diversity measure                   1.21

  Transaction Key Metrics
                                            Current
  Portfolio weighted-average rating
   derived from our CDO evaluator                 B
  'CCC' category rated assets (%)              7.93
  'AAA' weighted-average recovery (%)         34.06
  Covenanted weighted-average spread (%)       3.85
  Covenanted weighted-average coupon (%)       4.50

Frequency switch and interest smoothing mechanics

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments for the remaining life
of the transaction without the ability to switch back to quarterly
paying. Interest proceeds from semiannual obligations will not be
trapped in the smoothing account for so long as the aggregate
principal amount of semiannual obligations is less than or equal to
5%; or the class F interest coverage ratio calculated in relation
to the second payment date following the determination date is
equal to or exceeds 140%, and the par value tests are passing.

Loss mitigation obligations

Another notable feature in this transaction is the introduction of
loss mitigation obligations. Loss mitigation obligations allow the
issuer to participate in potential new financing initiatives by the
borrower in default. This feature aims to mitigate the risk of
other market participants taking advantage of CLO restrictions,
which typically do not allow the CLO to participate in a defaulted
entity's new financing request, and hence increase the chance of
increased recovery for the CLO. While the objective is positive, it
can also lead to par erosion, as additional funds will be placed
with an entity that is under distress or in default. This may cause
greater volatility in S&P's ratings if the loan's positive effect
does not materialize. In its view, the presence of a bucket for
loss mitigation obligations, the restrictions on the use of
principal proceeds to purchase these assets, and the limitations in
reclassifying proceeds received from these assets from principal to
interest help to mitigate the risk.

Loss mitigation obligation mechanics

Under the transaction documents, the issuer can purchase loss
mitigation obligations, which are assets of an existing collateral
obligation held by the issuer offered in connection with
bankruptcy, workout, or restructuring of an obligation, to improve
the recovery value of the related collateral obligation.

The purchase of loss mitigation obligations is not subject to the
reinvestment criteria or the eligibility criteria. Loss mitigation
obligations purchased using principal proceeds must meet the
restructured obligation criteria, and receive defaulted asset
credit in both the principal balance and par coverage tests. Loss
mitigation obligations purchased with interest receive no credit.
The transaction documents limit the CLO's exposure to loss
mitigation obligations that can be acquired with principal proceeds
to 5% of the target par amount.

The issuer may purchase loss mitigation obligations using either
interest proceeds, principal proceeds, or amounts standing to the
credit of the supplemental reserve account. The use of interest
proceeds to purchase loss mitigation obligations are subject to all
the interest coverage tests passing following the purchase and the
manager determining there are sufficient interest proceeds to pay
interest on all the rated notes on the upcoming payment date
including senior expenses. The usage of principal proceeds is
subject to the following conditions: (i) par coverage tests passing
following the purchase; (ii) the obligation meeting the
restructured obligation criteria; (iii) the obligation being pari
passu or senior to the obligation already held by the issuer; (iv)
its maturity falling before the rated notes' maturity date; and (v)
it is not purchased at a premium.

To protect the transaction from par erosion, any distributions
received from loss mitigation obligations that are purchased with
the use of principal proceeds will form part of the issuer's
principal account proceeds and cannot be recharacterized as
interest.

In this transaction, if a loss mitigation obligation that has been
purchased with interest subsequently becomes an eligible CDO, the
manager can designate it as such and transfer out of the principal
account into the interest account the market value of the asset.
S&P considered the alignment of interests for this re-designation
and took into account factors (amongst others) for example that the
reinvestment criteria has to be met and the market value cannot be
self-marked by the manager.

Rating rationale

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

"In our cash flow analysis, we used the EUR466 million target par
amount, the covenanted weighted-average spread (3.85%), and the
reference weighted-average coupon (4.50%) as indicated by the
collateral manager. We have assumed weighted-average recovery
rates, at all rating levels, in line with the recovery rates of the
actual portfolio presented to us. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

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

Until the end of the reinvestment period on Feb. 15, 2023, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

S&P considers the transaction's legal structure and framework to be
bankruptcy remote, in line with its legal criteria.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our ratings
are commensurate with the available credit enhancement for the
class A-R to F-R notes. Our credit and cash flow analysis for the
class A-R to E-R notes indicates that the available credit
enhancement could withstand stresses commensurate with the same or
higher rating levels than those we have assigned. However, as the
CLO will be in its reinvestment phase starting from closing, during
which the transaction's credit risk profile could deteriorate, we
have capped our ratings assigned to the notes."

The class F-R notes' current BDR cushion is -1.82%. Based on the
portfolio's actual characteristics and additional overlaying
factors, including S&P's long-term corporate default rates and the
class F-R notes' credit enhancement, in its view this class is able
to sustain a steady-state scenario, in accordance with our
criteria. S&P's analysis further reflects several factors,
including:

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

-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 25.65% (for a portfolio with a
weighted-average life of 4.75 years) versus 14.73% if it was to
consider a long-term sustainable default rate of 3.1% for 4.75
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.

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

"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-R
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-R notes."

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by PGIM Loan
Originator Manager Ltd.

  Ratings List

  Class     Rating     Amount     Interest     Credit
                     (mil. EUR)   rate (%)     enhancement (%)
   A-R      AAA (sf)   278.50     3mE + 0.66   40.24
   B-1-R    AA (sf)     33.25     3mE + 1.45   28.49
   B-2-R    AA (sf)     21.50     1.65         28.49
   C-R      A (sf)      30.25     3mE + 2.35   22.00
   D-R      BBB (sf)    32.50     3mE + 3.40   15.02
   E-R      BB- (sf)    24.00     3mE + 5.86    9.87
   F-R      B- (sf)     13.00     3mE + 8.02    7.08
   Sub      NR          46.90     N/A            N/A

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


GLENBEIGH 2: S&P Assigns B (sf) Rating to EUR5.7MM F-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Glenbeigh 2
Issuer DAC's class A to F-Dfrd notes. At closing, the issuer also
issued unrated class Z notes and class S1, S2, and Y instruments.

Glenbeigh 2 Issuer is a static RMBS transaction that securitizes a
portfolio of EUR297.6 million loans secured by primarily
interest-only, buy-to-let residential assets.

The loans were originated primarily between 2006 to 2008 by
Permanent TSB PLC (PTSB), one of the largest financial services
groups in Ireland.

The securitized portfolio was sold to Citibank N.A. as part of a
wider loan sale in November 2020. The assets in this pool were
selected in order to maintain consistent characteristics with the
wider pool.

PTSB will continue to act as servicer and legal title holder to the
assets until the legal title transfer date, which is expected to be
at end-March 2021. From this date onward, the legal title to the
assets will be transferred to Pepper Finance Corporation (Ireland)
DAC, which will also take over as servicer of the pool.

The borrowers will be notified of the legal title ownership
transfer from the originator to Pepper Ireland.

The assets are well seasoned, with the majority originated between
2006 and 2008, and the pool contains limited restructures.

None of the loans in the pool have taken a payment holiday because
of the COVID-19 pandemic. Those loans were explicitly excluded in
the initial portfolio sale to Citibank.

The transaction features a liquidity and a general reserve fund to
provide liquidity in the transaction. Principal can also be used to
pay senior fees and interest on the most senior class outstanding.

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 all of its assets in the security
trustee's favor.

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

  Ratings

  Class    Rating*    Class balance   Class size (%)†
                      (mil. EUR)  
  A        AAA (sf)     197.9           70.00
  B-Dfrd   AA (sf)       17.7            6.25
  C-Dfrd   A+ (sf)       12.0            4.25
  D-Dfrd   BBB+ (sf)      9.9            3.50
  E-Dfrd   BB+ (sf)       8.5            3.00
  F-Dfrd   B (sf)         5.7            2.00
  Z        NR            31.1           11.00
  S1       NR             0.1             N/A
  S2       NR             0.1             N/A
  Y        NR             1.0             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.
Interest payments on the class B-Dfrd to F-Dfrd notes can continue
to be deferred once that class of notes becomes the most-senior
outstanding.
S&P's credit enhancement calculations include subordination only.

†As a percentage of 95% of the pool balance.
NR--Not rated.
N/A--Not applicable.


JUBILEE CLO 2014-XII: Moody's Affirms B2 Rating on Class F Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Jubilee
CLO 2014-XII DAC (the "Issuer"):

EUR304,000,000 Class A Senior Secured Floating Rate Notes due
2030, Assigned Aaa (sf)

EUR25,000,000 Class B2 Senior Secured Fixed Rate Notes due 2030,
Assigned Aa1 (sf)

At the same time, Moody's upgraded one class of notes which has not
been refinanced:

EUR32,000,000 Class B1 Senior Secured Floating Rate Notes due
2030, Upgraded Aa1 (sf); previously on Jun 10, 2020 Affirmed
Aa2(sf)

Moody's also affirmed the remaining outstanding notes which have
not been refinanced:

EUR29,500,000 Class C Deferrable Mezzanine Floating Rate Notes due
2030, Affirmed A2 (sf); previously on Jun 10, 2020 Affirmed A2
(sf)

EUR25,500,000 Class D Deferrable Mezzanine Floating Rate Notes due
2030, Affirmed Baa2 (sf); previously on Jun 10, 2020 Confirmed at
Baa2 (sf)

EUR34,000,000 Class E Deferrable Junior Floating Rate Notes due
2030, Affirmed Ba2 (sf); previously on Jun 10, 2020 Confirmed at
Ba2 (sf)

EUR15,000,000 Class F Deferrable Junior Floating Rate Notes due
2030, Affirmed B2 (sf); previously on Jun 10, 2020 Confirmed at B2
(sf)

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.

Moody's upgrade on the Class B1 Notes is the result of the
refinancing, which increases excess spread available as credit
enhancement to the rated notes.

Moody's rating affirmations of the Class C Notes, Class D Notes,
and Class E Notes and Class F Notes are a result of the
refinancing, which has no impact on the ratings of the notes.
Moody's analysed the CLO's latest portfolio and took into account
the full set of structural features.

Also, in light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's also analysed the
deal assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

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.

Alcentra Limited ("Alcentra") will continue to manage the CLO. It
will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
remaining 0.6 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 and credit improved obligations.

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

The coronavirus 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 global 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.

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: EUR486.2 million

Defaulted Par: EUR5.2 million as of February 03, 2021

Diversity Score: 56

Weighted Average Rating Factor (WARF): 3057

Weighted Average Spread (WAS): 3.6%

Weighted Average Coupon (WAC): 3.4%

Weighted Average Recovery Rate (WARR): 44.75%

Weighted Average Life (WAL): 4.6 years

JUBILEE CLO 2016-XVII: Moody's Affirms B2 Rating on Class F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Jubilee
CLO 2016-XVII DAC (the "Issuer"):

EUR198,000,000 Class A-1 Senior Secured Floating Rate Notes due
2031, Assigned Aaa (sf)

EUR50,000,000 Class A-2 Senior Secured Floating Rate Notes due
2031, Assigned Aaa (sf)

EUR31,184,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Assigned Aa2 (sf)

EUR6,316,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Assigned Aa2 (sf)

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

EUR28,000,000 Class C Deferrable Mezzanine Floating Rate Notes due
2031, Affirmed A2 (sf); previously on Oct 8, 2020 Affirmed A2 (sf)

EUR25,000,000 Class D Deferrable Mezzanine Floating Rate Notes due
2031, Affirmed Baa3 (sf); previously on Oct 8, 2020 Confirmed at
Baa3 (sf)

EUR21,500,000 Class E Deferrable Junior Floating Rate Notes due
2031, Affirmed Ba2 (sf); previously on Oct 8, 2020 Confirmed at Ba2
(sf)

EUR11,500,000 Class F Deferrable Junior Floating Rate Notes due
2031, Affirmed B2 (sf); previously on Oct 8, 2020 Confirmed at B2
(sf)

RATINGS RATIONALE

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

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

As part of this refinancing, the Issuer has extended the weighted
average life test by 15 months to July 15, 2028. It has also
amended certain definitions. In addition, the Issuer has amended
the base matrix that Moody's has taken into account for the
assignment of the definitive ratings.

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

Alcentra Limited will continue to manage the CLO. It will direct
the selection, acquisition and disposition of collateral on behalf
of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's remaining 1.6 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 and credit improved obligations.

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

The coronavirus 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 global 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:

Performing par and principal proceeds balance: EUR388.5 million

Defaulted Par: EUR5.2 million as of February 03, 2021

Diversity Score: 60

Weighted Average Rating Factor (WARF): 3220

Weighted Average Spread (WAS): 3.65%

Weighted Average Recovery Rate (WARR): 44.25%

Weighted Average Life (WAL) Test Date: July 15, 2028.



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

IFIS NPL 2021-1: Moody's Puts B2 Rating to EUR74.4MM Class B Notes
------------------------------------------------------------------
Moody's Investors Service has assigned definitive long-term credit
ratings to the following notes issued by Ifis NPL 2021-1 SPV
S.r.l.:

EUR158,775,000 Class Ax Asset Backed Floating Rate Notes due
January 2051, Assigned A2 (sf)

EUR206,225,000 Class Ay Asset Backed Floating Rate Notes due July
2051, Assigned A2 (sf)

EUR74,400,000 Class B Asset Backed Fixed Rate Notes due July 2051,
Assigned B2 (sf)

Moody's has not assigned any rating to the EUR23,600,000 Class J
Asset Backed Fixed Rate and Variable Return Notes due July 2051.

Ifis NPL 2021-1 SPV S.r.l. is the first Italian NPL transaction
backed by a portfolio including a large portion of loans paid
directly from the salary or pension of the defaulted borrower
(salary/pension assignment loans) ("ODA").

The total balance of Class Ax, Class Ay, Class B and Class J Notes
is equal to EUR463,000,000 representing approximately 35% of the
Gross Book Value (GBV) of the receivables.

The transaction is composed of two distinct portfolios with a total
GBV of EUR1,323,142,104.50 including EUR43,360,859 of collections
available as of December 31, 2020 to repay the notes on the first
IPD.

The first portfolio ("Secured portfolio") with a GBV of
EUR490,314,761.81 includes standard non-performing loans, mostly
secured (85.08%) and originated by several Italian banks and
financial institutions. The underlying loans have an average
seasoning since the default of 13.2 years. Loans to corporates make
up 54.2% of the portfolio, while loans to individuals account for
the remaining 45.8%.

In order to estimate the cash flows generated by the Secured
Portfolio, Moody's used a model that, for each loan, generates an
estimate of: (i) the timing of collections; and (ii) the amounts to
be collected, which were then used in a cash flow model that is
based on a Monte Carlo simulation.

The key drivers for the estimates of the collections and their
timing are:

(i) the portfolio composition, with 85.1% of the GBV being secured
loans benefitting from a mortgage, and 14.9% of the GBV
representing unsecured loans with an average seasoning since
default of 18.2 years;

(ii) residential properties with a first lien mortgage representing
61.2 % of total real estate market value, with the remaining 38.8%
being commercial properties of different types (land, hotels and
touristic properties representing 13.9% and 1.5%, respectively).

(iii) 72.6% of the properties (by real estate market value) have a
recent valuation performed in the last two years by an independent
third-party appraiser. The remaining properties benefit from a
valuation performed by an expert appointed by the court (Consulente
Tecnico d'Ufficio or CTU, 14.8%), or were subject to statistical
evaluations (13.6%);

(iv) around 51.3% of the secured portion of the Secured Portfolio
is either in the initial legal proceeding stage or information is
missing, whereas around EUR27.5 million (5.9%) of the real estate
market value of this portfolio is in the cash distribution phase,
i.e. the judicial recovery process has been completed, and cash
proceeds (EUR8.9 million) will be distributed among creditors; and

(v) 29.6% of the GBV of the secured loans is expected to undergo a
bankruptcy process, which usually takes significantly longer than a
foreclosure, while secured loans in foreclosure represent 56.3% of
the GBV.

The second portfolio ("ODA portfolio") with a GBV of EUR
832,827,342.69 includes exclusively salary/pension assignment
loans, that as a result of a court order, seize a fifth of the
borrowers' monetary compensation (salary or pension) to repay the
entire debt plus accrued interest and expenses until it is fully
repaid.

For the ODA portfolio Moody's determined the average recovery and
volatility values from available historical data and used a Beta
distribution to simulate resulting asset cashflows from the
portfolio. The key drivers for the estimates of the collections and
their timing are:

(i) Ifis Npl Servicing S.p.A. ("Ifis") has serviced the portfolio
during the last four years. We have received the recovery rates and
timing of collections over this period at borrower and portfolio
level, which shows relatively stable cash flows;

(ii) portfolio composition with 12.6% of the borrowers by GBV being
public servants, 27.9% pensioners and the remaining 59.5% private
employees;

(iii) weighted average ages of the respective borrower groups
(public servants being on average 55 years old, pensioners 71 years
and private employees 50 years);

(iv) the granularity of the portfolio in terms of borrower
concentration. Borrowers with a GBV below EUR 100,000 represent
91.0% of the total portfolio;

(v) benchmarking with historical data on recoveries for loans with
similar characteristics that have been analyzed for other
performing and non-performing loan portfolios.

Both portfolios will be serviced by Ifis (NR), which is wholly
owned by Ifis Npl Investing S.p.A.(NR) and part of the Banca Ifis
S.p.A. group, in its role as servicer and special servicer. The
servicing performance will be monitored by the monitoring agent,
Banca Finanziaria Internazionale S.p.A.(NR).

In addition, Zenith Service S.p.A. is the backup servicer and will
help the issuer to find a substitute special servicer in case the
special servicing agreement with Ifis is terminated.

Transaction structure:

To align the special servicer's and the noteholders' interests, the
servicing fees have been constructed so that IFIS Npl Servicing
S.p.A. as special servicer is incentivized to maximize recoveries,
as a result of triggers related to their performance against the
business plans. In addition, the seller (Ifis Npl Investing S.p.A.)
is obligated to indemnify the issuer in case that representation
and warranties regarding the receivables are proven incorrect.

The transaction benefits from an amortising cash reserve equal to
5.0% of the Class Ax and Ay Notes balance (corresponding to
EUR18,250,000 at closing, amortizing to 4.5% of the Class Ax and Ay
Notes balance) and funded with over issuance of the Class J. The
cash reserve is replenished immediately after the payment of
interest on the Class Ax and Ay Notes and mainly provides liquidity
support to the Class Ax and Ay Notes, whereas interest on Class B
is paid junior to the principal of Class Ax and Ay Notes if the
subordination trigger is breached. The cash reserve release amount
will be used to amortise the most senior notes.

The collections coming for the ODA portfolio are paid into the
account at IFIS Npl Investing S.p.A., with a swifter transfer
requirement if certain triggers are breached. Collections received
from the first portfolio are paid directly into the issuer
collection account at BNP Paribas Securities Services ((Aa3, P-1)
(deposit)), Milan Branch with a transfer requirement if the rating
of the account bank falls below Baa2.

As the collections from both portfolios are not directly linked to
a floating interest rate, a higher index payable on the Class Ax
and Ay Notes, despite some mitigants, would not be offset with
higher collections from the pool. Therefore, the transaction
benefits from an interest rate cap on the underlying six-month
EURIBOR for Class Ax and Ay Notes, with J.P. Morgan AG acting as
cap counterparty. The issuer receives under the interest rate cap
agreement the difference, if positive, between six-month EURIBOR
and a varying interest cap rate that changes over the life of the
transaction. The initial notional of the interest rate cap is equal
to EUR365,000,000, and it will amortize down according to
pre-defined amounts until 31/07/2037.

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 consumer assets from a gradual and unbalanced
recovery in Italian 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.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Non-Performing
and Re-Performing Loan Securitizations Methodology" published in
April 2020.

TELECOM ITALIA: Fitch Affirms 'BB+' LT IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Rome-based Telecom Italia S.p.A's (TI)
Long-Term Issuer Default Rating (IDR) and senior unsecured rating
at 'BB+'. The IDR's Outlook is Stable.

The affirmation reflects the fact that proceeds from asset sales
and stable funds from operations (FFO) will likely help maintain
FFO net leverage within the rating thresholds. Competitive
pressures and continued declines in legacy products should continue
to weaken EBITDA in 2021 but more moderately.

Improved recurring tax payments, working capital and
cost-optimisation opportunities will alleviate these pressures.
However, spectrum payments of EUR1.7 billion in 2022 will reduce
leverage headroom, leaving TI's rating vulnerable to
higher-than-expected competitive or operational pressures given
weak organic deleveraging capacity. Potential help from Next
Generation EU funds may alleviate this.

The tighter leverage thresholds (by 0.2x) reflect the 42% sale of
the FiberCop stake, the high probability of successful transaction
completion and Fitch's expectation of a resultantly slightly weaker
operating profile.

KEY RATING DRIVERS

Strong Domestic Position: TI has a leading position in the Italian
telecoms market with a market share in fixed broadband and mobile
of around 42% and 30% respectively. The company is well-positioned
across business, consumer and wholesale market segments and
provides convergent based products and services through a premium
strategy approach.

The country's digital voucher scheme should enable increased
penetration of broadband and pay-TV services. This, alongside
growth in ICT services, should drive growth to offset some revenue
decline in traditional services, which are subject to long-term
structural pressure.

FiberCop Sale Has Mixed Impact: In August 2020, TI announced its
intention to sell a 42% stake in part of its local access network,
FiberCop, for an enterprise value of EUR7.7 billion to KKR and
Fastweb. The transaction will generate cash proceeds of EUR1.8
billion that TI will use to reduce debt, improving leverage by
0.3x.

Fitch believes the reduction in cash flow exposure to local access
services weakens the company's operating profile, resulting in the
tighter leverage thresholds. Fitch will also assess FFO net
leverage on a consolidated and proportionate basis within TI's
rating thresholds. Fitch views revenues derived from local access
services as some of the most stable, visible and profitable parts
of a telecom operator's cash flow. The unit would account for about
16% of TI's domestic EBITDA, as defined by TI.

Mobile Competition a Structural Feature: While there have been
recent price increases in some segments of the market, Fitch
expects Italian mobile competition to remain intense, particularly
in the lower-value segments. Iliad, which entered the market about
three years ago, will continue to grow its share of the service
revenue market over the next two to three years as it builds scale.
This is likely to keep pressure on pricing, reduce
data-monetisation opportunities and intensify market churn.

TI's mobile service revenue in Italy fell 9% in 2020 on an organic
basis. Fitch's base-case forecast envisages a 4% decline in 2021.
However, visibility over the pace of decline is better compared to
when Iliad entered the market, reducing TI's investment risk.

Fixed Line Uncertainties Remain: TI aims to create a single,
national local access network by merging FiberCop with competitor
Open Fiber to create AccessCo. While recent project developments
are encouraging, significant uncertainties remain. The impact on
TI's rating will depend on the final structure of the transaction
and the level of TI's holding.

In the meantime, Fitch continues to view the expansion of Open
Fiber's local access network as a significant medium-term risk for
TI given its high share of the wholesale market. The rationale for
a deal with Open Fiber is likely to diminish over the next two
years as both parties duplicate network footprints.

Brazilian Consolidation Is Supportive: TI has announced its
intention to acquire about half of the assets of fourth mobile
operator Oi for EUR1.2 billion. Oi's remaining assets will be
acquired by the two other market operators. The transaction is
subject to customary clearance and expected to close in 2H21.

Fitch expects the acquisition to initially slightly weaken TI's
leverage metrics but to significantly boost TI's operating position
in Brazil, supported by additional spectrum, cost synergies and an
improved market structure. Fitch will revise Fitch's forecast to
reflect these benefits upon transaction completion.

Cost-Reduction Opportunity Is Vital: TI has significant scope to
improve its costs structure through a combination of digitalisation
and simplification of its operational processes and optimisation of
its real estate. Its pace of headcount reduction is constrained by
the risk of sizeable restructuring costs if conducted outside of
the company's current voluntary redundancy programme.

Fitch's forecasts assume TI's domestic EBITDA margin (before
special factors and lease costs) will gradually improve by about
1pp in the next two to three years. There could be some downside to
this assumption depending on competitive dynamics and the extent to
which TI will need to reinvest its cost savings to support its top
line.

Stable Leverage, Limited Headroom: Proceeds from the FiberCop sale
will enable TI to manage the impact to leverage of EUR1.7 billion
of spectrum payments in 2022. Fitch expects FFO net leverage to
remain broadly stable from 2022, at 4.0x. This leaves limited
headroom to manage higher-than-expected operational pressures,
given a downgrade threshold of 4.3x and minimal organic
deleveraging capacity.

Sizeable Tax Asset: Fitch's projections of stable FFO include
significantly reduced cash tax payments over the next 18 years. The
realignment of intangible asset tax has enabled TI to create a net
tax asset of EUR5.9 billion.

DERIVATION SUMMARY

TI has a strong domestic position, but reduced ownership in its
local access network, despite retaining control, slightly weakens
its operating profile compared to other Western European incumbent
telecom operators that fully own their local access network. The
company's leverage thresholds per rating level are on par with
those of BT Group plc (BBB/Stable), which fully owns its local
access networks but faces free cash flow (FCF) volatility from
pension deficits, a competitive environment and content price
inflation. Like TI, Royal KPN N.V.'s (BBB/Stable) revenue mix has a
domestic focus, but it has full ownership of its local access
network. BT and Royal KPN's higher ratings reflect their lower
leverage.

Higher-rated peers such as Deutsche Telekom AG (BBB+/Stable) and
Orange SA (BBB+/Stable) have greater diversification, and either
lower leverage or greater organic deleveraging capacity.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer on a
consolidated basis:

-- Revenue decline in Italy of 3% in 2021 and of 0%-1% annually
    from 2021;

-- Group EBITDA margin (before special factors and leases) of 44%
    in 2021, gradually improving by 1pp by 2023;

-- Recurring cash tax payments of EUR130 million-150 million a
    year in 2021-2023;

-- No significant changes to the company's working capital
    requirements over the next three years;

-- Capex to sales ratio (excluding spectrum) of 23% in 2021 and
    remaining broadly stable thereafter;

-- Around EUR400 million of dividends a year in 2021-2023,
    including savings shares; and

-- EUR1,800 million of proceeds from the sale of the stake in
    FiberCop.

RATING SENSITIVITIES

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

-- FFO net leverage sustained below 3.6x. Fitch will also be
    guided by TI's FFO net leverage on a proportionate basis for
    FiberCop.

-- A sustained improvement in domestic operations and fixed and
    mobile operations that stabilises EBITDA and improves organic
    deleveraging capacity.

-- Demonstrated ability to manage the impact from increasing
    domestic competition.

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

-- FFO net leverage sustained above 4.3x. Fitch will also be
    guided by TI's FFO net leverage on a proportionate basis for
    FiberCop.

-- Tangible worsening of operating conditions or the regulatory
    environment, leading to expectations of materially weaker FCF
    generation.

-- Sustained competitive pressure in the mobile, fixed and
    wholesale segments, driving significant losses in service
    revenue market share.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong liquidity: TI has a strong liquidity profile, with EUR5.9
billion of cash and equivalents in the financial year to
end-December 2020 (FY20), and EUR6.7 billion of available undrawn
revolving credit facilities (including EUR1.7 billion bridge to
bond facilities that have since been erased). The company's debt
maturity is well spread out with existing liquidity covering
refinancing needs to 2023.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has made the following adjustments in relation to TI's
published financial statements:

-- Large non-recurring, one-off cash tax items have been excluded
    from FFO. These items are included within other non-operating,
    non-recurring items after Fitch-defined cash flow from
    operations (CFO). This includes a one-off, up-front tax
    payment of about EUR700 million (split equally over the next
    three years) to achieve tax savings from the realignment of
    intangible asset tax.

-- One-off extraordinary dividends from associates, amounting to
    EUR214 million, have been excluded from Fitch-defined FCF and
    included within net acquisitions and divestitures.

ESG CONSIDERATIONS

TI has and ESG Relevance score of '4' for Governance Structure.
This reflects historic conflicts between TI's shareholders. While
these have been stable over the past three years and the company
has made some progress, the issue remains a concern for TI's rating
to the extent that any flare-ups could detract from the deployment
of a coherent strategy and slow improvements in cost structure.
This has a negative impact on the credit profile and is relevant to
the ratings 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.



===================
K A Z A K H S T A N
===================

EASTCOMTRANS LLP: Moody’s Withdraws B3 Corp Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all outstanding ratings and
outlook of Eastcomtrans LLP, including its B3 corporate family
rating, B3-PD probability of default rating, Ba3.kz national scale
corporate family rating and positive outlook. The company currently
has no rated debt.

RATINGS RATIONALE

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

Moody's National Scale Credit Ratings (NSRs) are intended as
relative measures of creditworthiness among debt issues and issuers
within a country, enabling market participants to better
differentiate relative risks. NSRs differ from Moody's global scale
credit ratings in that they are not globally comparable with the
full universe of Moody's rated entities, but only with NSRs for
other rated debt issues and issuers within the same country. NSRs
are designated by a ".nn" country modifier signifying the relevant
country, as in ".za" for South Africa.

COMPANY PROFILE

Eastcomtrans LLP is one of the largest private companies in
Kazakhstan, specialising in leasing and operating freight railcars.
The company derives around 63% of its revenue from operating lease
agreements for railcars and the rest from providing rail
transportation and other related services. For the 12 months that
ended 30 September 2020, ECT's revenue was KZT41.2 billion (around
$102 million) and EBITDA was KZT25.8 billion (around $64 million).



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

BELRON GROUP: S&P Upgrades ICR to 'BB+' on Resilient Performance
----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Belron Group S.A. and its financing subsidiaries to 'BB+' from
'BB', and assigned its 'BB+' rating to its new financing
subsidiary, Belron Luxembourg S.a.r.l.

S&P said, "We are also raising to 'BB+' from 'BB' our issue rating
on the existing senior secured facilities, with an unchanged '3'
recovery rating, and assigning our 'BB+' issue and '3' recovery
ratings to the proposed term loans.

"The stable outlook reflects that we expect Belron's leading
position in the VGRR market, alongside global economic recovery, to
support continued positive free operating cash flow (FOCF) and
growth in its EBITDA base in the fiscal year 2021-2022. We expect
any dividend recapitalizations to keep our net leverage metrics
commensurate with the rating.

"The upgrade reflects our expectation of continued resilient
performance over the fiscal year 2021-2022.  We project that
Belron's S&P Global Ratings-adjusted EBITDA margins will remain at
21%-22% over the next few years following an improvement to 21.6%
in fiscal year 2020 (ending Dec. 31, 2020), and average free
operating cash flow (FOCF) of EUR525 million for fiscal years 2021
and 2022. This follows a gradual improvement in its FOCF and EBITDA
margins over the past few years despite the pandemic's hit on
revenue (a decrease of around 7.8% in fiscal 2020 relative to the
previous year). For context, since we assigned the rating to Belron
in October 2017, FOCF increased by around 4.0x to EUR610 million in
fiscal 2020. Furthermore, when considering the trajectory of
Belron's competitive performance, and relative to its historical
levels, the group has further consolidated its market leading
presence and improved customer service levels. These strengths
underpin our view of management's track record and ability to
execute its plan by improving the group's cost base and quickly
scaling its EBITDA base. As such, in our view the evolution in the
group's competitive standing and financials support an upgrade,
given its relative position within our rated business and consumer
services issuers."

Belron will divest from a significant portion of its home and
automotive damage repair and replacement activities.   These
represent a relatively small proportion of the group's fiscal 2020
revenues (around 4%), and we understand that Belron will further
sharpen its focus on windscreens and sales from Advanced Driver
Assistance Systems (ADAS) recalibration. Recalibration jobs on
windscreens with ADAS technology offer a large market opportunity
given that the penetration rate, or percent of ADAS calibration
jobs per windscreen jobs, amounted to around 17% in 2020 (against
11% in 2019). S&P said, "As new vehicles are rolled out with
increasing complexity and technology, we believe this rate will
increase as Belron is well positioned to capitalize on this growth
area. This is because the group benefits from pre-existing
investments in calibration capabilities and trained technicians,
which could help increase profitability over the medium term
through economies of scale and increasing the average profit per
job. Furthermore, we expect that the risk of a potential VGRR
volume growth slowdown would be counterbalanced by the group's
leadership position in the sector and the continued increased in
windscreen technology complexity, which could translate into higher
pricing. Indeed, the pandemic has shown that the group was able
mitigate the hit to sales from decreasing job volumes through a
favorable product mix, increasing technological complexity (with
Belron's ADAS offering), and additional sales of complementary
products. These materialized through its value-added products such
as windscreen wipers and rain repellents, which are relatively
price-inelastic in our view and can sell for a mark-up."
Furthermore, the attachment rate, or percent of customers buying a
retail product such as wipers, increased from around 10% in 2017 to
20% in 2020, highlighting the group's ability to cross-sell when
customers bring in their vehicles for a VGRR job.

The proposed dividend recapitalization transaction is in line with
the group's financial policy to return capital to shareholders and
keep net leverage below 4.25x.  The decision to raise EUR1,575
million-equivalent first-lien secured term loans, of which EUR1,050
million of the proceeds is earmarked for a dividend
payment--jointly undertaken by the financial sponsor Clayton,
Dubilier & Rice (CD&R) and D'Ieteren Group--is aligned with the
group's history of debt-funded dividends since CD&R's investment in
2018. The transaction will result in an opening net leverage ratio
of 4.1x (pro forma management EBITDA of EUR939 million in fiscal
2020). S&P said, "Though our adjusted EBITDA is more conservative
than management's, as we do not add back restructuring costs for
instance, we forecast deleveraging throughout the year with net
leverage closing at 3.5x-3.6x by fiscal year-end 2021, before
increasing above 4.0x thereafter. The subsequent increase is driven
by our forecasts of annual and recurrent dividend
recapitalizations, which would offset any significant and sustained
deleveraging over the next few years." Belron also plans to extend
the maturity of its $994 million (fiscal 2020) term loan due in
November 2024 to April 2028; increase its revolving credit facility
(RCF) to EUR665 million from EUR400 million and extend its maturity
to May 2025; and refinance its EUR525 million term loan due in
November 2024. This would result in the closest maturity being the
revolver in May 2025.

S&P said, "We expect D'Ieteren Group's investment in Belron will
persist in the long term.   We understand that D'Ieteren Group and
CD&R, holding 54.85% and 40% of the voting rights respectively,
operate as a true partnership. D'Ieteren Group has a majority
stake, however, if the shareholders disagree, veto rights require a
joint agreement on all key decisions such as shareholder
renumeration, and management changes. As such, D'Ieteren Group
cannot direct cashflows in a manner detrimental to CD&R. In
parallel, this requirement for consent at the shareholder level
leads us to believe that the financial sponsor cannot impose more
aggressive financial policies. That said, we note that the current
financial policy leads to recurrent dividends and leverage within a
narrow band, preventing any sustainable deleveraging under the
current structure, and therefore an improvement in the ratings.
This is because we believe that any increases in the EBITDA base
would be offset by the group subsequently tapping into the debt
markets to return capital to the shareholders, as it has done
regularly since we assigned the rating.

"The stable outlook reflects our expectation that Belron's leading
position in the VGRR market, in tandem with global economic
recovery, will support continued positive FOCF and growth in its
EBITDA base in fiscal 2022. We expect the group will manage any
dividend recapitalizations such that our net leverage metrics will
remain commensurate with the rating."

Downside scenario

S&P could take a negative rating action on Belron if:

-- S&P Global Ratings-adjusted net debt to EBITDA rises above 4.5x
on a sustained basis; and

-- Profitability erodes to such a degree that the group's
competitive position and market share shift.

Upside scenario

S&P could raise the ratings if:

-- The group and its shareholders commit to maintained
deleveraging and build a track-record of S&P Global
Ratings-adjusted net debt to EBITDA comfortably below 4x for a
prolonged period. S&P believes a change in financial policy to
support such sustained metrics could likely be the result of a
change in the ownership structure with an intent to launch an IPO
for instance; and

-- S&P observed S&P Global Ratings-adjusted EBITDA margins
continuously increasing with an improvement in the group's
competitive position.




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

JUBILEE 2021-1: Moody's Assigns (P)Ba2 Rating to Class E Notes
--------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by Jubilee Place 2021-1 B.V.:

EUR[257.2]M Class A Mortgage Backed Floating Rate Notes due [July
2058], Assigned (P)Aaa (sf)

EUR[15.4]M Class B Mortgage Backed Floating Rate Notes due [July
2058], Assigned (P)Aa3 (sf)

EUR[9.5]M Class C Mortgage Backed Floating Rate Notes due [July
2058], Assigned (P)A1 (sf)

EUR[6.6]M Class D Mortgage Backed Floating Rate Notes due [July
2058], Assigned (P)Baa2 (sf)

EUR[3.7]M Class E Mortgage Backed Floating Rate Notes due [July
2058], Assigned (P)Ba2 (sf)

EUR[14.6]M Class X Mortgage Backed Floating Rate Notes due [July
2058], Assigned (P)Ba3 (sf)

The EUR[16.2] M VRR Loan due [July 2058], the Class S1 Note, the
Class S2 Note and the Class R Note have not been rated by Moody's.

RATINGS RATIONALE

The Notes are backed by a pool of Dutch buy-to-let ("BTL") mortgage
loans originated by Dutch Mortgage Services B.V. ("DMS", NR), DNL 1
B.V. ("DNL", NR) and Community Hypotheken B.V. ("Community", NR).
The securitised portfolio consists of [972] mortgage loans with a
current balance of EUR[307.7] million as of 28 February 2021. The
VRR Loan is a risk retention Note which receives 5% of all
available receipts, while the remaining Notes receive 95% of the
available receipts on a pari-passu basis.

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

There is a liquidity reserve fund funded at closing at 0.75% of
100/95 of the outstanding balance of Class A Notes. After closing,
principal receipts will be used to build up the reserve fund to a
maximum of 1.25% of 100/95 of Class A Notes until the step-up date
(including that date). Following the step-up date, the liquidity is
amortising and the released amounts are added to the principal
waterfall.

MILAN CE for this pool is [19.0]% and the expected loss is [2.8]%.
The portfolio's expected loss is [2.8]%, which is in line with
other Dutch BTL RMBS transactions owing to: (i) that no historical
performance data for the originator's portfolio is available and
the limited track record of the Dutch BTL market as a whole; (ii)
the performance of comparable originators in the Dutch
owner-occupied and UK BTL market; (iii) the current macroeconomic
environment in the Netherlands; and (iv) benchmarking with a small
sample of similar Dutch BTL transactions.

MILAN CE for this pool is [19.0]%, which is in line with other
Dutch BTL RMBS transactions, owing to: (i) that no historical
performance data for the originator's portfolio is available and
the limited track record of the Dutch BTL market as a whole; (ii)
benchmarking with comparable transactions in the Dutch
owner-occupied and UK BTL market; (iii) the WA current LTV for the
pool of [71.7]%; (iv) high borrower concentration, with top 20
borrowers constituting [16.4]% of the pool; (v) the high interest
only (IO) loan exposure (all loans feature an optionality to become
IO loans after reaching 60.0% LTV as per a new physical valuation),
with significant maturity concentration; and (vi) benchmarking with
a small sample of similar Dutch BTL transactions.

Operational Risk Analysis: Link Asset Services (Netherlands) B.V.
has been appointed as MPT Servicer by the three master servicers
(DMS, DNL, Community) in the transaction whilst Citibank N.A.,
London Branch, will be acting as the cash manager. In order to
mitigate the operational risk, Vistra Capital Markets (Netherlands)
N.V. (NR) will act as back-up servicer facilitator. To ensure
payment continuity over the transaction's lifetime, the transaction
documentation incorporates estimation language whereby the cash
manager can use the three most recent servicer reports available to
determine the cash allocation in case no servicer report is
available. The transaction also benefits from over 3 quarters of
liquidity for Class A based on Moody's calculations. Finally, there
is principal to pay interest as an additional source of liquidity
for the Classes A to E (when the relevant tranche becomes the most
senior Class of Notes outstanding).

Interest Rate Risk Analysis: [97.28%] of the loans in the pool are
fixed rate loans reverting to 3m EURIBOR. The Notes are floating
rate securities with reference to 3M EURIBOR. To mitigate the
fixed-floating mismatch between fixed-rate assets and floating
liabilities, there will be a scheduled notional fixed-floating
interest rate swap provided by BNP Paribas (Aa3(cr)/P-1(cr)).

CURRENT ECONOMIC UNCERTAINTY:

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 consumer assets from a gradual and unbalanced
recovery in Dutch 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 principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
December 2020.

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

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

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

PRINCESS JULIANA: Moody's Cuts $142.6M Secured Notes Rating to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating to B1 from Ba3
assigned to Princess Juliana Intl Airport Op Company N.V.'s (PJIA)
$142.6 million (Approximate original issuance amount) Senior
Secured Notes due 2027. Moody's also confirmed PJIA's Baseline
Credit Assessment of b3 and changed the outlook to negative. The
rating action concludes the rating review that initiated on
February 11th, 2021.

The rating action follows Moody's rating action in which the agency
downgraded the Government of St. Maarten's rating to Ba2 from Baa3
and changed the outlook to negative.

Ratings Downgraded:

Issuer: Princess Juliana Intl Airport Op Company N.V.

Senior Secured Regular Bond/Debenture, Downgraded to a B1 from
Ratings under Review, Ba3

Outlook Actions:

Issuer: Princess Juliana Intl Airport Op Company N.V.

Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

The rating action reflects PJIA's linkages with the Government of
St. Maarten, the support provider under Moody's analytical
framework for Government Related Issuers (GRI).

Moody's estimates a BCA of b3 for PJIA representing the airport's
stand-alone credit quality. Under the GRI framework, Moody's also
incorporates its assessment of a "high" default dependence and a
"strong" likelihood of potential extraordinary support from the
Government of St. Maarten. The rating downgrade to B1 from Ba3
reflects a weaker credit profile of the Government of St. Maarten,
which under Moody's GRI framework provides a two-notch uplift from
the assigned BCA.

The b3 BCA reflects PJIA's short-term challenges such as: (i) tight
liquidity, (ii) breach of two covenants that require waivers from
investors, (iii) debt service payments that will continue to be
made in the coming quarters from IATA collections of Airport
Departure Fees and liquidity available, mainly business
interruption proceeds and (iv) the uncertainty around enplanement
recovery in 2021.

PJIA also benefits from a $21 million fully committed facility that
may be used to cover operating expenditures during reconstruction
of the airport. Moody's acknowledge the airport's essential role
for St. Maarten's economy and its key role as a local hub
connecting passengers to eight nearby tourist destinations.

The rating also reflects the airport's weak enplanement trends as a
result of the coronavirus outbreak. Enplanements in 2020 were 63%
below 2019. For 2021, Moody's expect enplanements will improve but
only to 50% of 2019, resulting in continued weak financial
performance that will lead PJIA to continue to rely on available
cash for its operations and meeting debt service payments.
Importantly, in Moody's base case forecast Moody's do not expect
PJIA to draw from its 6-month debt service reserve fund.

The negative outlook reflects the uncertainty surrounding passenger
recovery and the liquidity pressures faced by PJIA. The negative
outlook is also in line with the Government of St. Maarten's rating
outlook.

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

In light of the negative outlook, upward pressure on the ratings is
unlikely in the near term. A downgrade on St. Maarten's rating
could result in a downgrade of the ratings. In addition, increased
liquidity pressures stemming from lower enplanement levels than
expected could also exert downward pressure on the ratings.

ABOUT PRINCESS JULIANA INTERNATIONAL AIRPORT

Princess Juliana International Airport Operating Company N.V. is a
private corporation with regulated rate setting ability. PJIAE
operates the Princess Juliana International Airport, which is the
major commercial airport on the island of Sint Maarten/Saint Martin
and serves as a hub for connecting traffic to eight nearby
Caribbean islands such as Anguilla, St. Barths, Tortola, Saba, St.
Eustatius, Nevis, St. Kitts and Dominica. The sole owner of all
capital stock in SXM is Princess Juliana International Airport
Holding Company N.V., which is 100% owned by the Government of St.
Maarten (Ba2 Neg). SXM is managed by a Managing Director under
supervision of a Supervisory Board consisting of between three and
seven members.

The methodologies used in this rating were Privately Managed
Airports and Related Issuers published in September 2017.

SINT MAARTEN: Moody's Lowers Issuer Rating to Ba2, Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service has downgraded the Government of Sint
Maarten's issuer ratings to Ba2 from Baa3. Moody's also changed the
outlook to negative. This concludes the review for downgrade that
commenced on February 10, 2021.

The key drivers behind the rating action were:

Policy differences with the Netherlands, the sole source of
financing for Sint Maarten

Untested access to alternative sources of financing, which
exacerbates the credit impact of the large increase in Sint
Maarten's debt burden

The negative outlook reflects the risk that political differences
with the Netherlands may lead to a repeat of the funding problems
Sint Maarten faced at the end of last year.

The local currency ceiling is lowered to Baa2 from A3 and the
foreign currency ceiling is lowered to Baa3 from Baa1. The three
notch gap between the local currency ceiling and the sovereign
rating reflects the limited role of the government in the economy.
The one notch difference between the foreign and local current
ceilings reflects the limited scope to impose transfer and
convertibility controls within Sint Marteen's existing monetary
union.

RATINGS RATIONALE

RATIONALE FOR THE DOWNGRADE TO Ba2

POLICY DIFFERENCES WITH THE NETHERLANDS, THE SOLE SOURCE OF
FINANCING FOR SINT MAARTEN

Sint Maarten, a constituent country of the Kingdom of the
Netherlands, funds itself solely with the Dutch Treasury.
Differences between the two nations on the implementation of
certain policy measures led the government of the Netherlands to
temporarily withhold liquidity support at the end of 2020, and a
subsequent delay in debt payments by Sint Maarten.

Last December the government of Sint Maarten missed a NAF50 million
maturity repayment on debt owed to the government of the
Netherlands, a debt payment deadline that had been extended twice
before. The delays were the result of lack of progress on several
policy reforms requested by the Netherlands including compensation
cuts for public employees in Sint Maarten.

The funding crisis happened after the twin shocks of Hurricane Irma
in 2017, and the 2020 covid pandemic, pushed Sint Maarten's
government debt to over 70% of GDP in 2020 from less than 30% of
GDP prior to these events. Low cost financing from the Netherlands,
which on lends to Sint Maarten at very low to concessional rate
terms, has limited the debt's rise impact on interest costs but
Sint Maarten will continue to require substantial liquidity
support. Moody's estimates gross borrowing requirements equivalent
to more than 11% of GDP in each of 2021 and 2022.

UNTESTED ACCESS TO ALTERNATIVE SOURCES OF FINANCING

The Netherland's decision to delay liquidity disbursements
highlighted Sint Maarten's lack of independent access to the
capital markets, a credit negative development as the country's
debt burden continues to rise. Faced with this lack of liquidity
support the government of Sint Maarten did not have alternative
sources of funding. Moody's expects that Sint Maarten will continue
to rely on funding from the Netherlands and remain subject to
occasional liquidity constraints. And any future funding from
market sources would imply higher interest costs, raising concerns
about the government's debt affordability.

In recent months the government of the Netherlands has requested
several policy reforms including wage cuts to public sector
employees as well as reforms to improve financial management and
strengthen the rule of law. To assist in the implementation of
these reforms, the government of the Netherlands seeks the creation
of a Dutch-Caribbean oversight group called the Caribbean Entity
for Reform and Development (COHO). COHO's purpose is to review
policy implementations by Sint Maarten, Curacao, and Aruba.

Moody's expects that Sint Maarten's process of developing own
institutions and meeting requirements by the Netherlands will be a
multi-year effort, and will be prone to occasional setbacks. Lack
of progress in advancing these objectives may increase the risk
that disagreements with the Netherlands lead to another liquidity
crisis.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the risk that the slow pace of policy
reform, including delays in approving and implementing the COHO
oversight office, will lead the Netherlands to once again limit
liquidity support and a repeat of the funding problems Sint Maarten
faced at the end of last year.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's takes account of the impact of environmental (E), social
(S) and governance (G) factors when assessing sovereign issuers'
economic, institutional and fiscal strength and their
susceptibility to event risk. In the case of Sint Maarten the
materiality of ESG to the credit profile is as follows:

Sint Maarten's ESG Credit Impact Score is highly negative (CIS-4),
reflecting a highly negative exposure to environmental risks,
moderate exposure to social risks and a moderately negative
governance profile, balancing development of its own institutions
with institutional and economic support from the Netherlands.

Sint Maarten's exposure to environmental risks is highly negative
(E-4 issuer profile score). The island is still recovering from the
damage caused by Hurricanes Irma and Maria in 2017. Sint Maarten is
a small island economy that is exposed to these types of climate
events, particularly because the economy is heavily dependent on
tourism.

Exposure to social risks is moderately negative (S-3 issuer profile
score), reflecting social demands on housing, jobs and basic
services exacerbated by the physical and economic impact of regular
weather shocks.

Sint Maarten's exposure to governance risks is moderately negative
(G-3 issuer profile) and balances the challenges the government
faces as it continues to build domestic institutions since becoming
a constituent country of the Kingdom of the Netherlands in 2010
with continued economic, logistical, and institutional support from
the government of the Netherlands.

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

Moody's could consider a stable outlook if Sint Maarten develops
and implements a new, long-term credible funding process that
eliminates the risk of another funding crisis. Such a process would
likely require acquiescence by the government of the Netherlands
and a political agreement between the two nations.

Moody's could consider a negative rating action if the likelihood
of another liquidity crisis increases. Lack of a clear plan to
address long term funding challenges, including changes to the
current institutional arrangements governing debt management, could
contribute to this rating outcome. Expectations of continued
political confrontations with the Netherlands that raised the risk
of a repeat of the recent funding problems would also negatively
affect the rating.

GDP per capita (PPP basis, US$): 39,507 (2019 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 8.2% (2019 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 0.4% (2019 Actual)

Gen. Gov. Financial Balance/GDP: -1.8% (2019 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: -14.1% (2019 Actual) (also known as
External Balance)

External debt/GDP: 40.9% (2019 Actual)

Economic resiliency: ba3

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

On March 16, 2021, a rating committee was called to discuss the
rating of the St. Maarten, Government of. The main points raised
during the discussion were: The issuer's institutions and
governance strength, have materially decreased. The issuer's
governance and/or management, have materially decreased. The issuer
has become increasingly susceptible to event risks.

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



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

NORWEGIAN AIR: Moody’s Withdraws 'Ca' Class B Certs. Rating
-------------------------------------------------------------
Moody's Investors Service affirmed and will withdraw the B2 rating
assigned to Norwegian Air Shuttle ASA's ("NAS") Class A Enhanced
Pass Through Certificates, Series 2016-1. Moody's also downgraded
its rating of this Series' Class B Enhanced Pass Through
Certificates, Series 2016-1 to Ca from Caa2 and will also withdraw
that rating. Moody's will also withdraw the negative rating
outlook.

RATINGS RATIONALE

The withdrawals of the ratings follow the recent buyout of the
Class A certificates by the sole holder of the Class B
certificates. Pursuant to the standard terms of enhanced equipment
trust certificates, a bankruptcy or insolvency of the airline
creates a Certificate Buyout Event. In these situations, the
holders of the junior classes in the transaction have the right to
buy out the senior classes. The senior classes are required to sell
as the buyout right is absolute. The Class A certificate holders
received par plus accrued interest upon the completion of the
buyout.

Presently, the Loan Trustee is conducting a foreclosure sale of the
ten 737-800 aircraft that comprise the collateral for the
transaction. The required minimum bid is sufficiently higher than
the sum of the priority claims (fees and expenses and amounts owed
to the Liquidity Facility providers) plus the $228.774 million
outstanding on the Class A certificates. The coverage through the
Class A obligation supports the affirmation of the B2 rating.

The downgrade of the rating on the Class B certificates indicates
that Moody's now anticipates a loss of 50% or more on the Class B
certificates. The terms of the auction provide for the Stalking
Horse Bidder, who is the sole holder of the Class A certificates,
to be the winning bidder, if no higher bid materializes. In this
scenario, the Class A holder will pay the fee and expense and
liquidity facility provider claims that rank ahead of the Class A
certificates pursuant to the EETC's standard waterfall and take
possession of the aircraft.

Affirmations:

Issuer: NAS Enhanced Pass Through Certificate 2016-1A

Senior Secured Enhanced Equipment Trust, Affirmed B2

Downgrades:

Issuer: NAS Enhanced Pass Through Certificate 2016-1B

Senior Secured Enhanced Equipment Trust, Downgraded to Ca from
Caa2

The principal methodology used in these ratings was Enhanced
Equipment Trust and Equipment Trust Certificates published in July
2018.

Norwegian Air Shuttle A.S.A. is currently in examinership in
Ireland and bankruptcy in Norway and recently filed a Chapter 15
proceeding under the US Bankruptcy Code in New York. Prior to the
coronavirus pandemic, the company was the third largest low-cost
carrier in Europe, measured by seat kilometers, operating a fleet
of approximately 156 aircraft, including 37 787 Dreamliners in
long-haul service.

PGS ASA: Moody's Withdraws Caa1 Sr Sec. Bank Credit Facility Rating
-------------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa1 Senior Secured
Bank Credit Facility ratings issued by PGS ASA. All other ratings
remain unchanged and the outlook is negative.

RATINGS RATIONALE

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

COMPANY PROFILE

Headquartered in Oslo (Norway), PGS ASA (PGS) is one of the leading
offshore seismic acquisition companies with worldwide operations.
In 2020, PGS reported Segment EBITDA of $398 million on Segment
revenues of $596 million. PGS is a public limited company and it is
listed on the Oslo Stock Exchange.



===============
S L O V E N I A
===============

HOLDING SLOVENSKE: Moody’s Affirms Ba1 CFR, Outlook Now Positive
------------------------------------------------------------------
Moody's Investors Service has changed the outlook on Holding
Slovenske elektrarne d.o.o. ("HSE") to positive from stable.
Concurrently, Moody's has affirmed the long-term Ba1 corporate
family rating and the Ba1-PD probability of default rating of HSE.

A CFR is an opinion of HSE group's ability to honour its financial
obligations and is assigned to HSE as if it had a single class of
debt and a single consolidated legal structure.

RATINGS RATIONALE

The change in outlook to positive from stable follows the
announcement on March 11 by HSE that the company and its
fully-owned subsidiary Sostanj Thermal Power Plant (TES) had
reached an out-of-court settlement with several companies from
General Electric Company (GE; Baa1 negative) group related to
alleged damages arising from the construction of TES' lignite block
Unit 6. The settlement amount of around EUR261 million includes a
cash payment of EUR139 million, of which TES has already received
EUR131 million, and in-kind compensation of EUR110 million, mostly
in the form of long-term maintenance and digitalisation services
for the plant, alongside an estimated EUR12 million of other
savings and reimbursement of cost.

Moody's expects that HSE and TES will use the cash proceeds
primarily to accelerate the group's deleveraging efforts, which
have been the focus of HSE's strategy for some years. This would
likely improve the company's leverage metrics, expressed as funds
from operations (FFO) to debt, to above 20% from 2021 (2019:
17.9%). The lower leverage in combination with a stable business
risk profile would serve to meet Moody's guidance for an upgrade of
HSE's Baseline Credit Assessment (BCA), which reflects the
company's stand-alone credit profile, to ba3 from b1.
HSE falls under Moody's Government-Related Issuers Methodology due
to its 100% ownership by the Government of Slovenia (A3 stable).
The rating incorporates three notches of uplift from HSE's current
BCA of b1, reflecting the combination of (1) high default
dependence (given the company's strategic importance to the
domestic economy); and (2) high likelihood of extraordinary support
being provided by the Slovenian government in case of financial
distress.

Overall, HSE's rating reflects (1) HSE's position as the leading
electricity generator in Slovenia; (2) the high share of profitable
hydropower generation which benefits from recovering power prices;
(3) the company's focus on debt reduction as expressed by a target
ratio of Net debt/EBITDA below 4.0x which should benefit from
selective capital expenditure over the next years, largely for
maintenance; and (4) the shareholder's continued support in the
form of dividend restraint. Moody's assumes that HSE's deleveraging
efforts will be supported by elevated Slovenian power prices on the
back of (1) growing electricity demand in the Balkans region; and
(2) carbon allowance prices remaining well above EUR30/tonne, as
reflected in current forward price levels.

Constraints on HSE's rating include (1) the company's size and lack
of diversification; (2) the inherent earnings volatility of the
weather-dependent hydropower generation which is also the key
source of cash flows; (3) the increasing earnings pressure on its
thermal power generation, mitigated by capacity payments from
ancillary services; and (4) the group's still high, though steadily
reducing leverage.

RATIONALE FOR THE POSITIVE OUTLOOK

The rating outlook reflects Moody's expectations of a likely
improvement in the financial profile of the company, commensurate
with a higher BCA, if the proceeds from the settlement are used to
permanently reduce debt leverage, and the company maintains a
focused and prudent business policy. A higher BCA would likely lead
to a rating upgrade.

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

An upgrade of the BCA would require an improvement of HSE's capital
structure and leverage metrics, reflected in a sustained FFO/debt
ratio above 20%, for example through the use of the settlement cash
proceeds largely for debt reduction, combined with a stable or
improved business risk profile of the group. A BCA uplift would
likely result in a ratings upgrade, provided there is no change to
Moody's expectations of continued high support from the Slovenian
government, which is incorporated into HSE's rating.

Downward pressure on HSE's rating or the outlook could develop in
the event that (1) the company allocates a major share of the cash
received from the settlement with GE to purposes other than
deleveraging, especially if cash were returned to the shareholder;
(2) the credit risk profile were to deteriorate materially on a
sustained basis, reflected in an FFO/debt ratio sustainably below
10%, or a failure to comply with bank covenant tests, unless
immediately remediable; (3) the credit quality of the Government of
Slovenia was to deteriorate significantly; (4) Moody's support
assumptions currently incorporated in HSE's rating were reduced.

LIST OF AFFECTED RATINGS

Issuer: Holding Slovenske elektrarne d.o.o.

Affirmations:

Probability of Default Rating, Affirmed Ba1-PD

LT Corporate Family Rating, Affirmed Ba1

Outlook Actions:

Outlook, Changed To Positive From Stable

The methodologies used in these ratings were Unregulated Utilities
and Unregulated Power Companies published in May 2017.

Headquartered in Ljubljana, Slovenia, HSE is the largest power
generator in the country. Its total installed capacity as of the
end of 2019 amounted to around 1,983 megawatts, which represented
some 60% of the total installed generation capacity in Slovenia.
HSE's generation base comprises various run-of-river hydro-power
plants, one pump-storage plant, as well as lignite-fired and small
gas-fired thermal power plants. In addition, HSE owns and operates
a coal-mine, which covers all of the group's thermal generation
needs. The company is 100% owned by the Government of Slovenia and
reported an EBITDA profit of EUR161 million on EU1,743 million of
total revenues in the financial year 2019.



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

AYT KUTXA II: S&P Raises Class C Notes Rating From 'B- (sf)'
------------------------------------------------------------
S&P Global Ratings raised its credit ratings on AyT Kutxa
Hipotecario II, Fondo de Titulizacion de Activos' class B and C
notes to 'AA- (sf)' and 'B+ (sf)' from 'A (sf)' and 'B- (sf)',
respectively. At the same time, S&P has affirmed its 'AAA (sf)'
rating on the class A notes.

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 expanding our global RMBS criteria to include
Spanish transactions, we placed our ratings on the class B and C
notes under criteria observation. Following our review of the
transaction's performance and the application of our updated
criteria for rating Spanish RMBS transactions, the ratings are no
longer under criteria observation.

"Our weighted-average foreclosure frequency (WAFF) assumptions have
decreased due to the calculation of the effective loan-to-value
(LTV) ratio, which is based on 80% original LTV (OLTV) and 20%
current LTV (CLTV). Under our previous criteria, we used only the
OLTV. 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

  Credit Analysis Results

  Rating   WAFF (%)   WALS (%)   Credit coverage (%)
  AAA 14.92 17.45 2.60
  AA 10.32 14.45 1.49
  A 8.01 9.26 0.74
  BBB 6.17 6.81 0.42
  BB 4.23 5.31 0.22
  B 2.87 4.07 0.12

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

Loan-level arrears are low at 1.1%. Overall delinquencies remain
well below our Spanish RMBS index.

There are interest deferral triggers in this transaction, based on
cumulative defaults as a percentage of the initial pool balance at
closing, to allow for deferral of interest of junior notes if the
transaction's performance deteriorates. The triggers are set at
10.71% and 7.12% for the class B and C notes, respectively.
Currently, the level of cumulative defaults as a percentage of the
initial pool balance is 5.81%.

S&P said, "Our analysis also considers the transaction's
sensitivity to the potential repercussions of the coronavirus
outbreak. Of the pool, 3.8% of loans are on payment holidays under
the Spanish sectorial moratorium schemes, and the proportion of
loans with either legal or sectorial payment holidays is below the
market average (below 5%). The government approved a new payment
holiday scheme available until March 31, 2021, where the payment
holidays could last up to three months. In our analysis, we
considered the potential effect of the scheme's extension and the
risk the payment holidays could present should they become arrears
or defaults in the future.

"Our operational, counterparty, rating above the sovereign, and
legal risk analyses remain unchanged since our previous review.
Therefore, the ratings assigned are not capped by any of these
criteria. Our ratings on the notes continue to be delinked from our
long-term resolution counterparty rating (RCR) on the swap provider
because they pass the credit and cash flow stresses at the assigned
ratings in runs in which we did not give credit to the swap
contract."

The servicer, Kutxabank S.A., has a standardized, integrated, and
centralized servicing platform. It is a servicer for various
Spanish RMBS transactions, and its transactions' historical
performance has outperformed S&P's Spanish RMBS index.

Credit enhancement available in AyT Kutxa Hipotecario II has
increased since our previous review because the notes amortize
sequentially, and the reserve fund is at its required level. The
notes are repaying sequentially as the 90+ days arrears including
defaults trigger for the pro-rata amortization has been breached.
S&P expects that this will continue to be the case.

S&P said, "We have raised to 'AA- (sf)' and 'B+ (sf)' from 'A (sf)'
and 'B- (sf)' our ratings on the class B and C notes, respectively.
These notes could withstand stresses at higher ratings than those
assigned. However, we have limited our upgrades based on their
overall credit enhancement and position in the waterfall, the
deterioration in the macroeconomic environment, and the risk that
payment holidays could become arrears in the future."

At the same time, S&P has affirmed its 'AAA (sf)' rating on the
class A 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."


FLUIDRA SA: S&P Hikes Rating to BB+ on Solid Operating Performance
------------------------------------------------------------------
S&P Global Ratings upgraded Spain-based pool equipment manufacturer
Fluidra S.A. and its senior debt instruments to 'BB+' from 'BB'.

The stable outlook indicates S&P's view that Fluidra will continue
to take advantage of increasing demand for residential pool
equipment in 2021 and maintain an adjusted EBITDA margin of 20%-21%
and free operating cash flow (FOCF) of EUR150 million-EUR200
million.

Solid demand in the residential pool segment in 2021 should
continue to benefit operating performance.   In 2020, Fluidra
reported EUR1,488 million of sales, 8.8% growth versus 2019 (about
EUR1,510 million in revenue, including income from rendered
services) on a reported basis. S&P said, "Residential pool
equipment accounted for 72% of Fluidra's sales in 2020 although we
estimate exposure to the residential sector was about 85% including
fluid handling and pool water treatment. COVID-19-related
restrictions supported strong demand for pool equipment in North
America and key European countries such as Germany, France, Italy,
and Spain. This growth was driven by an increase in new pool
installations and, more importantly, demand to replace old pool
equipment (aftermarket). The aftermarket channel accounts for
roughly 65% of Fluidra's sales and we deem it more resilient and
less cyclical than new pool building. New build constructions
increased in 2020, contributing to 2020 sales growth and fueling
aftermarket segment growth in the coming years. The residential
pool industry's outlook remains favorable in 2021 due to ongoing
stay-at-home measures to contain the pandemic. At year-end 2020,
pre-orders (also known as "early buys") in North America were
solid. We estimate the company will post about 10% growth in 2021
driven by the residential market and recent acquisitions. We also
expect ongoing challenges in Fluidra's commercial segment (6% of
sales), which has been most affected by the pandemic. We believe
Fluidra's evolving sustainability strategy will support the
company's future growth. The company's senior management has
identified key emerging trends in the pool equipment industry
including increasing consumer preferences for energy efficient
equipment, clean water, and ease of use for pools. As a result, we
estimate Fluidra will continue to invest in product innovation to
maintain its competitive edge." In addition, Fluidra's ambition to
have more than one million connected pools installed by 2025 will
enable the company to gather data and analytics and monitor shifts
in consumer preferences on a more continuous basis.

S&P said, "We see EBITDA and FOCF increasing, supported by growth
prospects and pricing power.  Fluidra's successful integration with
Zodiac and the full realization of EUR40 million in cost synergies
by the end of this year should support its profitability. In
addition, industry-standard price increases in Europe and North
America and ongoing expansion in the highly profitable U.S. market
should compensate for higher raw material prices and logistics
costs this year. Therefore, the adjusted EBITDA margin will likely
be 20%-21% in 2021 from 19.5%-20.0% in 2020. Fluidra should be able
to generate EUR150 million-EUR200 million of annual FOCF from 2021.
This is thanks to its relatively low capital intensity (capital
expenditure [capex] accounts for roughly 3.0%-3.5% of sales). Our
2021 FOCF estimate includes higher working capital requirements due
to some nonrecurring benefits in 2020 on trade receivables."

Fluidra has a history of reducing debt leverage   S&P said, "Our
current base-case forecast of S&P Global Ratings-adjusted leverage
in the 2x-3x area is supported by EBITDA growth and our belief that
the group will maintain a consistent prudent financial
policy--thanks notably to its ownership structure. Since July 2018,
following the announced merger with Zodiac, Fluidra has
consistently favored debt repayment over dividend payments. At the
beginning of 2020, the group repaid a EUR150 million term loan (a
EUR90 million euro tranche and a EUR60 million
U.S.-dollar-equivalent tranche), accelerating the deleveraging of
the capital structure. In 2020, given the reduced leverage,
approaching 2.0x, the company resumed dividend payments totaling
EUR42.8 million (including EUR2 million dividends to minorities).
Going forward, we think earnings growth should support gradual
increases in dividend payments, which we estimate at EUR60
million-EUR70 million over 2021-2022, without substantially raising
debt leverage. We do not see material share buybacks or
extraordinary dividends being a priority. The main shareholder
groups (the four founding families and private-equity firm Rhone
Capital) have, through the board, maintained a consistent financial
policy. We also note that Rhone Capital has acted to gradually
reduce its stake in Fluidra with a view to fully exit over time,
which we believe alleviates initial concerns on shareholder
remuneration. In March 2021, Rhone Capital held only 21.4% of
Fluidra's capital from about 42% at the time of the Zodiac merger,
while the four founding families are now the largest shareholder
group with roughly a 28% stake."

Fluidra has enough debt headroom to support its bolt-on acquisition
strategy, although multiple midsize transactions could temporarily
push leverage close to 3.0x.  In the past 12 months, Fluidra
completed some small acquisitions for an aggregated EUR19.1 million
by year-end 2020, including payments for acquisitions of
subsidiaries in prior years. These transactions will support
Fluidra's growth and strengthen its presence in some fast-expanding
categories. In particular, Australia-based electronic designer
Fabtronics will reinforce the company's research and development
capabilities, while the Aquafive acquisition in Belgium will help
improve Fluidra's distribution network. The acquisition of Ten Four
in Brazil will support growth in Latin America and improve
diversity in the southern hemisphere. Furthermore, at the beginning
of 2021, Fluidra announced the acquisition of Built Right in the
U.S. to further penetrate the fast-expanding heat pumps category in
North America. S&P said, "In our view, current debt headroom allows
Fluidra to purse larger debt-funded acquisitions. This includes the
purchase of Custom Molded Products (CMP), which was announced on
March 10, 2021, for a total enterprise value of $245 million and it
has been financed with existing cash and debt facilities. The
acquisition will accelerate growth in the U.S. and provides entry
to the adjacent spa equipment segment, which accounts for roughly
50% of CMP's total $109 million sales at year-end 2020. CMP has a
diversified brand portfolio competing in three main product
categories: lighting and fire and water features, sanitization, and
spa/pool original equipment manufacturer products. CMP has a
manufacturing facility in China and distribution in Georgia,
California, the Netherlands, and Australia. We do not expect
Fluidra will conduct large debt-funded acquisitions given the
fragmented nature of the global pool equipment market and its
already large European market share. Instead, we see Fluidra
pursuing small-to-midsize deals in geographies where it has a
limited market share or to acquire new technology or pool-adjacent
products, such as in the wellness, fountain, and aquarium
industries."

S&P said, "Our stable outlook on Fluidra reflects our expectation
that the company will report solid top-line growth in 2021, taking
advantage of ongoing demand in the residential pool segment on the
back of at-home leisure trends triggered by the COVID-19 pandemic.
We also believe Fluidra will post an adjusted EBITDA margin in the
20%-21% area and annual FOCF of EUR150 million-EUR200 million in
2021. This will translate into adjusted debt to EBITDA comfortably
in the 2x-3x range.

"We could lower the rating on Fluidra if S&P Global Ratings-
adjusted debt to EBITDA stands above 3.0x on a sustained basis. In
our view this could happen if operating performance deteriorated,
possibly due to a change in consumer spending and heavy price
pressure from competitors, such that EBITDA margin declines by at
least 200 basis points (bps).

"We could also lower the rating if the company deviates toward a
more aggressive financial policy, which would increase debt
leverage. This could arise from a higher frequency of debt-funded
acquisitions or larger shareholder returns than we currently expect
for 2021-2022.

"We could raise the rating if adjusted debt to EBITDA appears
comfortably below 2.0x, supported by a solid commitment from
Fluidra to maintain this level. This would be contingent on
Fluidra's lasting profitable growth, such that S&P Global
Ratings-adjusted EBITDA margin is in excess of 25% on a sustained
basis, thanks to further expansion in the U.S. and the successful
launch of innovative products."


MBS BANCAJA 4: Fitch Affirms CCCsf Rating on Class E Notes
----------------------------------------------------------
Fitch Ratings has affirmed MBS Bancaja 3, FTA and MBS Bancaja 4,
FTA and revised the Outlooks on MBS Bancaja 3's class D notes and
MBS Bancaja 4's class C and D notes to Positive from Stable.

        DEBT                    RATING             PRIOR
        ----                    ------             -----
MBS Bancaja 3, FTA
Series A2 ES0361796016    LT  AAAsf  Affirmed      AAAsf
Series B ES0361796024     LT  AA+sf  Affirmed      AA+sf
Series C ES0361796032     LT  AA-sf  Affirmed      AA-sf
Series D ES0361796040     LT  A-sf   Affirmed      A-sf
Series E ES0361796057     LT  CCCsf  Affirmed      CCCsf

MBS Bancaja 4, FTA

Class A2 ES0361797014     LT  AAAsf  Affirmed      AAAsf
Class B ES0361797030      LT  A+sf   Affirmed      A+sf
Class C ES0361797048      LT  A-sf   Affirmed      A-sf
Class D ES0361797055      LT  BBBsf  Affirmed      BBBsf
Class E ES0361797063      LT  CCCsf  Affirmed      CCCsf

TRANSACTION SUMMARY

The transactions comprise amortising Spanish residential mortgages
serviced by Bankia, S.A. (BBB/Rating Watch Positive/F2).

KEY RATING DRIVERS

Resilient to Coronavirus Additional Stresses

The affirmations reflect Fitch's view that the notes are
sufficiently protected by credit enhancement (CE) and excess spread
to absorb the additional projected losses driven by the coronavirus
and related containment measures, which are producing a challenging
business environment and increased unemployment in Spain.

Fitch also considers a downside coronavirus scenario for
sensitivity purposes whereby a more severe and prolonged period of
stress is assumed, which accommodates a further 15% increase to the
portfolio weighted average foreclosure frequency (WAFF) and a 15%
decrease to the WA recovery rates (WARR).

The notes' resilience is reflected by the Stable Outlooks on most
tranches and the revision of the Outlooks on MBS Bancaja 3's class
D notes and MBS Bancaja 4's class C and D notes to Positive from
Stable. The Outlook revision signals the possibility of upgrades in
the medium term, subject to general performance trends.

Portfolio Risky Attributes

The portfolios are materially exposed to loans for the acquisition
of second homes (around 35% and 80% for MBS Bancaja 3 and 4
portfolio balance as of December 2020 and January 2021,
respectively). Fitch considers these loans riskier than those
granted to finance the purchase of first residences, and they are
therefore subject to a foreclosure frequency (FF) adjustment of
150% in line with Fitch's European RMBS rating criteria.

The portfolios are also exposed to loans granted to self-employed
borrowers (more than 20%) and loans originated via third-party
brokers (in range of 13% and 18%). These features carry a FF
adjustment of 170% (self-employed borrowers) and 150% (broker
origination), within the credit analysis.

To address the regional concentration risk of the portfolios (more
than 60% is located in the region of Valencia), Fitch has applied
higher rating multiples to the base FF assumption to the portion of
the portfolios that exceed two and a half times the population
within this region, relative to the national count.

CE Trends

Fitch expects CE ratios in both transactions to continue increasing
in the short term due to currently sequential note amortisation.
However, CE ratios could decline for most tranches if the pro-rata
amortisation mechanism is activated, with the application of a
reverse sequential amortisation of the notes until targets for
outstanding notes as a share of the total notes' balance are met.

For example, MBS Bancaja 3's class A2 notes' current CE of 22.1%
could fall to 12.8% if pro-rata amortisation is triggered. For both
transactions, the notes will amortise strictly sequentially when
the outstanding portfolio balance represents less than 10% of their
original amount (currently around 14% for MBS Bancaja 3and 19% for
MBS Bancaja 4).

Payment Interruption Risk Mitigated

Fitch views the transactions as sufficiently protected against
payment interruption risk. In a scenario of servicer disruption,
liquidity sources provide a sufficient buffer to mitigate liquidity
stresses on the notes, covering senior fees and interest payment
obligations on the senior notes while an alternative servicing
arrangement is implemented.

Liquidity Offsets Payment Holiday Stresses

Fitch does not expect the Covid-19 emergency support measures
introduced by the Spanish government and banks for borrowers in
vulnerability to negatively affect the SPVs' liquidity positions,
given the fully funded reserve funds in both transactions. Fitch
views the current and projected liquidity sources as robust and
able to offset the temporary liquidity stress driven by the
percentage of the loan portfolios that were on payment holidays for
MBS Bancaja 3 and 4 as of January 2021.

RATING SENSITIVITIES

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

-- MBS Bancaja 3 and 4's class A2 notes are rated at the highest
    level on Fitch's scale and cannot be upgraded.

-- For the mezzanine and junior notes, increased CE as the
    transactions deleverage to fully compensate for the credit
    losses and cash flow stresses that are commensurate with
    higher rating scenarios.

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

-- For MBS Bancaja 3 and 4's class A2 notes, a downgrade of
    Spain's Long-Term Issuer Default Rating (IDR) that could
    decrease the maximum achievable rating for Spanish structured
    finance transactions. This is because the class A2 notes are
    capped at the 'AAAsf' maximum achievable rating in Spain, six
    notches above the sovereign IDR.

-- A longer-than-expected coronavirus crisis that erodes
    macroeconomic fundamentals and the mortgage market in Spain
    beyond Fitch's current base case and downside sensitivities.
    CE ratios unable to fully compensate the credit losses and
    cash flow stresses associated with the current ratings
    scenarios, all else being equal.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. There were no findings that affected
the rating analysis. Because the latest loan-by-loan portfolio data
sourced from the European Data Warehouse did not include
information about property occupancy status, Fitch assumed a 34.6%
and 80.3% of the portfolio for MBS Bancaja 3 and 4 respectively to
be linked to second homes consistent with the exposure reported as
of transactions closing dates. This assumption is considered
adequate as the granular portfolios comprise fully amortising loans
so the exposure to second homes is expected to remain stable over
time.

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. Fitch did not
undertake a review of the information provided about the underlying
asset pools ahead of the transactions' initial closing. The
subsequent performance of the transactions over the years is
consistent with the agency's expectations given the operating
environment and Fitch is therefore satisfied that the asset pool
information relied upon for its initial rating analysis was
adequately reliable. Overall and together with the 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.

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.



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

DDM DEBT AB: S&P Assigns Prelim 'B' ICR on Continued Growth Plans
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Swedish-domiciled DDM Debt AB, the primary issuing
entity in the DDM Holding AG group. The outlook is stable.

S&P also assigned its preliminary 'B' issue rating, with a '4'
recovery rating (35% recovery prospects), to the group's proposed
EUR225 million senior secured notes, maturing in 2026.

Switzerland-based DDM group, listed on the Swedish Nasdaq First
North Growth Market Exchange, is a nimble, but small debt
purchaser.  The company invests in debt portfolios across Central,
Eastern, and Southern Europe, and 77% of its EUR258 million
120-month estimated remaining collections are from secured assets,
as of Dec. 31, 2020. Relative to peers, DDM has a narrower business
profile. The company is smaller than most rated peers, but its
revenues are entirely derived from collections on its assets.
Alongside its smaller scale, however, the narrower franchise and a
lack of revenue diversification constrain its rating.

S&P said, "DDM operates with weak statutory credit metrics that
weigh on its credit quality, in our view.   A key driver for our
rating is our conservative view of DDM's financial risk profile.
This is based on the company's relatively weak leverage and
interest coverage metrics using statutory EBITDA figures. In 2019
we estimate the debt-to- statutory EBITDA ratio and statutory
EBITDA interest coverage were 10.2x and 0.8x, respectively, and
moved toward 4.8x and 1.6x in 2020. We expect debt to statutory
EBIDTA to remain above 5.0x, and that the interest coverage will
stay below 2.0x over the next 24 months. These metrics are
commensurate with a financial risk profile of highly leveraged, in
line with that of some of DDM's sector peers. At the same time, the
group's metrics adjusted for collections from principal remains at
solid levels. As a result of DDM's size, business mix, and
portfolio composition, there is a relatively large difference
between statutory EBITDA and adjusted EBITDA. We expect these
adjusted metrics to remain in a range of 3x-4x compared to debt and
3x-6x in terms of coverage. That said, given DDM's focus on secured
portfolios, we see a significant risk that collections timing and
volume may become volatile, undermining the sustainability of these
metrics. As such, the group's statutory EBITDA metrics are critical
elements of our assessment."

DDM's financial policy is neutral for the rating.   DDM has been
listed on the Nasdaq First North Growth Market Exchange since 2014,
though the free float remains relatively modest at approximately
11% of group equity. The remaining 89% is held by DDM Finance Group
S.A., which is currently outside of the DDM group, and whose
interests are largely represented by long-term investor Mr. Erik
Fällstrom, who therefore indirectly holds 81% of DDM Group. S&P
said, "Importantly, we believe that DDM's well-experienced board
and management are dedicated to maintaining financial discipline
over the company's upcoming expansion phase. DDM has historically
remained controlled in their expansion e.g. primarily growing
either organically or through private-equity co-investments and
joint-ventures, rather than pursuing a leveraged approach.
Furthermore, DDM's stated policy that dividends are unlikely to be
paid out in the next few years as liquidity and growth is being
prioritized underscores our view of the company's sound financial
policy."

The group intends to use the proceeds of the proposed EUR225
million senior secured notes to refinance its existing capital
structure.   The EUR123 million of debt outstanding being
refinanced comprises EUR37 million secured notes (maturity 2021),
EUR77 million secured notes (maturity 2022), and EUR9 million drawn
under a EUR27 million revolving credit facility (RCF). S&P said,
"Residual proceeds from the issuance are to be used for general
corporate use, which we expect to be primarily diverted toward
portfolio investment. Our 'B' rating on the proposed debt reflects
our expectation of a 35% estimated recovery on the notes. We also
weighed into our analysis the group's EUR27 million RCF (due 2023
and held at the DDM Debt AB level) and a EUR18 million senior
secured note (due 2022)." The latter are held at the DDM Finance AB
level and the net proceeds have been down-streamed to DDM Debt AB
through a shareholder loan.

The stable outlook on DDM reflects S&P's view that the group's
leverage and debt-service metrics will remain steady. Specifically,
it expects statutory debt to EBITDA will stay above 5x.

Downside scenario

S&P said, "We could lower the rating on DDM if we observed an
overall weakening in its franchise and financial discipline that
led to a more aggressive financial policy. This could materialize
as a sizable dividend distributions or an inorganic growth strategy
that prompted us to view a pronounced deterioration in the group's
already constrained financial risk profile.

"We could lower our ratings on the notes to 'B-' if DDM were to see
its book values markedly decline, through impairments or
amortization of the book, or if the group increased its priority
debt. Both scenarios would weaken recovery prospects, in our view."

Upside scenario

S&P said, "We currently regard an upgrade as unlikely. This is
because we note that DDM's revenue streams are less diversified.
Also, because of its secured portfolio focus, the group's financial
metrics are less stable than that of peers that have a larger
revenue scope. That said, we would view positively a meaningful
improvement in the group's statutory coverage.

"The preliminary issue rating on DDM Debt AB's EUR225 million
senior secured bond due in 2026 is 'B' with a preliminary recovery
rating of '4', indicating our expectation of average recovery
(rounded estimate: 35%) in an event of default.

"We assume that the senior secured RCF, with a current volume of
EUR27 million, will be 85% drawn in an event of default.

"In our default scenario, we contemplate a default in 2025,
reflecting a significant decline in cash flow, difficult collection
conditions, or greater competitive pressures, leading to the
mispricing of portfolio purchases.

"In line with other debt purchasers, we use a discrete
asset-valuation approach.

"We take DDM's portfolio size and investments in affiliates as of
Dec. 31, 2020, assume 70% of the undrawn RCF balance is used for
portfolio purchases, and apply a 25% haircut to the total expected
book value as an estimate of resale value in a liquidation.

"We assume the DDM's would find a potential acquirer for its
portfolio, albeit with a 25% haircut to the carrying value."

-- Year of default: 2025

-- Jurisdiction: Sweden

-- Gross enterprise value at default: EUR119 million

-- Administrative costs: 5%

-- Net enterprise value after admin. costs: about EUR113 million

-- Total first-lien debt claims: About EUR24 million under RCF

-- Total second-lien priority debt: About EUR233 million

-- Total third-lien debt: circa EUR18 million issued by DDM
Finance AB

-- Recovery expectations: 35%

Note: All debt amounts include six months of prepetition interest.


SAS AB: Moody's Downgrades CFR to Caa1, Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of SAS AB to Caa1/Caa1-PD from
B3/B3-PD respectively. SAS' Baseline Credit Assessment has been
downgraded to caa2 from caa1. Concurrently the agency has
downgraded SAS Denmark-Norway-Sweden's backed senior unsecured MTN
programme rating to (P)B3 from (P)B2 and the instrument rating of
its Swiss Franc Perpetual guaranteed subordinated notes to Caa2
from Caa1. The outlook has been changed to negative from stable.

The rating actions reflect (i) the sharp deterioration in SAS'
liquidity profile since the material capital injection by its
shareholders in October last year with a need of securing
additional funding sources over the next months, (ii) the weaker
short term passenger traffic outlook for European airlines than
anticipated back in November 2020, and (iii) the very slow start to
the vaccination campaign across most European countries that make
it difficult to envisage with strong confidence a meaningful
reduction in infection rates for the important summer season.

A List of Affected Credit Ratings is available at
https://bit.ly/3f69Yhr

RATINGS RATIONALE

SAS' liquidity profile has deteriorated markedly over the time
frame of a single quarter to January 31, 2021 with the group's cash
& marketable securities dropping from SEK10.2 billion at the
beginning of the quarter to SEK4.7 billion at the end of the
quarter. The deterioration in the group's liquidity profile was
exacerbated by a reduction in available backup credit lines to
SEK1.1 billion from SEK2.8 billion at the beginning of the quarter.
The reduction in the group's cash position was driven by a material
cash burn pre working capital of SEK1.3 billion as passenger
traffic was very weak over the 3 months to January 31, 2021 with a
84% year-on-year decline in passenger numbers during the period
(~90% decline in Revenue Passenger Kilometer due to stronger short
haul demand). In addition SAS faced a material working capital
outflow of SEK3.7 billion stemming mainly from refunds (SEK2.1
billion), severance payments (SEK0.4 billion) as well as SEK0.3
billion. SEK0.9 billion of additional working capital outflows were
not detailed specifically by SAS.

SAS is working on several initiatives to strengthen its liquidity
profile including negotiations of deferred payments with suppliers,
aircraft financing, sale & lease back as well as straight aircraft
sale. The company has indicated on its earnings call that it
expects to have sufficient liquidity based on a traffic recovery
curve that foresees passenger demand reaching 10% to 20% of 2019
levels from February to April, 30% from May to June, 50% from July
to August and 50% to 60% from September to October. The company did
not present any alternative measures to boost its liquidity profile
in case the traffic recovery falls short of the pattern presented.

The passenger outlook for European airlines has deteriorated since
our last rating action on SAS in November 2020. The second wave of
the virus has led to a sharp increase in infection rates during the
fourth quarter and into Q1 2021 leading to a sequential decline in
passenger traffic for SAS. The company reported a 42% decline in
Available Seat Kilometers between October 2020 and January 2021.
Whilst infection rates have come down over the first few weeks of
2021 across many European countries as a result of broad based
lockdown measures, Moody's have seen an acceleration in infection
rates since late February -- beginning of March pointing to the
risk of a third wave of infections. As a result Moody's expect the
passenger traffic outlook for European markets to be very subdued
for the first half of calendar year 2021 at least. Moody's also
remain cautious on the strength of the recovery expected by most
European airlines for the summer season with the consensus view
being that passenger traffic between July and September will reach
between 40% and 60% of 2019 levels. As such Moody's deem risky to
base an airlines' liquidity planning on a recovery of passenger
traffic to 50% of 2019 levels during the summer season. Moody's
view of the long term recovery in credit metrics of SAS is not
materially impacted by Moody's weaker short term outlook and the
rating action is much more driven by the group's weakening
liquidity profile resulting in the necessity of taping additional
funding sources over the next months.

Vaccination campaigns across most European markets excluding the UK
have seen a very slow start both due to the low availability of
vaccines from producers but also to logistical challenges in many
countries. The recovery in passenger traffic by the summer season
is predicated on a material acceleration of the vaccination
campaigns to reach herd immunity across Europe by the third
quarter. The recent suspension of the AstraZeneca vaccine across
many European markets is a material set back in this regard both in
terms of a needed acceleration of the vaccination campaigns but
also in terms of consumer confidence in this important vaccine.
Beyond the suspension, AstraZeneca has also announced a material
reduction in vaccine deliveries in comparison to the agreed
quantities, which will also hold back vaccination campaigns even if
the suspension is being lifted over the next few days.

Moody's continue to apply the Government-Related Issuers
Methodology for SAS following the shareholder's (government of
Sweden and Denmark) increase in their respective equity stake in
SAS to around 22% each. Moody's apply a moderate support assumption
under its GRI methodology reflecting the materiality of the
recapitalisation package that was offered last year but also the
temporary nature of the European Commission's framework under which
the recapitalization package has been approved.

OUTLOOK

The negative outlook reflects the group's weak liquidity profile
and the risk that its liquidity cushion will erode further to an
unsustainable level over the next few months. The negative outlook
also reflects the risk of a challenging market environment well
into the summer season.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

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

The company's commitments to reduce its carbon dioxide emissions
are more ambitious than for most other network peers. SAS targets
to reduce a 25% reduction in net CO2 emissions by 2030 (compared to
2005 levels), and a 50% reduction in net CO2 emissions by 2050.

STRUCTURAL CONSIDERATIONS

The credit facilities and notes under SAS' medium-term note (MTN)
program are issued at SAS Denmark-Norway-Sweden, a consortium whose
liabilities are guaranteed by the constituent companies, namely SAS
Danmark A/S, SAS Norge AS and SAS Sverige AB.

The one notch uplift from the CFR for the senior unsecured medium
term notes reflects the material amount of subordinated capital
(SEK6 billion new State hybrid and CHF127 million subordinated
loan) providing loss absorption to the senior unsecured creditors.

The Caa2 rating of the CHF200 million perpetual subordinated notes
(CHF127 million outstanding) is one notch below the CFR, reflecting
its legal subordination to other senior secured and senior
unsecured debt in the capital structure but its contractual
seniority to the State subordinated hybrids.

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

In light of the challenging operating environment Moody's do not
foresee short term positive rating pressure. Longer term positive
rating pressure would build if, profitability is improved and gross
leverage as measured by Moody's adjusted debt/EBITDA would drop
sustainably below 6.0x and positive free cash flow generation,
supporting a further strengthening of the company's liquidity
profile.

The ratings of SAS could be lowered if the issuer's liquidity
profile deteriorates further.

The methodologies used in these ratings were Passenger Airline
Industry published in April 2018.



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

ARCELIK SA: S&P Ups Sr. Unsec. Debt Rating to 'BB+'
---------------------------------------------------
S&P Global ratings upgrades home appliances group Arcelik S.A. and
its senior unsecured debt to 'BB+' from 'BB'.

The stable outlook reflects S&P's view that the group should
continue generate stable EBITDA thanks to its geographical
expansion and flexible operating cost structure, despite volatile
foreign exchange (FX) in Turkey.

Arcelik showed strong operational and financial results in 2020
thanks to stronger than expected demand, favorable FX trends, good
working capital control, and no dividend payments.   The company
posted stellar results in 2020 despite a weak second quarter.
Revenues rose 28% thanks to very strong growth in both domestic and
international markets, coupled with positive foreign exchange
impact due to a weaker Turkish lira (TRY) versus euros. S&P had
previously anticipated weaker results, but consumers accelerated
their spending on home appliances and electronics from Q3 and
Arcelik managed to overcome operational disruptions linked to
COVID-19, managing inventories and receivables very carefully with
its large network of dealers in Turkey.

Higher revenues and low raw materials costs resulted into a record
high profitability, with S&P Global Ratings-adjusted EBITDA margin
of 13.6% (compared to an average of 10%-12% normally). FOCF was
also strongly positive at TRY 3.5 billion due to high EBITDA base
and working capital release.

The group stopped dividend distributions in 2020 (illustrating
again the longstanding support from parent company Koc Holding
A.S.) and sustained strong credit metrics, with the EBITDA interest
coverage ratio jumping to 4x versus 2.1x in 2019, while adjusted
leverage was at 1.1x and funds from operations (FFO) to debt was
66%. Overall, in highly volatile environment, Arcelik showed good
control of its working capital and capex spending and prudence in
terms of shareholder remuneration.

2021 should see lower profitability but credit metrics should stay
solid   S&P said, "In 2021 we forecast revenue growth of about 25%
thanks to volume growth in the company's main markets and higher
prices in Turkey. EBITDA margin should decrease to about 11% (from
13.6% in 2020), a level more in line with historical levels, due
mainly to higher raw material and expansion costs. That said, we
see Arcelik being able to maintain solid credit metrics, with
EBITDA interest coverage staying comfortably above 3.0x in 2021 and
2022. We assume Arcelik will not face a steep increase in
TRY-denominated debt, and continue to have the ability to refinance
itself on international and local capital markets at attractive
rates or via bank loans." Adjusted debt leverage should stay around
2x in 2021-2022 despite the resumptions of cash dividends from
2021, thanks notably to continued strong demand in international
markets.

Arcelik will strengthen its foothold in Asia with the acquisition
of Hitachi brands outside Japan, which we expect to close in the
first half 2021.   S&P said, "We understand Arcelik will pay around
$300 million for a 60% stake in the special purpose vehicle (SPV)
that will own Hitachi's home appliances sales and production assets
outside Japan. Arcelik will fund the transaction from its cash
balances. Hitachi will retain a 40% stake in the SPV. This
acquisition will increase Arcelik's revenue base and improve its
exposure to high volume growth in emerging markets, notably
Thailand, Vietnam, and Malaysia. The business has good market
shares in washing machines and refrigerators in these markets.
Arcelik will have the exclusive license of Hitachi branded home
appliances outside Japan for at least 15 years. The brand is
positioned as high end in Asia and is a good complement to
Arcelik's Beko brand. The company expects to extract synergies by
leveraging up each brand given that there is no direct product
overlap in their respective geographies. We see potential for
procurement synergies that--together with the pricing power
afforded by a strong brand--should offset some degree of
competitive pressure from regional and international players."

Arcelik's large share of cash flows in hard currencies and prudent
funding policy support a rating that's three notches above the 'B+'
foreign currency rating on Turkey.   The company enjoys a large
share of earnings (43%) in hard currency thanks to its large
presence in Western Europe which helps servicing its large USD/EUR
denominated debt (two bonds of respectively EUR 350 million and USD
500 million). Also, the company maintains large cash balances
(TRY12 billion at December 2020), with U.S. dollars and euros
representing the bulk of it. S&P said, "This funding structure and
the flexible operating costs support our view that the group could
sustain a hypothetical sovereign default stress test. Failure to
pass this test in a future reassessment would lead us to equalize
our rating on Arcelik with the foreign currency sovereign ratings
on Turkey (unsolicited; B+/Stable/B), which would imply a
three-notch downgrade."

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

S&P said, "The stable outlook reflects our view that the group's
increasing diversification outside Turkey, flexible operating cost
structure, and prudent funding policies should enable it to
maintain EBITDA interest coverage well within 3x-4x over the next
12 months.

"We could lower our rating on Arcelik if the group faces a sudden
and persistent drop in demand in main markets like Turkey or
Western Europe, a sharp increase in financing costs, or persistent
large negative FOCF generation. We believe this could translate
into EBITDA interest coverage decreasing below 3x on a sustained
basis. We would also lower the ratings on Arcelik if lowered the
sovereign credit rating on Turkey.

"We could upgrade Arcelik if its liquidity position significantly
improves, with the sources to uses ratio above 1.2x in the next 12
months."




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

AI MISTRAL: S&P Cuts Rating to SD on Distressed Debt Restructuring
------------------------------------------------------------------
S&P Global Ratings downgraded Al Mistral Holdco Ltd., the parent of
integrated marine services provider V.Group, to 'SD' (Selective
Default) from 'CCC+'. S&P also lowered the issue rating on the
second-lien term loan to 'D', followed by the withdrawal of the
rating on the write-off of the debt instrument.

S&P said, "We will reassess Al Mistral's creditworthiness in the
coming days, once we have reviewed the group's new capital
structure, liquidity position, and business prospects.

"We view the debt restructuring as tantamount to default, since the
second-lien lenders receive less than the original promise.   Al
Mistral obtained unanimous approval from its lenders to effectively
convert the $172.5 million second-lien term loan to a new $75
million first-lien term loan C with an option to accrue interest,
while the remaining $97.5 million have been effectively written
off. The $75 million new first-lien term loan C consists of $50
million term loan C-1 due in March 2024 and $25 million term loan
C-2 due in March 2026 (versus March 2025 originally). The
restructuring effectively reduced the company's interest cost by
$14 million per year. At the same time, the group has extended the
maturities of its revolving credit facility (RCF) and its
acquisition credit facilities (ACF) to December 2023 from March
2022. The current owner Advent International Corporation also made
a $50 million equity contribution to strengthen Al Mistral's
balance sheet. We note that the original $497 million first-lien
term loan B was not part of the restructuring and its original
terms remain unchanged.

"We view the restructuring as distressed.  With a reported leverage
of over 10x debt to EBITDA prior to the restructuring, we viewed Al
Mistral's capital structure as unsustainable with a substantial $50
million debt service requirement per year (compared with an S&P
Global Ratings-adjusted EBITDA of $50 million-$55 million prior to
the pandemic) while the business conditions remain uncertain. We
therefore believe that, absent the restructuring (which reduces
cash interest by $14 million per year) and the equity injection
from the sponsor, Al Mistral would likely face liquidity pressure
over the medium term."

As part of the transaction, Al Mistral's RCF lenders have waived
the RCF covenant for a liquidity covenant.  Al Mistral's RCF
originally contained a springing covenant tested on a quarterly
basis and stipulating a maximum senior secured leverage of 7.5x. As
part of the restructuring, the lenders have agreed to replace this
covenant with a minimum liquidity test of $20 million (comprising
cash on hand and availability under the RCF).

S&P will review its issuer credit rating on Al Mistral in the
coming days.

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

-- Health and safety.


ASTON MARTIN: S&P Alters Outlook to Stable, Affirms 'CCC' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K.-based luxury sports
car manufacturer Aston Martin Lagonda (AML) to stable and affirmed
its 'CCC' long-term issuer credit rating. S&P affirmed the 'CCC'
issue rating on the first lien notes and its 'CC' issue rating on
the second-lien notes. The recovery ratings are unchanged.

The stable outlook reflects S&P's view that higher cash on the
balance sheet gives management more time to turn the business
around and improve sales, revenues, profitability, and cash flows.
Ultimately, the sustainability of the capital structure depends on
management meeting its ambitious goals.

By successfully shoring up AML's cash balances, management has
bought itself some time to improve the company's fortunes and
reduce the negative effects of its high rate of cash burn.

The recent GBP76 million bond tap, on the existing first-lien
notes' terms (with the interest margin applicable on only GBP70
million), has boosted AML's liquidity. Pro forma cash on balance
sheet at year-end 2020, including the tap, is GBP565 million. We
calculate that AML will continue to exhibit FOCF of minus GBP185
million-GBP225 million for fiscal 2021 (FY2021 ending Dec. 31,
2021, compared to minus GBP580 million in FY2020) regardless of the
expected recovery in volume growth, revenues, and profitability in
our base case. At this rate of cash burn, S&P forecasts that AML
will have about GBP325 million-GBP355 million cash on balance sheet
at the end of FY2021. If management's efforts to turn the business
around falter for any reason, the cash burn could hasten and cash
balances could erode even faster than we assume in our base case.
The high rate of cash burn will continue through to FY2022 and
therefore it is crucial that management successfully achieve its
financial targets. At this stage, our base case does not include
possible haircuts to our assumptions for production or sales
volumes in light of increasing COVID-19 infections and governments'
increasing containment measures.

Other than the sharp reduction in volumes in 2020 caused by the
pandemic and a decision to reduce dealer inventories, the main
contributor to the deeply negative FOCF is ongoing investment in
R&D and new model rollouts. These include the Valkyrie, due to
launch in 2021, and the Valhalla, planned for 2023. AML is also
developing new technologies and vehicle architecture to underpin
these new models and has a strategic partnership with Mercedes-Benz
AG. The latter will provide technological support through to 2027
in exchange for a 20% stake in the group (currently 11.85%). This
supports a slight reduction in capital investment in new
technologies in the near term, allowing AML to focus on other key
differentiating product specifications, but its overall outgoings
remain high. The partnership should also support AML's future
ambitions for hybrid or electric-powered vehicle production. With
its consistent high spending on new model development, any adverse
effects on the group's ability to meet its current operational and
financial targets in 2021 and 2022 could increase the likelihood of
a near-term liquidity crunch.

S&P's forecasts for 2021 suggest an improvement in the group's
metrics, but pandemic-related risks persist.

AML's strategic decision to destock its inventories in 2020 placed
it well to align production with demand. The rollout of the DBX
model from the St Athan facility in second-half 2020 will also
allow AML to drive DBX production and sales this year, and deliver
on its current plan. S&P said, "We forecast wholesale volumes in
2021 to align with management expectations, at around 6,000
vehicles, increasing to above 7,000 in 2022. We believe that AML
can achieve this. It has good order-book visibility for its sports
cars as well as its SUV model, the DBX. This would result in total
revenues of nearly GBP1 billion in 2021, and above GBP1.1 billion
in 2022, including revenues from the sale of parts, servicing of
vehicles, and brand and motorsport revenues. EBITDA margins for
2021 are forecast at around 13%-16%, and similar in 2022. We still
expect AML to generate negative S&P Global Ratings-adjusted EBITDA,
accounting for capitalized R&D spending." This would mean debt to
EBITDA and FOCF to debt remaining deeply negative or not
meaningful, and the capital structure proving unsustainable.

These forecasts remain vulnerable to changing macroeconomic
conditions, particularly in relation to any pandemic-related
restrictions that could see manufacturing facilities in the U.K.
affected, or impact dealerships in AML's key end-markets. Lockdowns
in the U.K. and across Europe have shown signs of easing, which
could support AML's ability to meet vehicle production demands.

The group's entry into F1 racing should support its marketing
ambitions.

Aston Martin joins the Formula One World Championship in 2021 for
the first time since 1960, with the fully branded Aston Martin
Cognizant F1™, which should support its brand marketing
ambitions. S&P said, "We currently expect a full season, with 20
out of 22 race locations in markets where AML has a dealer
footprint. We do not forecast any cash flow impact from this, and
the financial impact remains limited to the annual sponsorship fee,
in line with the prior Red Bull agreement."

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

S&P said, "The stable outlook reflects our view that higher cash on
balance sheet gives management more time to turn the business
around and improve sales, revenues, profitability, and cash flows.
Ultimately, the sustainability of the capital structure depend on
management achieving its ambitious goals.

"We could lower the ratings if sales through 2021 did not
illustrate the group's ability to meet its current targets, such
that EBITDA generation weakened and liquidity came under pressure
again, leading to an increased likelihood of a near-term default or
payment crisis. We could lower the ratings if we expected a default
scenario or a distressed exchange offer, or if AML undertook a
balance sheet restructuring.

"We could revise the outlook to positive or consider an upgrade if
the group's revenues and EBITDA illustrated a strong recovery in
2021, from 2020, or if the high cash burn tapered off such that the
liquidity position in the near and medium term stabilized. Ratings
upside also remains reliant on supportive macroeconomic
conditions."


CENTRAL NOTTINGHAMSHIRE HOSPITALS: S&P Keeps BB SPUR on Watch Neg.
------------------------------------------------------------------
S&P Global Ratings maintained its placement of the 'BB' S&P
underlying rating (SPUR) on the bonds issued by Central
Nottinghamshire Hospitals PLC (CNH or ProjectCo) on CreditWatch
with negative implications. At the same time, S&P has affirmed its
'AA' long-term issue rating on the bonds.

The 'AA' long-term issue rating and stable outlook on the bonds
continues to reflect that on the bond insurer, Assured Guaranty
(Europe) PLC (AGE).

U.K.-based limited-purpose vehicle CNH issued a GBP351.9 million
index-linked senior secured bond (including a GBP32.0 million
variation bond) due 2042, to finance the design, construction, and
operations of the hospital facilities at three sites--King's Mill
Hospital, Mansfield Community Hospital, and Newark General
Hospital--for the trust and NHS Property Services Ltd. (which is
not party to the project agreement, but uses the trust's
facilities).

The bonds were issued in 2005 under a 37-year private finance
initiative (PFI) concession agreement. Construction was completed
in 2011. Hard facilities management (FM) services are provided by
SFS, which is part of Skanska AB. Compass Contract Services (UK)
Ltd., trading as Medirest Ltd., provides soft FM services.

Strengths

-- The senior debt benefits from a guarantee of payment from AGE.

-- An availability based revenue stream with no exposure to volume
or market risk.

Risks

-- Weak performance in SFS' operations relative to the project
agreement's requirements led to CNH breaching the contractual
thresholds for termination in April 2019 and September 2020. This
entitled the trust to terminate the project agreement, and the
creditors to accelerate the repayment of the senior debt under the
Collateral Deed. That said, CNH's interpretation is that the trust
no longer has the right to terminate the agreement.

-- Due to the ongoing review by the IPA, the trust may be
pressured to ensure the project is delivering value for money and
to exercise its contractual rights.

-- Due to higher costs expected in 2021, including those incurred
to reach a settlement agreement and agree historical deductions, we
forecast an ADSCR below the covenanted level of 1.05x.

-- CNH retains the risk that required lifecycle expenditure might
exceed the budget.

The progress to mitigate the EoD triggered by SFS' underperformance
has been slow.  The heads of terms (HoTs) of the settlement
agreement--under which the trust would wipe out the service failure
points accrued for SFS' underperformance in 2019 and 2020--still
has not been agreed. Progress has been partially slowed by the
lengthy process of agreeing the details of SFS' Operational
Delivery Plan (ODP), an improvement framework that will form part
of the HoTs of the settlement agreement. With support of an
external consultancy--Track Consulting Ltd.--the trust, CNH, and
SFS are scrutinizing over 200 items of the ODP, identifying and
reviewing root causes of the issues, and agreeing the target key
performance indicators. The commercial terms of the settlement are
also still up for negotiation.

One of the conditions for signing the settlement agreement will be
an improvement in SFS' operating performance against a set of
targets included in the ODP, which the trust will be monitoring
during a "standstill period" of at about six months while the ODP
and various contract interpretations are closed out. S&P
understands the plan is to agree the settlement before the end of
2021.

The EoD entitled the trust to terminate the project.  An EoD under
the project agreement followed by a subsequent breach of a further
termination threshold entitles the trust to terminate the PFI
contract with CNH. CNH first breached the termination threshold in
April 2019, and subsequently in September 2020. Under the
collateral deed, an EoD entitles the controlling creditor to
enforce the security and declare the bonds immediately due and
payable. Although CNH thinks the EoDs have expired, there is a risk
that continued poor performance could lead to a further breach in
the future. The compensation that would be due from the trust to
CNH in case of termination of the PFI, and a potential disruption
in service provision at the hospitals, are, in S&P's view,
deterrents. Nevertheless, potential risk of the project's
termination persists.

The trust may come under pressure to exercise its rights.  S&P
believes the risk is amplified by the recently initiated review of
CNH by the IPA. This U.K. government organization is mandated to
advise whether the projects delivered by the private sector are
successful and providing value for money in line with government
priorities. CNH is the only PFI hospital project that the IPA is
scrutinizing as part of its review of projects within the National
Health Service (NHS). Given the persisting EoD, the trust may
become pressured to ensure CNH is delivering value for money in
line with the trust's and NHS objectives, and to execute its
contractual rights. These might include taking steps that could
ultimately lead to the project's termination.

S&P said, "We forecast that CNH could trigger another EoD under the
collateral deed for weak credit metrics.  In addition to incurring
legal and consultants' fees related to reaching the settlement, CNH
has agreed to contribute to SFS' compensation due to the trust
under the agreement. Furthermore, as long as the project remains in
distribution lock-up imposed by the controlling creditor in
December 2019, it will not be able to service is subordinate debt
and deduct the interest paid from its taxable income, leading to
higher tax liabilities due for 2021. This--combined with higher
costs expected under the five-yearly lifecycle plan that SFS
updated earlier this year--and related higher cash trapping in the
maintenance reserve account, could lead to ADSCR falling below
1.05x, which is an EoD under the collateral deed. Under our
base-case forecast, we expect ADSCR of 1.04x for the 12 months
ending September 2021." That said, CNH forecasts that its ADSCR
will remain above 1.05x when calculated in accordance with the
Collateral Deed. CNH reported actual ADSCR of 1.13x for the period
ended September 2020.

In S&P's view, the persisting risk of termination outweighs
improvements in operations and the relationship.  Thanks to SFS
committing additional staff to the project--including a new
regional director--all services except for estates remained
comfortably below the warning notice levels under the project
agreement throughout 2020. The trust has not relaxed any
performance requirements or payment mechanisms during subsequent
waves of COVID-19 outbreaks, which, in its view, demonstrates SFS'
improved performance. SFS has also addressed other outstanding
issues. In particular, it compensated the trust for the water
contamination and power outage occurrences last summer, and is
addressing the roof leaks.

Following the appointment by CNH of a new project director--who
proactively approaches the trust to discuss differential contract
interpretations and how they can be resolved—S&P thinks the
project's relationship with the trust has improved and became more
cooperative. This has been demonstrated by the trust not issuing a
warning notice, which it was entitled to do after a lift failed in
January and remained out of service for a prolonged period pending
receipt of a replacement part. The trust only issued a notice of
increased monitoring. This had no further consequences because CNH
had been already been under an increased monitoring regime, since
being issued a warning notice for an earlier lift that was out of
service from August until September 2020.

The stable outlook on the long-term issue rating reflects the
outlook on the rating on the bond insurer, AGE, and will be revised
in line with any rating changes or outlook revisions on AGE.

The CreditWatch negative placement of the SPUR continues to reflect
that we could lower the underlying rating further if, within the
next three-to-six months, CNH, SFS, and the trust are no closer to
reaching a settlement agreement. S&P would take a negative rating
action earlier if we become aware of developments leading the trust
to take steps that could ultimately result in the project's
termination.


CIDRON AIDA: Moody's Assigns B3 Rating to New Notes Issuance
------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to the proposed
notes issuance of Cidron Aida Bidco Ltd's ('ADVANZ') subsidiary
Cidron Aida Finco S.a r.l ('the company'). The 2028 backed senior
secured notes will total $1,020 million equivalent, split between a
$560 million equivalent Euro-denominated tranche and a $460 million
equivalent Sterling-denominated tranche. The notes will help
finance the group's acquisition by funds controlled by Nordic
Capital alongside term loans and new equity. The outlook on all
entities remains stable.

RATINGS RATIONALE

The B3 ratings on the proposed notes issuance are in line with
ADVANZ's corporate family rating assigned on March 17, 2021
(https://www.moodys.com/research/Moodys-assigns-B3-CFR-to-Cidron-Aida-Bidco-Ltd-aka--PR_442456)
as well as the B3 ratings on the company's $360 million equivalent
Euro-denominated senior secured first lien term loan and pari passu
ranking $200 million multicurrency senior secured revolving credit
facility assigned the same day. All the debt instruments will rank
pari passu and benefit from the same security package in ADVANZ's
new capital structure and no form of subordination exists.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that revenue and
EBITDA will start growing organically from 2022 upon successful
launch of larger pipeline products, with modestly declining margins
and adjusted gross debt/EBITDA remaining around 6.0x. The stable
outlook assumes that ADVANZ will calibrate the size of its
acquisitions such that they can be mostly funded using cash on hand
and internally generated cash flows.

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

Upward pressure on ADVANZ's ratings could develop should the
company achieve sustained like-for-like revenue and EBITDA growth,
leading to a reduction in Moody's-adjusted debt/EBITDA to below
5.5x while maintaining solid free cash flow (FCF) and good
liquidity. The absence of a satisfactory resolution of legal
proceedings in the UK could constrain rating or outlook
improvement.

ADVANZ's ratings could be under downward pressure if (1) revenue
and EBITDA regression increased, or (2) liquidity weakened,
particularly if FCF reduced sustainably, or (3) if Moody's adjusted
gross debt/EBITDA increased towards 7.0x, including as a result of
debt-funded acquisitions.

ESG CONSIDERATIONS

Moody's analysis incorporates social risks pertaining to customer
relations and responsible production, including the ongoing
investigations by the UK's Competition and Markets Authority (CMA)
which ADVANZ faces and the emergence of more complex products
raising product safety as well as regulatory risks linked to
manufacturing compliance.

Governance factors that Moody's considers in ADVANZ's credit
profile include the risk that the company will embark on
debt-funded acquisitions which would increase leverage or business
risk.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in London, UK, ADVANZ is a pharmaceutical company
marketing mature branded drugs as well as generics. It operates a
portfolio of more than 170 molecules marketed in about 100
countries across various therapeutic areas. In 2020, ADVANZ had
revenue of $526 million and EBITDA of $233 million (before
exceptional items). ADVANZ is currently undergoing an LBO by funds
ultimately controlled and advised by financial sponsor Nordic
Capital.

CINEWORLD: Posts Annual Loss of More Than US$3 Billion
------------------------------------------------------
Scott Reid at The Scotsman reports that Cinema giant Cineworld has
revealed an annual loss of more than US$3 billion (GBP2.2 billion)
after closing its sites amid the pandemic, but is hopeful of strong
pent-up demand once they reopen.

According to The Scotsman, the chain, which also owns the
Picturehouse franchise that includes Edinburgh's famous Cameo
cinema, swung to the 2020 loss from a pre-tax profit of US$212.3
million in 2019 after revenues plummeted by 80% and admissions
tumbled from 275 million to 54.4 million.

However, the group, as cited by The Scotsman, said it is hopeful of
a recovery thanks to vaccine progress and "strong pent-up demand"
once its cinemas open in the US from April 2, in the UK from May
17, and the rest of the world also in May.

But it continued to warn of "material uncertainties" over its
ability to continue as a going concern, given the potential for
further disruption to its sites and the release of films during the
crisis, The Scotsman notes.

Cineworld Group was founded in 1995 and listed its shares on the
London Stock Exchange in 2007.  Globally it operates 9,548 screens
across 793 sites.

The phased reopening in the US will start with a limited number of
cinemas opening for Godzilla vs. Kong on April 2, followed by
screenings of Mortal Kombat from April 16, The Scotsman states.

According to The Scotsman, Susannah Streeter, senior investment and
markets analyst at financial services firm Hargreaves Lansdown,
said: "The annual loss, the first in its history, comes as little
surprise, given how Covid has played out as a highly depressing
story for the industry, with revenue streams completely drying up.

"The numbers are eyewatering, with losses totalling just over US$3
billion for the year compared to a US$212 million profit last year.
Crawling back to profitability after such a big hit will require
almost superhero levels of effort and the company has warned that
material uncertainty around its ability to continue as a going
concern remain."


FLAMINGO GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Flamingo Group's parent
ZARA UK Topco Ltd. to stable from negative and affirmed its 'B'
long-term issuer credit and issue ratings on the company and its
EUR280 million senior secured term loan and EUR30 million revolving
credit facility (RCF).

S&P said, "The stable outlook reflects our expectation that the
group's operational performance should remain resilient in the next
12 months and our forecast of moderately positive FOCF after
capital expenditure (capex) and working capital to support growth.

"Flamingo Group's operating performance was resilient in 2020 and
we expect supportive demand for flowers and vegetables will
continue in the next 12 months.  Demand for flowers was resilient
in 2020 because European retail stores remained opened throughout
the year and continued to offer popular, low-priced items to their
customers. Flamingo also benefited from strong online demand, which
represented about 18% of 2020 revenue, increasing from less than
10% in 2019. In addition, demand for packed vegetables was
supported by the rise in in-home cooking. The company managed to
ensure successful delivery of its products thanks to its in-house
growing capabilities and an increase in flights, securing shipping
of flowers to Europe from Africa. We anticipate consumer habits
will remain supportive, with continued demand for low-price nonfood
items, online shopping, and at-home cooking supporting demand for
cut-flowers and vegetables in Europe. We also anticipate the
group's EBITDA margin will remain in the 9%-10% range in 2021
thanks to recent efforts to control costs of fertilizers and labor,
continued growth in the profitable online channel, and lower
exceptional costs in the next 12 months offsetting our expectation
of higher logistics costs.

"We do not forecast major setbacks coming from the political
environment in Ethiopia and from the U.K.'s exit from the EU
(Brexit).  The civil unrest in Ethiopia caused disruption at
Flamingo's sites in June and July 2020. The situation has now
normalized around production sites and we do not anticipate more
disruption from rioting in 2021. The company is incurring
additional costs to adapt its airfreight logistics and meet new
administrative requirements related to Brexit. We forecast these
additional costs will be about GBP1 million-GBP2 million in 2021
and anticipate that the group will be able offset this impact with
pricing initiatives.

"We expect Flamingo Group will generate positive FOCF in the next
12 months, although less than 2020 due to planned capex and working
capital to support growth.  We forecast Flamingo Group generated
substantial FOCF in 2020 of GBP37 million-GBP40 million, thanks to
its high profit margins and lower working capital. Flamingo managed
to stabilize its S&P Global Ratings-adjusted EBITDA margin at about
9.0%-9.5% in 2020, compared with 9.7% in 2019. The company also
offset higher costs for logistics and to ensure social-distancing
requirements on sites thanks to its ability to pass them through to
customers and the high profitability of its expanding online sales.
Additionally, the company maintained good control over its
inventories and receivables and benefited from supportive timing of
value-added tax collection in Africa, together resulting in cash
inflows in 2020. Consequently, we estimate Flamingo Group generated
FOCF in the GBP37 million-GBP40 million range last year. We
forecast positive FOCF in 2021, in the GBP5 million-GBP10 million
range. This reflects our expectation of higher capex than prior
years to support investments to expand its capabilities in
greenhouses and packaging, supporting the group's ambitions to
increase its vertical integration. Our 2021 FOCF forecast also
considers greater working capital requirements to support revenue
growth, although we expect the company will maintain good control
over its inventories and receivables.

"We anticipate the company's leverage ratio will improve and remain
close to 5.0x in the next 12 months thanks to likely increasing
EBITDA and our expectation that it will repay its RCF.  We forecast
Flamingo slightly lowered its S&P Global Ratings-adjusted debt
leverage ratio to about 5.0x-5.3x in 2020, from 5.6x in 2019,
thanks to higher EBITDA and lower gross debt levels with the
repayment of the GBP28.3 million vendor loan. For 2021, we forecast
the debt leverage ratio will stabilize at about 5.0x thanks to
higher EBITDA generation, no significant debt-funded acquisitions
or increases in shareholder remuneration, and our assumption that
it will repay its fully drawn RCF.

"The stable outlook reflects our expectation that Flamingo Group's
operational performance will remain resilient thanks to supportive
consumer demand, efforts to control operating expenses, and our
expectation of lower exceptional costs. This should overall
translate to an EBITDA margin in the 9%-10% range. In our base
case, we forecast the group will continue to generate positive FOCF
and maintain its debt leverage ratio close to 5.0x.

"We could lower the rating in the next 12 months if we see a strong
EBITDA decline, with the inability to manage working capital swings
leading to negative FOCF or funds from operations (FFO) cash
interest coverage decreasing toward 2.0x. We think this could occur
from loss of one key customer relationship, higher-than-expected
competitive pressures in the digital channel, or lower product
availability, for example, from adverse weather conditions or
political turbulence in sourcing regions like Kenya or Ethiopia.

"We could raise the rating if the group and its private-equity
owner are willing to maintain adjusted debt leverage comfortably
below 5.0x, combined with positive FOCF on a sustained basis.

"We would also view positively the group substantially increasing
the size of its operations, enabling economies of scale, with
greater diversification among its customer base and end markets.
This could happen in case of successful penetration of new markets
outside Western Europe combined with a greater share of sales from
self-grown products, resulting in higher profit margins."

JOHN LEWIS: Won't Reopen Eight Stores Once Lockdown Eases
---------------------------------------------------------
BBC News reports that John Lewis has said it will not reopen eight
of its stores once lockdown eases, putting 1,465 jobs at risk.

The retail giant said some locations could not sustain a large
store, BBC relates.

Four "At Home" shops in Ashford, Tunbridge Wells, Basingstoke, and
Chester will close -- as well as department stores in Aberdeen,
Peterborough, Sheffield and York, BBC discloses.

According to BBC, John Lewis said the eight shops were "financially
challenged prior to the pandemic".

Earlier this month, the retailer warned it would be making more
store closures after the impact of the pandemic led it to report a
hefty annual loss, BBC recounts.

The latest move comes on top of the closure of eight stores that
John Lewis announced last year, BBC states.  The chain has now axed
around a third of its stores in less than a year, according to
BBC.

The company said it planned to create more places to shop for John
Lewis products across the UK, BBC notes.  It suggested it would not
entirely move out of areas where the main store was closing, BBC
states.

John Lewis said 34 stores would start reopening from April 12,
subject to government guidance, with the exception of Glasgow,
which will reopen from April 26, and Edinburgh, which will reopen
on May 14, BBC relays.

The company, as cited by BBC, said the stores that were closing
were in locations where it did not have enough customers.  "Given
the significant shift to online shopping in recent years -- and our
belief that this trend will not materially reverse -- we do not
think the performance of these eight stores can be substantially
improved."

John Lewis said it expects from 60-70% of John Lewis sales to be
made online in the future, BBC notes.  Nearly 50% of its customers
have been using a combination of store and online when making their
purchases, BBC relates.

The pandemic caused the chain's first ever annual loss of GBP517
million for the year to January, against profits of £146m the
previous year, BBC discloses.


LIBERTY STEEL: UK Government Explores Options to Avoid Collapse
---------------------------------------------------------------
BBC News reports that Business Secretary Kwasi Kwarteng has told
MPs the UK government is looking at all options to make sure
Liberty Steel does not collapse.

Mr. Kwarteng told the House of Commons he had met with the firm's
management several times in the past three weeks and spoke to
unions on March 25, BBC relates.

Liberty Steel employs about 5,000 people in the UK, BBC discloses.

According to BBC, Mr. Kwarteng told MPs that "there is a future for
the steel industry in the UK" and he hopes to support the company
"in its entirety".

"We are doing all we can to look at all options to make sure that
this vital piece of infrastructure continues and remains a going
concern," BBC quotes Mr. Kwarteng as saying.

Labour is calling for the government to step in and save Liberty
Steel, BBC states.

Shadow business secretary Ed Miliband said last week that the
situation was "urgent and worrying" and nothing should be off the
table, including nationalisation, BBC recounts.

GFG Alliance, which owns Liberty Steel, has confirmed its cash flow
has been badly affected by the collapse of Greensill Capital, BBC
relays.

It emerged that the steel producer is asking some customers to pay
upfront as it struggles with cash flow, BBC notes.


MILLER HOMES: Fitch Corrects July 17, 2020 Ratings Report
---------------------------------------------------------
This is a correction of a rating action commentary published on 17
July 2020. It includes the Recovery Ratings Scale ('RR') of the
secured bond that were omitted in the original release.

Fitch Ratings has affirmed Miller Homes Group Holdings plc's
Long-Term Issuer Default Rating (IDR) at 'BB-' with a Stable
Outlook. Fitch has also affirmed the senior secured rating on the
company's outstanding secured bond issues at 'BB'/'RR2'.

The ratings reflect Fitch's expectations of a stable operational
and financial performance as well as sustained free cash flow (FCF)
generation, albeit of a smaller size. Fitch forecasts a temporary
increase in Miller Homes' leverage resulting from the disruption to
construction work and a 25% reduction in unit sales due to the
operational constraints of the pandemic lockdown in 2020, returning
to normal metrics that are commensurate with a 'BB' midpoint by
2021-2022.

KEY RATING DRIVERS

Lockdown Affects Turnover and Margins: The lockdown due to the
pandemic has adversely affected Miller Homes' 2020 turnover and
operating margins. This is due to construction delays and purchases
deferred until later in the year or into next year. Fitch forecasts
the company will deliver FY20 turnover of above GBP600 million,
which will be a decrease of around 26% and the EBITDA margin to
decrease to around 15% in 2020 (Fitch-calculated EBITDA margin of
19% in 2019).

Increased Leverage: Lower turnover and profit margins forecast for
FY20 would result in higher funds from operations (FFO) leverage
metrics for Miller Homes of around 5.0x and 4.0x on a gross and net
debt basis, respectively. Positive FCF generation should enable the
company to improve the gross leverage to below 3.5x by 2021-2022,
which is in line with Fitch's negative rating sensitivity.

Positive FCF Generation: Miller Homes generated positive FCF of
around GBP40 million to GBP50 million annually over 2016-2019. Due
to the lockdown, Fitch forecasts this to turn negative due to lower
operating margins and a working capital outflow in 2019, returning
into positive territory over 2021-2023 despite substantial land
purchases.

Undersupplied Market: The UK housing market remains structurally
undersupplied, with the level of new-build falling significantly
short of the 300,000 annual units the market requires to balance
demand. Fitch believes the government will continue to support new
developments to combat housing shortages. To support the industry
in the downturn, the government recently implemented a zero stamp
duty policy for properties valued at and below GBP500,000 until 31
March 2021. Along with the help-to-buy scheme and low mortgage
rates, Fitch views the government support of the sector as
beneficial for the ratings.

Medium-sized Housebuilder: Miller Homes operates in selected
regions of the UK, mainly building family homes of 3 to 4+ bedrooms
with an average selling price of around GBP250,000. The company's
northern England and Scotland (totaling two-thirds of units)
regional focus provides less volatile demand as well as sales price
movements which result in a more stable operating environment and
ultimately more stable cash flows.

DERIVATION SUMMARY

Miller Homes is a medium-sized UK housebuilder focused on Scotland,
northern England, the Midlands, and to a lesser extent, southern
England. The company is able to compete locally with very large UK
rivals, such as Taylor Wimpey and Barratt. The company is
well-positioned relative to rated peers, which include Russia's
PJSC LSR Group (B+/Stable), PJSC PIK Group (BB-/Stable) and the
German Consus Real Estate AG (B-/Stable) and Taylor Wimpey. The
operating and regulation environments differ across EMEA, making a
direct comparison difficult. The UK homebuilder funding model
requires the company to fund land and completion costs with only a
small deposit from the prospective home buyer who pays the
remainder upon completion.

Miller Homes is smaller in size than Taylor Wimpey, PIK Group or
LSR, but comparable with Consus. Miller Homes has a stronger
financial profile with FFO gross leverage of 2.5x as at end-2019
versus over 6x at Consus and more than 3x at LSR. Fitch expects the
company's gross leverage metric to increase in FY20 due to the
lockdown and decreased turnover and margins, although Fitch
forecasts it to come down to below Fitch's negative rating
sensitivities of 3.5x by 2021-2022. The forecast gross leverage may
be a little higher than Fitch's 'BB' mid-points as per Fitch's EMEA
Housebuilding Navigator, while sustainable positive FCF generation
is a credit positive.

KEY ASSUMPTIONS

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

-- A 26% decline in 2020 turnover followed by a recovery to
    around GBP900 million per year thereafter;

-- Decrease in the Fitch-calculated EBITDA margins from over 19%
    in 2019 to around 15% in 2020, followed by a recovery to
    around 17% over the rating horizon;

-- Working capital outflow of around GBP60 million in each year
    during 2020-2023 on average;

-- No dividend payments.

RATING SENSITIVITIES

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

-- FFO gross leverage below 2.0x on a sustained basis;

-- Maintaining order book/development work in progress (WIP)
    around or above 100% on a sustained basis (June 2020: 177%);

-- Positive FCF on a sustained basis.

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

-- FFO gross leverage above 3.5x on a sustained basis;

-- Order book/development WIP materially below 100% on a
    sustained basis, indicating speculative development;

-- Distribution to Bridgepoint shareholders that would lead to a
    material reduction in cash flow generation and slower
    deleveraging;

-- Land bank to gross debt ratio below 1.0x.

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

Good Liquidity Position: Miller Homes' liquidity comprised an
GBP152 million super senior revolving credit facility and GBP124
million of Fitch-calculated available cash at end-2019. This amount
should be sufficient to cover the forecast negative FCF in FY20 as
well as working capital outflows related mostly to land purchases.

The company has no debt maturities until the GBP161 million senior
secured floating rate notes maturing in October 2023.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Cash of GBP16 million was treated as restricted cash,
    representing average swings in intra-month working capital.

ESG CONSIDERATIONS

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(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).

NEPTUNE ENERGY: S&P Alters Outlook to Stable, Affirms 'BB-' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook on its 'BB-' long-term
issuer credit rating on Neptune Energy Group Midco Ltd. (Neptune)
to stable from negative and affirmed the rating.

The stable outlook indicates that Neptune is likely to grow
organically over the next 12 months, maintaining FFO to debt
comfortably above 20%.

S&P said, "Neptune demonstrated financial resilience through the
downturn in 2020, and we now expect it to maintain comfortable
headroom in its credit metrics for 2021.  In 2020, Neptune produced
about 142,400 barrels of oil equivalent per day (boepd), and
achieved S&P Global Ratings-adjusted EBITDA of about $908 million.
Although this was at the lower end of our forecast of $900
million-$1 billion, Neptune avoided substantial cash burn and a
buildup of financial debt in 2020." A number of factors supported
Neptune's cash flow: temporary tax support in Norway, prudent
capital expenditure (capex), and no dividends. Neptune reported FFO
to debt of 21.4%, slightly above the 20% threshold for the current
rating.

S&P said, "Given our expectation of supportive oil and gas prices,
we forecast that the headroom under the rating will improve.   We
assume Brent oil price of $60 per barrel (/bbl) in 2021, which
should allow Neptune to achieve adjusted EBITDA of $1.30
billion-$1.45 billion in 2021 and support a recovery in FFO to debt
to about 32%-36%. We expect the company to control its need for
cash so that capex does not significantly increase despite the
stronger prices. Dividend distributions are also likely to depend
on the company maintaining comfortable net debt to earnings before
interest, taxes, depreciation, amortization, and exploration
expense (EBITDAX). Neptune's financial policy aims to maintain net
debt to EBITDAX below 1.5x, and to ensure any increase above the
threshold is only temporary.

"Even though we expect credit metrics to improve, they could still
be weaker than forecast.   Oil and gas markets remain
volatile--demand is subject to the expected postpandemic recovery
and we expect OPEC+ members to control the oil supply. We
anticipate that Neptune's hedging book (about 53% of Neptune's 2021
production was hedged as of Dec. 31, 2020) will smooth the
volatility of the cash flows, and that its pretax breakeven of
about $30 per barrel (/bbl) should support the cash flows, even if
oil prices unexpectedly drop. An upgrade on Neptune would likely
not occur until we were more certain that FFO to debt would remain
comfortably above 30%."

Several of the company's projects are expected to boost production
over the next few years.  Production could reach 200,000 boepd by
2023, from the 2020 level of 142,400 boepd. In 2021, Neptune
expects to launch the Merakes (Indonesia), and Duva (Norway)
projects, in addition to Gjoa P1, which started earlier in the
year. These three projects could bring about 27,000 boepd,
combined. At the same time, it aims to restart production at two
facilities--Touat (Algeria) and Snohvit (Norway)--which would
increase production by a further 28,000 boepd combined. These
facilities were closed after incidents in 2020 and Neptune will
receive insurance payments until they reopen. The closures
therefore have a broadly neutral effect on EBITDA. For the full
year 2021, S&P expects production of 130,000 boepd–145,000
boepd.

Going forward, the company's 601 million barrels of oil equivalent
(boe) of proved and probable (2P) reserves should help to increase
production to about 200,000 boepd by 2023.   S&P said, "We
typically see production of close to 200,000 boepd at higher rated
peers. For example, another North Sea oil and gas company, Aker BP
(BBB-/Stable) produced about 211,000 boepd in 2020. We therefore
see potential rating upside for Neptune over the next few years if
Neptune is successful in expanding its business. That said, to
ensure its business remains resilient in the longer term, Neptune
will have to invest in reserves replenishment (especially proved
reserves [1P]), both organically and through acquisitions. We
anticipate that Neptune will be opportunistic about acquisitions.
According to the company, it constantly reviews potential targets
and has a preference for adjacent fields that would help it enhance
the value of its assets."

Ownership by financial sponsors restricts our financial risk
assessment, but does not cap the rating.  Neptune is partly owned
by financial sponsors, which we normally view as being more
aggressive than other types of investors. The company has
historically paid dividends and we anticipate it will do so in
future, to strengthen its track record before a potential initial
public offering. That said, dividend reductions during times of
stress remain likely. Neptune did not pay dividends in 2020, to
avoid significant increases in debt. Its financial risk profile
could strengthen if its shareholder base evolves toward at least
partial public ownership.

S&P said, "The stable outlook indicates that over the next 12
months, we expect Neptune to expand its business while maintaining
FFO to debt comfortably above 20%. At the same time, we expect the
company will strive to maintain net debt to EBITDAX below 1.5x--any
increase above this level will be only temporary.

"In 2021, we expect Neptune will post adjusted EBITDA of $1.30
billion-$1.45 billion, which translates into FFO to debt of 32%-36%
and comfortable headroom under the current rating. We forecast that
FOCF will be positive, and that dividends will be carefully judged
to allow net debt to EBITDAX to decline to below 1.5x, from 1.9x at
the end of 2020.

"We may raise our rating on Neptune if it strengthens its business
further through a combination of organic projects and merger and
acquisition (M&A) activity, while maintaining FFO to debt
comfortably above 30%. An upgrade to 'BB' would also depend on
Neptune's ability to maintain the size of its reserves, and the
company demonstrating strong commitment to its financial policy.

"We could downgrade Neptune if FFO to debt declines and remains
below 20%. This could occur if oil prices decline to $30 per barrel
(/bbl), or if the company faces operational issues that lead to
EBITDA losses. We may also lower the rating due to rising liquidity
pressure. In such a scenario, net debt to EBITDAX would move toward
the 3.5x covenant under the company's reserve-based lending (RBL)
facility."


PROVIDENT: Calls for Sharp Reduction in Mis-Selling Compensation
----------------------------------------------------------------
Kalyeena Makortoff at The Guardian reports that Provident Financial
has written to 4.3 million customers warning that its consumer
credit division could collapse into administration unless they
agree to a sharp reduction in compensation payments for
mis-selling.

According to The Guardian, the doorstep lender also revealed it was
facing a regulatory investigation by the Financial Conduct
Authority into a string of issues including whether it carried out
proper affordability checks before lending to borrowers.

Provident said profits had been affected by the Covid pandemic and
a rise in complaints against its consumer credit division (CCD) by
claims management companies that lodge grievances on customers'
behalf, The Guardian relates.  It made GBP25 million worth of
payouts in the second half of 2020, compared with GBP2.5 million in
the same period in 2019, The Guardian discloses.

It is now proposing to ringfence GBP50 million for a scheme that
will assess claims on loans issued under its Provident brand and
Satsuma between 2007 and17 December 2020, The Guardian relays.  A
further GBP15 million will be used to cover the costs of running
the programme, which will be open to an estimated 4.3 million
former and current customers, including 380,000 existing borrowers,
The Guardian notes.  Provident claimed the scheme would ensure a
"fairer and more equitable outcome" for customers, but said
compensation payouts "may be significantly less than the amount
claimed", according to The Guardian.

Customers will be asked to vote on the proposal, which will also
need to be approved by the courts, The Guardian states.  Provident,
as cited by The Guardian, said but if the scheme is not approved,
it is likely that CCD will be placed into administration or
liquidation.

Provident, which also operates the credit card business Vanquis
Bank and the sub-prime car lender Moneybarn, said it was unclear
how administration would affect other parts of the business, The
Guardian notes.


SIGNATURE AVIATION: S&P Places 'BB' ICR on CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings placed its 'BB' issuer credit rating on
Signature Aviation PLC and its issue ratings on the group's
unsecured notes on CreditWatch with negative implications.

The CreditWatch placement follows an announcement by global
aviation support and aftermarket service provider Signature
Aviation that its shareholders have approved the joint acquisition
offer from Blackstone, GIP, and Cascade to acquire the entire
ordinary share capital of the company for about $4.7 billion (a
premium of approximately 53%). The acquisition is subject to court
sanction in the second quarter and regulatory approvals. The
acquisition will involve a combination of equity from Blackstone,
GIP, and Cascade, and debt under the $2.15 billion interim
financing facilities, comprising a $1.8 billion interim term loan
facility and a $350 million revolving credit facility. If the
acquisition materializes, Signature Aviation's debt could
materially increase, depending upon the changes in capital
structure and the utilization of existing or new financing
facilities.

S&P said, "We aim to resolve the CreditWatch placement once the
acquisition is completed and we have reviewed the company's new
capital structure and financial policy. We expect to resolve this
over the next 90 days, subject to the transaction timeline."


WILLMOTT DIXON: Several Large Associations Listed as Creditors
--------------------------------------------------------------
Jack Simpson at Inside Housing reports that several large
associations have been listed as creditors in the administration of
a housing subsidiary linked to large national contractor Willmott
Dixon.

According to Inside Housing, a total of 12 associations, including
Clarion, L&Q, A2Dominion and Anchor Hanover, are listed as
contingent creditors of WPHV, a housing subsidiary of Willmott
Dixon that was involved in the construction of numerous
developments for social housing landlords before it was wound
down.

Formerly known as Willmott Dixon Partnership Homes, WPHV was put
into administration on Dec. 22, Inside Housing recounts.

The business was previously Willmott Dixon's primary residential
arm.  It posted a turnover of GBP213 million in 2016 and had at one
time delivered nearly 2,000 homes a year for private and public
sector clients, including many social landlords, Inside Housing
discloses.

But its parent company took the decision to stop it from taking on
new business in the 2017/18 financial year, Inside Housing relays.
The contractor said the decision was taken to meet the desire of
shared customers to consolidate activity through a single entity
and recognise the mixed-use and complex schemes, Inside Housing
notes.

According to the administrators' proposals, the company owed GBP9.6
million when it was placed in administration in December, including
GBP3.8 million to trade creditors including sub-contractors,
lawyers and material suppliers, Inside Housing states.  In total,
the administrators list more than 700 trade creditors, Inside
Housing says.

The proposals also lists 27 contingent creditors made up of housing
associations, care home providers, house builders and councils,
according to Inside Housing.

The report states that the company has insufficient property for a
distribution to be made to unsecured creditors, which includes
trade and contingent creditors, and it is likely that the only
distribution that will be paid will be to its secured creditors,
Inside Housing relates.  Once this has been paid, the company will
be dissolved, Inside Housing notes.

In addition to the money owed to creditors, WPHV also owed an
unsecured balance to Willmott Dixon Holdings of GBP5.8 million,
according to Inside Housing.  It also has a floating charge of GBP2
million, Inside Housing states.

According to Inside Housing, the administrator's proposals said the
company had not taken on any new work since 2017 and its only
operation post that time was to complete legacy projects.  To
support this, Willmott Dixon Holdings injected GBP11 million worth
of new share capital into the business since October 2019, Inside
Housing relates.

However, after seeing the forecast costs of completing the
company's legacy projects and claims relating to defective work and
cladding and fire-stopping works post-Grenfell, it decided to
withdraw its support, Inside Housing recounts.




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

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

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

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

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

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

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



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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