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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

          Wednesday, April 14, 2021, Vol. 22, No. 69

                           Headlines



F R A N C E

EUROPCAR MOBILITY: S&P Upgrades ICR to 'CCC+', Outlook Negative
LA FINANCIERE: Moody's Upgrades CFR to B3 on Improved Revenues


G E R M A N Y

PCF GMBH: Fitch Assigns First-Time B+(EXP) LT IDR, Outlook Stable
PCF GMBH: Moody's Assigns 'B2' CFR & Rates New EUR750MM Notes 'B2'


I R E L A N D

AURIUM CLO VII: Moody's Assigns B3 Rating to EUR13M Class F Notes
AURIUM CLO VII: S&P Assigns B- (sf) Rating on $13MM Class F Notes
NEWHAVEN CLO: Moody's Assigns Ba3 Rating to EUR21M Class E-R Notes
NEWHAVEN CLO: S&P Assigns B- (sf) Rating on Class F Notes
SCULPTOR CLO I: Moody's Gives B3 Rating to EUR14M Class F-R Notes

SCULPTOR EUROPEAN I: S&P Assigns B- (sf) Rating on Class F-R Notes


I T A L Y

NEXI SPA: Fitch Assigns BB-(EXP) Rating to EUR2.1 Billion Notes


L U X E M B O U R G

JAZZ FINANCING: Moody's Rates New Sr. Sec. Credit Facilities 'Ba2'


R U S S I A

ENERGOGARANT PJSIC: S&P Affirms 'BB' Ratings, Outlook Stable
RESO-LEASING: S&P Affirms BB+ LT ICR, Alters Outlook to Developing


S P A I N

IM CAJAMAR 3: S&P Assigns CCC- (sf) Rating to Class B Notes
NEINOR HOMES: Fitch Assigns First-Time BB- LT IDR, Outlook Stable


U K R A I N E

METINVEST BV: Fitch Alters Outlook on 'BB-' LT IDRs to Stable


U N I T E D   K I N G D O M

ARCADIA GROUP: Proceeds from Asset Sales Top GBP600 Million
BAUMOT UK: Owed GBP4.5MM to Creditors at Time of Administration
DOWSON 2021-1: Moody's Gives (P)Caa2 Rating on 2 Note Classes
DOWSON 2021-1: S&P Puts Prelim CCC(sf) Rating on Class F-Dfrd Notes
FINASTRA LIMITED: Fitch Affirms 'B' LT IDR, Outlook Remains Neg.

FOOTBALL INDEX: Ministers to Launch Investigation Into Collapse
GFG ALLIANCE: Credit Suisse Suspended Funds Had US$1.2BB Exposure
HOMEBASE: Osmond Assembles GBP300MM Takeover Bid for Business
INSPIRED ENTERTAINMENT: Moody's Upgrades CFR to B3, Outlook Stable
LIBERTY STEEL: Misses Deadlines to File Accounts for British Cos.

M&C SAATCHI: KPMG Senior Executive Faces Scrutiny Over Audit
NGC LOGISTICS: Goes Into Administration

                           - - - - -


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F R A N C E
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EUROPCAR MOBILITY: S&P Upgrades ICR to 'CCC+', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit ratings on
Europcar Mobility Group to 'CCC+' from 'SD' (selective default) and
its long-term issuer credit and issue ratings on Europcar
International SASU and the EUR500 million fleet bond to 'CCC+' from
'CC'--the recovery rating on the bond remains '3' with recovery
prospects of 50%.

S&P said, "The negative outlook reflects that we could lower the
rating over the next six-to-12 months if we believe there is
increasing risk of default, for example, if the recovery is slower
than anticipated, liquidity weakens below our base case, or we see
risk of specific default events or further restructuring."

The financial restructuring reduced Europcar's corporate debt and
provides near-term liquidity relief.

Following its financial restructuring, Europcar's corporate gross
debt reduced to EUR910 million from EUR2,010 million, pro forma
Dec. 31, 2020. This includes the full equitization of its EUR600
million 2024 senior notes, EUR450 million 2026 notes, and EUR50
million bilateral facility (principal amount plus accrued and
unpaid interest). As part of the transaction, the group also
refinanced its EUR670 million revolving credit facility (RCF) into
a EUR170 million revolving facility and a EUR500 million term loan,
maturing in June 2023. The EUR220 French state guaranteed loans,
EUR101 million Spanish state guaranteed loans, and EUR9 million
Italian state guaranteed loans remain outstanding. S&P said, "The
financial restructuring was complemented by a EUR255 million equity
injection and a new EUR225 million revolving fleet financing
facility (undrawn at closing), that we understand could be used to
refinance junior fleet financings and thereby replenish drawings of
the corporate RCF currently used for this purpose. Post
restructuring, the company remains publicly listed with more than
60% of its shares owned by a group of five hedge funds (before
exercise of penny warrants representing 11% of the shares on a
fully diluted basis). We understand the group of shareholders do
not control the board of directors, with only two individual
shareholders having one appointee each out of the seven-member
board. Additionally, management has advised that the intention is
for each new shareholder to act independently (and below the 30%
threshold to avoid triggering a formal purchase offer). However,
despite these management and governance controls, we note that as a
group the hedge fund entities control more than 60% of the company
(and likely a higher percentage after the exercise of the
warrants). Furthermore, despite no one shareholder currently owning
more than 30%, in our view, as hedge fund owners of the group,
these shareholders are likely to have similar goals and strategy,
and as a result we now consider Europcar financial-sponsor owned."

S&P said, "Europcar's fixed costs remain significant and, in our
view, a substantial revenue recovery in combination with successful
execution of operational improvements is needed to sustainably
improve the capital structure.In light of continued mobility and
travel restrictions in Europe due to new waves of COVID-19 and a
slower vaccine rollout than anticipated in some countries, we
expect car rental demand will remain depressed this year and any
material recovery will be further delayed. Europcar reported a
revenue decline of 42% to EUR1,761 million in 2020 compared with
EUR3,022 million in 2019. Despite progress in reducing its cost
base with significant savings achieved, company reported corporate
EBITDA and S&P Global Ratings-adjusted EBIT were negative EUR172
million and EUR369 million respectively in 2020, compared with
positive EUR389 million and EUR268 million in 2019. This resulted
in a material corporate cash burn of EUR546 million in 2020 (we
calculate cash burn as corporate free operating cash flow after all
fixed charges and extraordinary expenses). Although we expect
Europcar will continue to make progress on its restructuring and
strategic initiatives this year, we forecast revenue could remain
at least 30% below 2019 levels in 2021 and cash burn could remain
high, at close to EUR400 million. We forecast a more pronounced
rebound in 2022 but think a full recovery could take several years
as demand gradually returns. In 2022 we expect revenue could remain
15% below 2019 levels and cash burn could stay negative by about
EUR100 million. Despite the improved liquidity position and gross
debt reduction post the financial restructuring, and given
significant operational leverage, we believe Europcar must achieve
very material revenue recovery to comfortably cover its fixed cost
base and limit cash burn. Additionally, in our view, the group is
likely to continue to incur material restructuring and refinancing
costs over the next 12 months as it seeks to improve its cost
profile and refinance upcoming maturities. We think Europcar's
capital structure could become unsustainable or additional
liquidity may be required in the medium term absent substantially
improved operating performance and restoration of consistent cash
flow generation."

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 that we could lower the
rating over the next six-to-12 months if we believe there is
increasing risk of default, for example, if the recovery is slower
than anticipated, liquidity weakens below our base case, or we see
risk of specific default events or further restructuring.

"In our view, there remains considerable uncertainty about the
timing and strength of any recovery in car rental demand in 2021
and 2022, considering the ongoing effects of the pandemic on travel
and mobility. As such, we believe the sustainability of the group's
capital structure and liquidity profile could come under pressure
in the next six—to-12 months if macroeconomic conditions or
operational performance deteriorate below our base case."

S&P could lower the ratings if it believes there is an increased
risk of default in the next 12 months. This could occur if:

-- The magnitude and length of disruption caused by COVID-19
exceeds our current base case, resulting in a heightened risk of
liquidity stress, covenant breach, or material deterioration in the
financial position and performance; or

-- S&P views specific default events as an increasing possibility,
such as further debt restructurings.

S&P said, "We view ratings upside as currently remote in the short
term given the continued high uncertainty on the negative effects
of COVID-19 on depressed revenue and cash flows, and lack of
sustained recovery or track record of improved performance."
However, in S&P's view, ratings upside could build in the next 12
months if there is:

-- A strong improvement in the macroeconomic and operating
environment underpinned by greater certainty of improving business
performance and achievement of base-case financial metrics;

-- A track record of improved financial performance, demonstrating
the sustainability of the capital structure in the longer term.
This could be evidenced by consistent and material corporate FOCF
and a manageable and refinanceable debt maturity profile;

-- No liquidity pressure or risk of covenant breach within the
next 12 months; and

-- No potential specific default event risk identified, including
further restructurings, ongoing covenant breaches, liquidity
crisis, interest nonpayments, or other selective defaults.

The above could occur following a substantial recovery in the
macroeconomic environment and lessening of global restrictions on
travel and mobility, leading to a sustained and demonstrated
material recovery in revenue and corporate cash flows, and if the
company successfully executes on its corporate restructuring plan.


LA FINANCIERE: Moody's Upgrades CFR to B3 on Improved Revenues
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of La Financiere
ATALIAN S.A.S. ("Atalian" or the "company"), a leading provider of
cleaning and facility management services based in France,
including the corporate family rating to B3 from Caa1, the
probability of default rating to B3-PD from Caa1-PD, and the
ratings on the guaranteed senior unsecured notes due 2024 and 2025
to Caa1 from Caa2. The outlook was changed to stable from
positive.

"The upgrade of the CFR to B3 is driven by our expectation that
Atalian's revenues and earnings will continue to improve over the
next 12-18 months and result in credit metrics more commensurate
with a B3 CFR, notably Moody's-adjusted debt/EBITDA of 7.0x or
below, and continued positive underlying free cash flow", says Eric
Kang, a Moody's Vice President - Senior Analyst and lead analyst
for Atalian. "In our view, there is still uncertainty as to the
level of margins once the benefits of partial unemployment schemes
subside, but we expect margins to remain well above the level of
2019, reflecting the benefits of cost saving initiatives
implemented before the coronavirus outbreak", adds Mr Kang.

RATINGS RATIONALE

The B3 CFR with a stable outlook reflects Moody's expectations that
continuing improvements in revenues and earnings over the next
12-18 months will lead to credit metrics more commensurate with a
B3 CFR, notably Moody's-adjusted debt/EBITDA of 7.0x or below and
continued Moody's-adjusted free cash flow before unwinding of
deferred tax and social charges payments. This level of leverage
will be at the higher end for a B3 CFR, and will weakly position
the company at this rating level, but Moody's expects further
deleveraging in subsequent years, in line with the company's
commitment to maintain a company reported net leverage of below
4.0x from 5.3x at year-end 2020.

Moody's views that the company is now on a more stable footing
thanks to the actions taken by the current management team to
address the operational issues that led to weaker margins and cash
flow in 2018 and the early parts of 2019. In addition to the
greater focus on client retention, cost efficiencies, and cash flow
management, Moody's also recognizes the progress made in terms of
strengthening its internal control processes and financial
reporting. These are all governance considerations under Moody's
ESG framework, notably management credibility and track record as
well as compliance and reporting.

Moody's currently expects margins to remain well above the level of
2019 going forward, reflecting underlying improvements and Moody's
expectations of further cost savings related to initiatives
implemented before the coronavirus outbreak. However, in Moody's
view, it remains unclear to what extent margins will improve on a
sustainable basis once the benefits of partial unemployment schemes
subside. The rating agency forecasts that Moody's-adjusted EBITA
margin will improve to around 3.6%-3.8% compared to 2.6% and 3.9%
in 2019 and 2020 respectively. In Moody's view, there is also
uncertainty as to the pace that revenues will recover given the
long-lasting impact coronavirus outbreak that Moody's expects on
certain end markets such as hospitality and travel, or activities
such as multi-technical services and catering. A slow recovery in
revenue could also affect margins because of the lower absorption
of fixed cost.

Moody's views that the company is now on a more stable footing
thanks to the actions taken by the current management team to
address the operational issues that led to weaker margins and cash
flow in 2018 and the early parts of 2019. In addition to the
greater focus on client retention, cost efficiencies, and cash flow
management, Moody's also recognizes the progress made in terms of
strengthening its internal control processes and financial
reporting, which are governance considerations under Moody's ESG
framework.

LIQUIDITY

Moody's expects Atalian to maintain an adequate liquidity profile
over the next 12-18 months. The rating agency forecasts positive
Moody's-adjusted annual free cash flow of EUR25 million-EUR30
million over 2021-2022, before unwinding of deferred social charges
and tax payments.

Liquidity is also supported by cash balances of EUR228 million at
year-end 2020 (including EUR75 million of deferred social charges
and tax payments) and the fully undrawn EUR103 million revolving
credit facility (RCF) maturing in April 2023. The company also has
EUR89 million available under its factoring facilities of c.EUR262
million in aggregate, including a GBP35 million facility in the UK,
which is renewed annually. The other factoring facility expires in
September 2022. The senior unsecured notes mature in May 2024 and
May 2025. Moody's also expects the company to maintain ample
headroom under the net senior secured leverage attached to the RCF
and set at 1.75x.

STRUCTURAL CONSIDERATIONS

The senior notes due 2024 and 2025 are rated Caa1, one notch below
the CFR, reflecting their structural subordination to liabilities
at the operating subsidiaries, including trade payables and the
state-guaranteed loan. Additionally, the RCF has a priority claim
over the notes given it has share pledge over Atalian Cleaning
S.A.S., which is both an intermediary holding and operating
company.

The notes are unsecured and guaranteed on a senior basis by Atalian
S.A.S.U., Atalian Europe S.A., and Atalian Global Services UK 2
Limited, although obligations of certain guarantors are
contractually limited because these subsidiaries of La Financiere
ATALIAN S.A.S. are holding companies that do not generate any
significant revenues.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook assumes that Atalian's earnings will continue
improving over the next 12 to 18 months, leading to deleveraging to
around 7.0x or below in 2022 and continued positive free cash flow
before the unwinding of deferred social charges and tax payments.

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

Moody's will consider upgrading the ratings if a continued
improvement in operating performance leads to Moody's-adjusted
debt/EBITDA reducing to below 6.0x, Moody's EBITA/interest
increasing above 1.5x, and the company maintains a solid liquidity
profile including positive Moody's-adjusted free cash flow / debt
of around 5%.

Negative rating action could materialize if the company fails to
sustain the recent improvements in operating performance and cash
flow generation, or liquidity materially weakens. This would be
evidenced by Moody's-adjusted debt/EBITDA remaining sustainably
above 7.0x, weak Moody's-adjusted EBITA/ interest cover of below
1.0x, or sustained negative free cash flow.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in France, Atalian is a leading provider of cleaning
and facility management services. The company operates throughout
32 countries and had revenues of c.EUR2.8 billion in 2020.



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G E R M A N Y
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PCF GMBH: Fitch Assigns First-Time B+(EXP) LT IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Germany-based manufacturer of wood
products and resins PCF GmbH a first-time expected Long-Term Issuer
Default Rating (IDR) of 'B+(EXP)' with a Stable Outlook. Fitch has
also assigned PCF's upcoming notes an expected senior secured
rating of 'BB-(EXP)'/ 'RR3'.

The final ratings are contingent upon the receipt of final
documentation conforming materially to information already received
and details regarding amount, security package and tenor.

The IDR of PCF is constrained by its small scale, limited product
and geographic diversification and high leverage as a result of the
planned notes issue and proposed recapitalisation. It is also
underpinned by its exposure to less-cyclical renovation
end-markets, a diversified customer base and long-term
relationships with the majority of customers. Specialisation on
production of value-added products support sustainably positive
free cash flow (FCF) generation.

The Stable Outlook reflects Fitch's expectation that PCF will
continue to generate strong cash flow margins (funds flow from
operations (FFO) margin of about 10% and FCF margin of about 5%-6%
from 2022) and to grow organically.

KEY RATING DRIVERS

High Leverage: Following the planned debt refinancing and dividends
recapitalisation Fitch forecasts PCF's FFO gross and net leverage
at 6.9x and 6.4x, respectively, at end-2021. Expected improvement
of FFO and a sustainably positive FCF generation over the next
three years provide deleveraging capacity, which should reduce FFO
gross and net leverage improving to around 5.9x and 5.2x by
end-2024 in Fitch's rating case. This compares well with other
similarly rated building products peers' but higher than the
'B'-category midpoints of 5.0x and 4.0x, respectively, under
Fitch's Navigator tool for Building Products.

Limited Diversification: PCF´s geographical presence is primarily
concentrated in the DACH region, which contributed 61% of revenue
in 2020. The German market is mature with likely single-digit
annual growth in the medium term. However, it is characterised by
sustainable demand for PCF's products, supporting cash flow
generation. PCF is focused on production of melamine-faced boards
(39% of total revenue) and high-pressure laminate (20%), indicating
limited product diversification. This is common for EMEA building
products companies often operating with strong market positions in
certain niches of the market.

Balanced End-Market Diversification: The limited geographical and
product diversification is mitigated by a business profile exposure
to the more stable renovation end-market versus new-build market.
The renovation market contributes about 75% of engineered wood
products revenue. End-markets are moderately diversified via
kitchen producers (about 30% of total revenue), furniture makers
(24%), non-residential construction market (20%) and residential
construction (14%). Such end-market diversification has
historically led to sustainable revenue generation and competitive
operating margins for PCF.

Resilient Performance During Pandemic: PCF's operating performance
has been broadly resilient through the pandemic with revenue
declining only 6.5% yoy in 2020 while the EBITDA margin improved to
15% versus 12% in 2019. Fitch believes that the solid recovery of
operating performance in 2H20 was driven by favourable end-markets
as PCF primarily is exposed to the renovation segment and in
particular to high-end kitchen and furniture producers with
long-term relationships and a diversified customer base. Further, a
flexible cost structure has supported its resilience.

Sustainable Operating Profitability: PCF's operating activity is
primarily concentrated in production of value-added products (79%
of engineered wood products revenue), resulting in healthy
profitability with FFO margins of 8%-11% in 2018-2020. This
compares well with peers'. Fitch expects PCF´s ongoing
cost-optimisation programme, started in 2019, to further support
profitability. Fitch forecasts an FFO margin of 11% by 2024, which
is strong for the rating, despite it being slightly under pressure
from higher interest costs following the recapitalisation.

Positive FCF: PCF's financial profile benefits from a historically
sound FCF margin of 4%-5.5% over 2019-2020. Together with moderate
capex needs averaging 5% of sales in 2021-2024 and absence of
dividends payment Fitch expects a healthy FCF margin of 3.5%-6%
until 2024. This should support deleveraging capacity in the
future. While PCF is primarily focused on organic growth Fitch
expects that excess cash might be used for small bolt-on
acquisitions of EUR50 million annually in 2023-2024.

Deleveraging Subject to Financial Policy: Although PCF has no
intention of paying dividends at present, this policy might be
revised. The incurrence of additional debt or new refinancing and
potential new recapitalisation will depend on the cash deployment
policy of PCF's shareholder, which may erode the company's
deleveraging path with pressure on the rating as a result.

DERIVATION SUMMARY

PCF is smaller in scale than other building products producers
rated by Fitch, including Victoria plc (BB-/Stable) and Hestiafloor
2 (Gerflor; B+/Negative). Geographical diversification of PCF is
weaker than peers' as it is concentrated in Germany (about 50% of
total revenue), which however is a mature and fairly sustainable
market. Similar to other small to mid-sized building-product
companies PCF has limited product differentiation.

Strong and healthy cash flow generation favourably positions PCF
among its peers. Its FFO margin of 11% at end-2020 was slightly
better than that reported by Victoria of 10% (year ended March
2020) and Gerflor of about 9% (2019). FCF generation was also
stronger than other Fitch-rated peers', with a FCF margin of 4% in
2020 versus Victoria´s 2.5%.

Following the bond issue and recapitalisatiion, PCF´s FFO gross
leverage of 6.9x in 2021 will be lower than Gerflor's about 9.0x in
2020, albeit with a slower deleveraging capacity. Fitch estimates
PCF's leverage metrics to be higher than Victoria's FFO gross and
net leverage of 6.0x and 4.2x, respectively, for 2020.

KEY ASSUMPTIONS

-- Single-digit revenue growth averaging 3.5% annually 2021-2024;

-- Gradually improving EBITDA margin to 18% by 2024 from about
    15% in 2020;

-- Average capex at 5% of revenue p.a. 2021-2024;

-- No dividend payments until 2024;

-- Small bolt-on acquisitions starting in 2023 of EUR50 million
    annually;

-- Issue of senior secured notes of EUR750 million;

-- Shareholders distribution of EUR331 million for 2021.

KEY RECOVERY ASSUMPTIONS

-- The recovery analysis assumes that PCF would be considered a
    going concern (GC) in bankruptcy and that it would be
    reorganised rather than liquidated;

-- Fitch's GC value available for claims is estimated at about
    EUR520 million assuming GC EBITDA of EUR115 million. The GC
    EBITDA reflects expected improvement of the EBITDA margin due
    to ongoing cost-savings measures, assumed loss of a major
    customer, increasing raw material costs and postponed sale
    price increase. The assumption also reflects corrective
    measures taken in the reorganisation to offset the adverse
    conditions that trigger the default;

-- A 10% administrative claim;

-- An enterprise value (EV) multiple of 5.5x is used to calculate
    a post-reorganisation valuation. The choice of multiple is
    based on PCF's adequate scale, strong market position in the
    DACH region with resilient and sustainable profitability due
    to high exposure to value-added products and strong FCF
    generation. At the same time, the EV multiple reflects the
    company's concentrated geographical diversification and
    limited range of products;

-- Fitch deducts about EUR52 million from the EV, relating to the
    company's highest usage of factoring facility adjusted for
    discount, in line with Fitch's criteria;

-- Fitch estimates the total amount of senior debt claims at
    EUR815 million, which includes a super senior revolving credit
    facility (RCF) of EUR65 million and senior secured notes of
    EUR750 million;

-- After deducting priority claims, the principal waterfall
    results in 'RR3'/'60%' for the senior secured notes.

RATING SENSITIVITIES

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

-- Significant increase in scale and geographical
    diversification;

-- FFO margin above 11%;

-- FFO gross leverage sustainably below 4.5x.

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

-- FFO margin below 7%;

-- FCF margin below 3%;

-- FFO gross leverage sustainably above 6.5x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: At end-2020, Fitch-defined readily available
cash adjusted for EUR10 million amounted to EUR61 million.
Liquidity is supported by a proposed undrawn RCF of EUR65 million
and sustainably positive FCF generation. Fitch-adjusted short-term
debt is represented by a drawn factoring facility of EUR32
million.

The planned senior secured notes issue of EUR750 million with
expected maturity of five years will further support liquidity and
provide an extended, long-term debt repayment profile.

PCF GMBH: Moody's Assigns 'B2' CFR & Rates New EUR750MM Notes 'B2'
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and B2-PD probability of default rating to PCF GmbH (Pfleiderer).
Concurrently, Moody's has assigned a B2 rating to the proposed
EUR750 million sustainability linked senior secured notes to be
issued by PCF GmbH. The outlook on the ratings is stable.

The proceeds from the proposed notes will be used to redeem the
currently outstanding EUR445 million term loan B borrowed by PCF
GmbH and to finance a loan to PCF GmbH's parent company, which in
turn will distribute a dividend to the company's sponsor SVP
Global.

Moody's expects to withdraw the rating of the existing EUR445
million term loan and revolving credit facility once the
transaction has closed. With the CFR now assigned to PCF GmbH,
Moody's will withdraw CFR at the level of Pfleiderer Group B.V. &
Co. KG, once the transaction closes.

RATINGS RATIONALE

Pfleiderer's B2 CFR considers a high pro forma 2020 starting
leverage of 6.9x, which initially positions the rating relatively
weakly in the B2 rating category. However, the assigned rating
reflects Moody's expectation of leverage decreasing to slightly
below 6x in 2021 and further deleveraging in 2022 to a level more
commensurate with the assigned B2 rating. Furthermore, Pfleiderer's
rating is supported by the expectation of solid FCF generation with
FCF/Debt expected to be in the range of 4%-5% in 2021 and a solid
liquidity profile.

Moody's rating analysis is based on the perimeter of the PCF GmbH
restricted group, i.e. not taking into account the "Panel East"
perimeter.

The B2 rating positively reflects Pfleiderer's leading market
position in the concentrated market for wood-particleboards and a
product portfolio focused on more profitable premium products, such
as boards for furniture, kitchens, high pressure laminates,
melamine faced chipboards and artificial wall coverings. With
around 75% of revenues related to renovation activities Moody's
consider Pfleiderer's revenue base to be relatively robust. The
group's focus on the value-added products and leading market
position are also reflected by a solid Moody's adjusted EBITDA
margin of 16% in 2020. The company's 2020 margin has benefited from
cost savings initiatives initiated during 2019 and Moody's expects
that the company will be able to demonstrate further margin
improvements in 2021. These should be supported by an increasing
share of value add and high-value-add products and a continued
focus on price management as well as additional cost savings. A
failure to realize further margin improvements in 2021 is a
downside to Moody's current base assumptions and could weaken the
company's rating positioning. Pfleiderer's B2 rating is furthermore
constrained by a limited product and geographical diversification.

LIQUIDITY

Pfleiderer's Liquidity profile is solid and a factor supporting the
B2 rating. Pro forma the transaction the company will have EUR30
million of cash on balance sheet and full access to a EUR65 million
revolving credit facility. In combination with FFO generation,
which Moody's expect to be in the range of EUR90 to EUR100 million
in 2021, these sources comfortably cover swings in working capital
and capital expenditures estimated to be EUR50 million.

ESG CONSIDERATIONS

Moody's regards Pfleiderer's private equity ownership as a
governance risk under its ESG framework, since its financial policy
is expected to favor shareholders over creditors. This is evidenced
by the proposed debt financed special dividend of approximately
EUR331 million. The high starting leverage of the new capital
structure furthermore reflects a high tolerance for financial
risks.

STRUCTURAL CONSIDERATIONS

The proposed EUR750 million sustainability linked senior secured
notes are rated B2 in line with the corporate family rating, in
Moody's waterfall analysis the notes rank behind the new EUR65
million super senior revolving credit facility. Relative to the
notes the super senior RCF is fairly small, hence its existence in
the capital structure does not lead to a notching of the notes.

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

Moody's could consider downgrading Pfleiderer's rating if Moody's
adjusted debt/EBITDA would consistently remain above 6x or
(RCF-CAPEX)/Debt was to remain below 5%. Negative FCF generation on
a sustained basis as well as a weakening of the group's liquidity
profile could also lead to a downgrade.

Moody's could consider upgrading Pfleiderer's rating if Moody's
adjusted debt/EBITDA would remain below 5x on a sustainable basis
and if the company would maintain EBITDA margins around 17% on a
consistent basis. Furthermore, an upgrade would require the company
to establish a more balanced financial policy.

PRINCIPAL METHODOLOGY

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



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

AURIUM CLO VII: Moody's Assigns B3 Rating to EUR13M Class F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to the notes issued by Aurium CLO VII
Designated Activity Company (the "Issuer"):

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

EUR21,500,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR12,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Definitive Rating Assigned Aa2 (sf)

EUR34,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR20,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR13,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and/ or high yield bonds.
The portfolio is approximately 80% ramped up as of the closing date
and comprises predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the six months ramp-up period in compliance with the
portfolio guidelines.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer issued EUR28,400,000 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 European corporate assets from a gradual and
unbalanced recovery in European economic activity.

Moody's regard the coronavirus outbreak as a social risk under
Moody's 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: EUR400,000,000

Diversity Score: 46*

Weighted Average Rating Factor (WARF): 2967

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 3.55%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 8.5 years

AURIUM CLO VII: S&P Assigns B- (sf) Rating on $13MM Class F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Aurium CLO VII
DAC's class A, B-1, B-2, C, D, E, and F notes. At closing, the
issuer also issued unrated subordinated notes.

Aurium CLO VII is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Spire
Management Ltd. will manage the transaction.

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

The portfolio's reinvestment period ends approximately
four-and-a-half years after closing, and the portfolio's maximum
average maturity date is eight-and-a-half years after closing.

The ratings assigned to the notes 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 S&P considers to be
bankruptcy remote.

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

  Portfolio Benchmarks
                                                         CURRENT
  S&P Global Ratings weighted-average rating factor     2,712.58
  Default rate dispersion                                 547.59
  Weighted-average life (years)                             4.96
  Obligor diversity measure                                97.89
  Industry diversity measure                               19.43
  Regional diversity measure                                1.31

  Transaction Key Metrics
                                                         CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                         'B'
  'CCC' category rated assets (%)                           1.13
  Covenanted 'AAA' weighted-average recovery (%)           35.13
  Covenanted weighted-average spread (%)                    3.55
  Covenanted weighted-average coupon (%)                    3.55

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio will be well-diversified on the
effective date, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow collateralized debt
obligations.

"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.55%, the covenanted
weighted-average coupon of 3.55%, and the covenanted
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category. Our cash flow
analysis also considers scenarios where the underlying pool
comprises 100% of floating-rate assets (i.e., the fixed-rate bucket
is 0%) and where the fixed-rate bucket is fully utilized (in this
case 10%)."

Under the transaction documents, the issuer can purchase workout
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. The purchase of workout loans is not
subject to the reinvestment criteria or the eligibility criteria.
Although, where the workout loan meets the eligibility criteria
with certain exclusions, it is accorded defaulted treatment in the
principal balance and par coverage tests. The issuer's cumulative
exposure to workout loans that can be acquired with principal
proceeds is limited to 5% of the target par amount.

The issuer may purchase workout loans using interest proceeds,
principal proceeds, or amounts in the supplemental reserve account.
The use of interest proceeds to purchase workout loans is subject
to all coverage tests passing following the purchase and there
being sufficient interest proceeds to pay interest on all the rated
notes on the upcoming payment date. The use of principal proceeds
is subject to the following conditions: (i) par coverage tests
passing following the purchase, (ii) the manager having built
sufficient excess par in the transaction so that the principal
collateral amount is equal to or exceeding the portfolio's target
par balance after the reinvestment, and (iii) the obligation is a
debt obligation that is pari passu or senior to the obligation
already held by the issuer.

This transaction also features a principal transfer test, which is
slightly different to that in the Aurium CLO VI DAC transaction. In
Aurium CLO VI, interest proceeds exceeding the principal transfer
coverage ratio can be paid into either the principal or
supplemental reserve account. This could reduce the amount of
interest proceeds available to cure the reinvestment
overcollateralization test. S&P said, "We therefore assumed in our
cash flow analysis that such amounts will be paid to equity. In
this transaction, the interest proceeds can only be paid into the
principal account senior to the reinvestment overcollateralization
test and into the supplemental reserve account junior to the
reinvestment overcollateralization test. Therefore, we have not
applied a similar cash flow stress here. Nevertheless, as the
transfer to principal is at the discretion of the collateral
manager, we did not give credit to this test in our cash flow
analysis."

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

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class A
to F notes. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B-1, B-2, C, D, and E
notes could withstand stresses commensurate with higher rating
levels than those we have 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 assigned ratings on
the notes.

"We note that the class F notes' available credit enhancement is
lower than other CLOs we have rated and that have been recently
issued in Europe. Nevertheless, based on the portfolio's actual
characteristics and additional overlaying factors, including our
long-term corporate default rates and recent economic outlook, we
believe this class is able to sustain a steady-state scenario, in
accordance with our criteria." S&P's analysis reflects several
factors, including:

-- S&P's break-even default rate (BDR) at the 'B-' rating level is
22.9% versus a portfolio default rate of 15.4% if it was to
consider a long-term sustainable default rate of 3.1% for a
portfolio with a weighted-average life of 4.96 years.

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

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

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

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

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and will be managed by Spire Management
Ltd.

S&P said, "In addition to our standard analysis, to provide an
indication of how rising pressures among speculative-grade
corporates could affect our ratings on European CLO transactions,
we have also included the sensitivity of the ratings on the class A
to E notes to five of the 10 hypothetical scenarios we looked at in
our publication "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020. The results
shown in the chart below are based on the actual weighted-average
spread, coupon, and recoveries.

"For the class E and F notes, 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."

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

  Ratings List

  CLASS   RATING     AMOUNT     CREDIT        INTEREST RATE
                   (MIL. EUR)  ENHANCEMENT (%)
  A       AAA (sf)   248.00      38.00        Three/six-month  
                                              EURIBOR plus 0.83%
  B-1     AA (sf)     21.50      29.50        Three/six-month
                                              EURIBOR plus 1.25%
  B-2     AA (sf)     12.50      29.50        1.65%
  C       A (sf)      34.00      21.00        Three/six-month
                                              EURIBOR plus 2.05%
  D       BBB (sf)    25.00      14.75        Three/six-month
                                              EURIBOR plus 3.10%
  E       BB- (sf)    20.00       9.75        Three/six-month
                                              EURIBOR plus 5.86%
  F       B- (sf)     13.00       6.50        Three/six-month
                                              EURIBOR plus 8.06%
  Sub     NR          28.40        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.


NEWHAVEN CLO: Moody's Assigns Ba3 Rating to EUR21M Class E-R Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by
Newhaven CLO, DAC (the "Issuer"):

EUR3,000,000 Class X-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR217,000,000 Class A-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR29,050,000 Class B-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR21,700,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR26,250,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR21,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR9,625,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be over 95% ramped at closing date with
the remaining assets being acquired prior to the effective date on
April 23, 2021 and to comprise of predominantly corporate loans to
obligors domiciled in Western Europe.

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

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

In addition to the seven classes of notes rated by Moody's, the
Issuer issued EUR12,000,000 of additional Subordinated Notes which
are not rated. On the Original Issue Date, the Issuer also issued
EUR38,000,000 of subordinated notes, which will remain
outstanding.

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

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

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR350,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 3100

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 44.00%

Weighted Average Life (WAL): 8.5 years

NEWHAVEN CLO: S&P Assigns B- (sf) Rating on Class F Notes
---------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Newhaven CLO,
DAC's class X, A, B, C, D, E, and F notes. At closing, the issuer
also issued unrated subordinated notes.

Newhaven CLO is a European cash flow CLO transaction, securitizing
a portfolio of primarily senior secured leveraged loans and bonds.
The transaction is managed by Bain Capital Credit Ltd.

The ratings assigned to Newhaven CLO DAC's notes 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 is in line with
S&P's counterparty rating framework.

A 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 a
borrower in default or in distress. 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 new financing request, and hence increase the
chance of increased recovery for the CLO. While the objective is
positive, it may lead to par erosion as additional funds will be
placed with an entity that is under distress or in default. S&P
asid, "This may cause greater volatility in our ratings if these
loans' positive effect does not materialize. In our view, the
restrictions on the use of proceeds and the presence of a bucket
for such loss mitigation loans helps 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 the obligation, to improve
the recovery value of the related collateral obligation.

The purchase of loss mitigation obligations is not subject to the
reinvestment or eligibility criteria. They receive no credit in the
principal balance definition--except where loss mitigation
obligations meet the eligibility criteria, with certain exclusions,
and are purchased using principal proceeds–-in which case they
are afforded defaulted treatment in par coverage tests.

To protect the transaction from par erosion, any distributions
received from loss mitigation obligations, which are afforded
credit in the par coverage tests, will irrevocably form part of the
issuer's principal account proceeds. The cumulative exposure to
loss mitigation obligations is limited to 10% of target par.

The issuer may purchase loss mitigation obligations using either
interest proceeds, principal proceeds, or amounts in the
supplemental reserve account. The use of interest proceeds to
purchase loss mitigation obligations is subject to all interest
coverage tests passing following the purchase, and the manager
determining that there are sufficient interest proceeds to pay
interest on all the rated notes on the upcoming payment date.

The use of principal proceeds is subject to passing par coverage
tests and the manager having built sufficient excess par in the
transaction so that the principal collateral amount is equal to or
exceeds the portfolio's target par balance after the reinvestment.

To protect the transaction from par erosion, any distributions
received from loss mitigation obligations that are either purchased
with the use of principal, or purchased with interest or amounts in
the supplemental account--and have been afforded credit in the
coverage tests--will irrevocably form part of the issuer's
principal account proceeds and cannot be recharacterized as
interest.

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. S&P said, "Therefore, we have conducted our credit
and cash flow analysis by applying our criteria for corporate cash
flow CDOs. As such, we have not applied any additional scenario and
sensitivity analysis when assigning preliminary ratings to any
classes of notes in this transaction."

S&P said, "In our cash flow analysis, we used the EUR350 million
target par amount, the covenanted weighted-average spread (3.55%),
the reference weighted-average coupon (4.25%), and the covenanted
weighted-average recovery rates as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category. Our
credit and cash flow analysis indicates that the available credit
enhancement for the class B to E notes could withstand stresses
commensurate with higher rating levels than those we have assigned.
However, as the CLO is in its reinvestment phase, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the notes.

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

Until the end of the reinvestment period on Feb. 15, 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 compares that with the
default potential of the current portfolio plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager can, through trading, deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate the exposure to counterparty risk
under S&P's current counterparty criteria.

The transaction's legal structure is bankruptcy remote, in line
with S&P's legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, S&P believes its ratings are
commensurate with the available credit enhancement for each class
of notes.

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

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

Newhaven CLO DAC is a broadly syndicated CLO managed Bain Capital
Credit Ltd.

  Ratings Assigned

  CLASS     RATING     BALANCE    SUB (%)   INTEREST RATE
                     (MIL. EUR)
    X       AAA (sf)     3.00     N/A       Three/six-month
                                            EURIBOR plus
    A       AAA (sf)   217.00     38.00     Three/six-month    
                                            EURIBOR plus
    B       AA (sf)     29.05     29.70     Three/six-month
                                            EURIBOR plus
    C       A (sf)      21.70     23.50     Three/six-month  
                                            EURIBOR plus
    D       BBB- (sf)   26.25     16.00     Three/six-month
                                            EURIBOR plus
    E       BB- (sf)    21.00     10.00     Three/six-month
                                            EURIBOR plus
    F       B- (sf)      9.625     7.25     Three/six-month
                                            EURIBOR plus
    Sub notes   NR      50.00       N/A     N/A

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


SCULPTOR CLO I: Moody's Gives B3 Rating to EUR14M Class F-R Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by
Sculptor European CLO I DAC (the "Issuer"):

EUR2,000,000 Class X-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR246,000,000 Class A-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR38,000,000 Class B-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR28,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR25,600,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR19,600,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR14,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned 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.

On the Original Issue Date, the Issuer also issued EUR42,000,000 of
subordinated notes, which will remain outstanding. In addition, the
Issuer has issued EUR3,700,000 of additional subordinated notes on
the refinancing date. All subordinated notes are not rated.

Interest and principal amortisation amounts due to the Class X-R
Notes are paid pro rata with payments to the Class A-R Notes. The
Class X-R Notes amortise by EUR250,000 over the 8 payment dates,
starting on the first payment date.

As part of this reset, the Issuer will extend the reinvestment
period to 4.27 years and the weighted average life to 8.5 years. It
will also amend certain concentration limits, definitions and minor
features. The issuer has included the ability to hold loss
mitigation obligations. In addition, the Issuer has amended the
base matrix and modifiers that Moody's has taken into account for
the assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be almost fully
ramped as of the closing date so there will be no effective date
defined.

Sculptor Europe Loan Management Limited 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
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations or credit improved obligations.

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

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR400,000,000

Diversity Score: 58

Weighted Average Rating Factor (WARF): 3050

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 3.50%

Weighted Average Recovery Rate (WARR): 43.50%

Weighted Average Life (WAL): 8.5 years

SCULPTOR EUROPEAN I: S&P Assigns B- (sf) Rating on Class F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Sculptor European CLO
I DAC's class X notes and its A-R-R, B-R-R, C-R-R, D-R-R, E-R-R,
and F-R refinancing notes. The issuer also issued EUR45.70 million
of unrated subordinated notes.

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

  Portfolio Benchmarks
                                                       CURRENT
  S&P Global Ratings weighted-average rating factor   2,851.77
  Weighted-average life (years)                           4.70
  Obligor diversity measure                             126.41
  Industry diversity measure                             22.39
  Regional diversity measure                              1.35
  Weighted-average rating                                  'B'
  'CCC' category rated assets (%)                         5.69
  'AAA' weighted-average recovery rate                   37.15
  Weighted-average spread (net of floors; %)              3.70

S&P said, "In our cash flow analysis, we used the EUR399.46 million
target par amount, the reference weighted-average spread of 3.65%,
the reference weighted-average coupon of 3.50%, and the covenanted
weighted-average recovery rates as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our credit and cash flow analysis shows that the class B-R-R,
C-R-R, D-R-R, and E-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 will have a reinvestment phase, during which
the transaction's credit risk profile could deteriorate, we have
capped our ratings on the notes.

The class F-R notes' current BDR cushion is -0.16%. Based on the
portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and the
class F-R notes' credit enhancement, this class is able to sustain
a steady-state scenario, in accordance with our criteria. S&P's
analysis further reflects several factors, including:

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

-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 26.50% (for a portfolio with a
weighted-average life of 4.70 years) versus 14.56% if we were to
consider a long-term sustainable default rate of 3.1% for 4.70
years.

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

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

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

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

S&P said, "Citibank N.A., London Branch is the bank account
provider and custodian. Its documented replacement provisions are
in line with our counterparty criteria for liabilities rated up to
'AAA'.

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

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our 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 X 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. The results are
shown in the chart below.

"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      RATING      AMOUNT (MIL. EUR)
  X          AAA (sf)       2.00
  A-R-R      AAA (sf)     246.00
  B-R-R      AA (sf)       38.00
  C-R-R      A (sf)        28.00
  D-R-R      BBB (sf)      25.60
  E-R-R      BB- (sf)      19.60
  F-R        B- (sf)       14.00
  Sub notes  NR            45.70

  NR--Not rated.




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

NEXI SPA: Fitch Assigns BB-(EXP) Rating to EUR2.1 Billion Notes
---------------------------------------------------------------
Fitch Ratings has assigned Nexi S.p.A.'s new EUR2.1 billion senior
unsecured notes an expected 'BB- (EXP)' rating with a Recovery
Rating of 'RR4'. It is maintaining the technology group's Long-Term
Issuer Default Rating (IDR) and senior unsecured debt rating of
'BB-' on Rating Watch Positive (RWP).

The RWP reflects its announced merger with SIA S.p.A., its main
competitor in Italy, and entities controlling Nets Topco Lux 3 Sarl
(Nets, B+/ RWP), the leading northern European payment services
operator.

The acquisitions will be entirely equity-funded through
share-exchange deals. A key shareholder of the new group
post-merger with SIA and Nets will be entities related to Cassa
Depositi e Prestiti S.p.A. (CDP; BBB-/Stable). Funds managed by
private-equity houses currently owning Nexi and Nets will control
about 40% of the combined group. Both acquisitions are subject to
internal and regulatory approvals. The acquisition of Nets has
received antitrust consent and is expected to be completed in 2Q21
while the acquisition of SIA is planned to close in 4Q21.

Fitch will resolve the RWP upon the completion of the two
transactions. Under the presented terms, this merger could result
in an upgrade of Nexi's ratings by one notch to 'BB', if funds from
operations (FFO) gross leverage is equal to or lower than 5.5x by
end-2022, pro-forma for the acquisitions of SIA and Nets.
Weaker-than-expected performance of the enlarged company, a change
in certain transaction terms or lower-than-expected cost synergies
could lead, at closing, to an affirmation of the 'BB-' rating with
a newly assigned Positive Outlook instead of an upgrade.

The assignment of final rating is contingent on the completion of
the EUR2.1 billion senior unsecured notes issue and on the receipt
of final documents conforming to information already received.

KEY RATING DRIVERS

Cross-Country Consolidation: The acquisition of Nets, alongside the
merger with SIA, will make Nexi a leading non-banking merchant
acquirer, card issuer and digital payments provider in Europe.
Coverage of the wider payment spectrum will be particularly strong
in Italy, with the addition through SIA of key banking accounts
such as Unicredit and Poste Italiane. It will, through Nets,
achieve strong positions in merchant-acquiring and card- issuance
in the Nordics and several central European countries, including
Germany. Pro-forma for the two acquisitions, Italy will represent
55% of the combined entity's revenues, followed by around 25% in
the Nordics and close to 10% for DACH, increasing diversification.

Leverage Stability: Fitch expects most of the existing leverage at
Nets entities and SIA to be refinanced at Nexi's level. The new
EUR2.1 billion notes and a previously issued convertible note aim
to refinance a portion of Nets' debt and all of SIA's debt
post-acquisition. Fitch expects the leverage of the combined entity
to be in line with the current standalone profile of Nexi. Fitch
estimates FFO gross leverage at 5.4x in 2022, after the first full
year of trading post-merger. Fitch has also relaxed Fitch's FFO
gross leverage upgrade sensitivity to 5.5x from 5.0x.

Deleverage Target Delayed: Nexi has a medium- to long-term target
of around 2.5x net debt-to-EBITDA (as defined by the company),
which Fitch believes could be achieved in two to three years
post-acquisitions, a year later than Fitch's previous expectations,
mainly due to the higher legacy leverage of Nets.

Synergies Drive Margin Improvements: SIA and Nets have lower
margins than Nexi. This is due to the different business mix of SIA
and to the more evolved markets Nets operates in. Fitch thus
expects a dilutive effect on the combined entity's Fitch-defined
EBITDA (adjusted for IFRS 16) and free cash flow (FCF) margins
post-acquisitions. However, cost synergies will improve
Fitch-defined EBITDA margins towards 46% in 2023. Management
targets around EUR200 million in cost savings by 2024 between
procurement and technological optimisation. Fitch factors in phased
cost savings of around EUR100 million in 2022.

Non-Recurring Excluded from EBITDA: Fitch excludes from EBITDA
around EUR400 million of non-recurring items between 2021 and 2023,
indicated by Nexi as restructuring cost. At present Fitch has
limited visibility on the non-recurring nature of these items.

Resilience to Pandemic: The spread of coronavirus hit credit-card
transactions mainly through affected sectors, such as travel and
leisure bookings. However, Nexi's 2020 performance, based on
preliminary financials, is in line with Fitch's forecasts made in
October 2020, sustained by increased electronic payment adoption in
Italy. Despite a reduction in electronic transactions over the hard
lockdown months last spring, revenues for 2020 recovered to 2019
levels. Fitch-defined EBITDA margin improved on cost-efficiency
initiatives.

Financial Policy Offers Opportunisties: Despite the acquisitions
being funded by equity, Fitch believes that debt funding remains an
option. This is because shareholders may develop an appetite for
further value enhancements, considering the lock-up period of their
shareholding expires within the next two years. The possible
reorganisation of European banks, still the owners of most
credit-card platforms in the continent, could provide acquisition
opportunities for an enlarged Nexi that now targets a wider
geographical scope than Italy. Fitch views the presence of CDP as a
key shareholder as a mitigating factor against increased financial
risk.

Increase in Execution Risk: The acquisition of Nets implies
increased execution risk versus the sole integration of SIA. Nexi's
management has a strong record of delivering efficiency initiatives
in Italy. However, the merger of businesses and operations across
as many as 50 countries is likely to imply demanding operating
workstreams and deadlines. For these reasons Fitch conservatively
assumes in Fitch's rating case no revenue synergies, and limit the
achievement of cost savings at 60% of management's indications.
Quicker-than-expected delivery of the efficiencies would accelerate
Nexi's deleverage pace.

Transactions Settlement Central: Credit-card issuance activities
require settlement funding. In Italy purchase payments are
collected from cardholders' accounts between 15 and 45 days, albeit
credited to merchants within 48 hours of the purchase. Settlement
for Nets' legacy business is more rapid. These settlement
imbalances are financed by dedicated facilities whose costs and
ultimate credit risk are carried by card-issuing banks. Fitch
currently does not include the settlement activities in its working
capital and leverage calculations, while Fitch assesses the
different facilities involved on a case-by-case basis.

Despite the credit protection, disruptions to settlement
arrangements may increase operational risk. For this reason Fitch
models a yearly charge of EUR20 million before FFO as a cost
related to keeping the settlement facilities in place. Fitch
believes that improvements in settlement efficiency will be key to
enhancing the credit profile of Nexi and card issuers in general.

DERIVATION SUMMARY

Nexi benefits from a leading position in the Italian digital
payment market, with clear leadership in merchant-acquiring and
payment-instrument issuance, amid growing adoption of electronic
payments. The announced merger with SIA and Nets will strengthen
its position in the Italian domestic market and expand its coverage
to a wider European scope, with Italian revenues amounting,
pro-forma, to around 55%, followed by the Nordics and DACH.

Nexi's enduring relationships with key partner banks in Italy
should be expanded by SIA's key accounts such as Unicredit, BNL,
and Poste Italiane, as well by a fair number of central and eastern
European clients. Integration with Nets will provide a leading
presence in Nordic countries, on top of Concardis and Dotpay
previously acquired by Nets. The merger will make Nexi one of the
leading non-bank payment technology operators in Europe, with an
increased number of partner banks and resulting in higher switching
costs for merchants. The latter will translate into higher barriers
to entry and stronger pricing power.

On a standalone basis, Nets (B+/RWP) exhibits a higher leverage
profile than both Nexi and the pro-forma combination of Nexi and
SIA alone. Hurricane Bidco Ltd (Paymentsense, B/Stable) has higher
leverage and a different business model that is focused on
partnerships with SMEs rather than the banking channel, and has
lower EBITDA and FCF margins than Nexi.

Nexi shares limited similarities with PayPal Holdings Inc.
(BBB+/Stable), which has lower margins but stronger geographical
diversification and significantly lower indebtedness.

KEY ASSUMPTIONS

-- Underlying CAGR revenue growth for Nexi of 5.3% for 2020-2025;

-- Underlying Nexi EBITDAR at 57% in 2021, rising towards 59% by
    2025;

-- Synergies from the integration of SIA and Nets of EUR117
    million or around 60% of EUR195 million management-expected
    cost synergies to be phased in and fully achieved by 2026;

-- Non-recurring items recognised in full as one-offs due to the
    transformational nature of these deals;

-- Settlement facility charge increased to EUR20 million from
    EUR15 million within FFO to reflect increased scale;

-- Common dividends expected from 2022 onwards at 35% of net
    income;

-- Bolt-on acquisitions of EUR24 million p.a. through to 2025.

RATING SENSITIVITIES

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

-- FFO gross leverage below 5.0x on a sustained basis (5.5x on
    completion either the SIA and/or Nets acquisitions);

-- FFO interest cover at 3.5x or above;

-- Evidence of post-integration margin improvements through cost
    saving and revenue enhancing initiatives;

-- Stabilisation of financial policy and demonstrated commitment
    to deleveraging.

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

-- FFO leverage remaining above 6.0x;

-- FFO interest cover below 3.0x on a sustained basis;

-- EBITDA margins below 45% post-merger, with evidence of poor
    execution of integration workstreams;

-- Financial policy leading to major acquisitions being partially
    or entirely debt-funded;

-- Disruption to/deterioration in settlement-facility setup.

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

Fitch assesses the combined entity's liquidity as comfortable,
based on an estimated EUR400 million cash on balance sheet for 2022
and an EUR350 million revolving credit facility.

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.



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

JAZZ FINANCING: Moody's Rates New Sr. Sec. Credit Facilities 'Ba2'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new senior
secured credit facilities of Jazz Financing Lux S.a.r.l., a
subsidiary of Jazz Pharmaceuticals plc (collectively "Jazz").
Moody's also downgraded the existing senior secured credit
facilities of Jazz Securities Designated Activity Company to Ba2
from Ba1. These ratings will be withdrawn at close. In addition,
for administrative purposes, Moody's is reassigning certain ratings
from Jazz Securities Designated Activity Company to Jazz
Pharmaceuticals plc. This includes the Ba3 Corporate Family Rating,
the Ba3-PD Probability of Default Rating and the SGL-1 Speculative
Grade Liquidity Rating. These ratings are being assigned at Jazz
Pharmaceuticals plc and withdrawn at Jazz Securities Designated
Activity Company. Following these actions, the outlook is negative.
These actions conclude a rating review for downgrade initiated on
February 4, 2021.

The credit facilities, together with other new secured debt, cash
on hand, and equity will be used to fund the acquisition of GW
Pharmaceuticals along with the various fees and expenses for
approximately $6.7 billion net of cash acquired.

Jazz's Ba3 Corporate Family Rating reflects the strategic benefits
of the acquisition of GW Pharmaceuticals. GW's lead product
Epidiolex, a cannabinoid product approved in several rare diseases,
is a high growth asset that will provide Jazz with immediate
product diversification.

The rating also reflects Moody's expectation of strong deleveraging
following the close of the transaction with debt/EBITDA approaching
4.0x by the end of 2022, down from approximately 7.0x pro forma at
year end 2020. Moody's version of EBITDA does not add back stock
compensation expense to earnings. Deleveraging will be facilitated
through strong earnings growth combined with rapid debt reduction,
supported by Jazz's good free cash flow, which Moody's estimates at
about $1 billion annually.

Ratings assigned:

Jazz Pharmaceuticals plc:

Corporate Family Rating, assigned Ba3

Probability of Default Rating, assigned Ba3-PD

Speculative Grade Liquidity Rating, assigned SGL-1

Jazz Financing Lux S.a.r.l.

Senior secured revolving credit facility, assigned Ba2 (LGD3)

Senior secured term loan, assigned Ba2 (LGD3)

Ratings downgraded:

Jazz Securities Designated Activity Company

Senior secured revolving credit facility downgraded to Ba2 (LGD3)
from Ba1 (LGD2)

Senior secured term loan downgraded to Ba2 (LGD3) from Ba1 (LGD2)

Ratings withdrawn:

Jazz Securities Designated Activity Company

Corporate Family Rating withdrawn at Ba3

Probability of Default Rating withdrawn at Ba3-PD

Speculative Grade Liquidity Rating withdrawn at SGL-1

Outlook actions:

Jazz Pharmaceuticals plc:

Assigned, negative outlook

Jazz Financing Lux S.a.r.l.

Assigned, negative outlook

Jazz Securities Designated Activity Company

Changed to Negative from Rating Under Review

RATINGS RATIONALE

Jazz's Ba3 rating reflects the company's position as a specialized
pharmaceutical company with approximately $2.9 billion of pro forma
revenue including GW Pharmaceuticals. The credit profile also
reflects Jazz's good growth prospects for the next several years
and its strong market position in sleep disorder drugs, as well as
a growing oncology business. Growth will be enhanced by Zepzelca in
small-cell lung cancer and continued growth of GW's Epidiolex in
multiple rare diseases. The GW acquisition establishes Jazz as a
leader in cannabinoid science.

These strengths are constrained by Jazz's limited scale and high
revenue concentration in the Xyrem/Xywav franchise, which Moody's
estimates will make up over 50% of pro forma revenues in 2021.
Authorized generic entry for Xyrem anticipated in 2023 places high
reliance on successful transition of patients to Xywav, and rising
commercial uptake of products like Epidiolex, Zepzelca, and
Sunosi.

Social and governance considerations are material to the rating.
Jazz faces exposure to regulatory and legislative efforts aimed at
reducing drug prices. These are fueled in part by demographic and
societal trends that are pressuring government budgets because of
rising healthcare spending. These risks appear highest in the US,
where Jazz has substantial revenue concentration. The acquisition
of GW brings new regulatory oversight and compliance risks related
to responsible production due to the derivation of Epidiolex from
cannabis. Among governance considerations, Jazz has historically
maintained low financial leverage. Given approaching Xyrem
generics, the company is willing to incur higher financial leverage
in order to make acquisitions, notwithstanding a commitment to
deleveraging following the GW acquisition.

The Ba2 rating on Jazz's senior secured bank credit facilities is
one-notch above the Ba3 Corporate Family Rating. This reflects the
seniority of the new senior secured credit facility and other new
secured debt over the approximately $1.8 billion of convertible
bonds in the capital structure.

The proposed senior term loans are expected to have no financial
maintenance covenants while the proposed senior revolving credit
facility will contain a springing maximum first lien net leverage
ratio and a minimum interest coverage ratio, both tested if amounts
under the revolving credit facility are drawn (or if greater than
$50 million in undrawn, non-cash collateralized letters of credit
are outstanding). In addition, the senior credit facility contains
incremental facility capacity up to the greater of $1.20 billion
and 1x Adjusted Consolidated EBITDA, plus an additional amount of
pari passu secured debt subject to a 4.10x pro forma First Lien
Secured Net Leverage ratio (pari passu secured debt). Amounts up to
50% of LTM Adjusted Consolidated EBITDA may be incurred with an
earlier maturity date than the initial term loans. The credit
agreement will permit the transfer of assets to unrestricted
subsidiaries, subject to certain customary limitations, including
with respect to material intellectual property. Certain non-wholly
owned subsidiaries are not required to provide guarantees;
dividends or transfers resulting in partial ownership of subsidiary
guarantors could jeopardize guarantees, but there are protective
provisions that limit the release of restricted subsidiaries after
the closing date. The credit agreement provides some limitations on
up-tiering transactions, including a requirement that all affected
lenders consent to any modifications to subordinate obligations
under the credit facilities, or the liens granted in favor of the
secured parties under the documents, to any other indebtedness or
lien. The above are proposed terms and the final terms of the
credit agreement may be materially different.

The outlook is negative, reflecting the risks of commercial
execution prior to authorized generic entry on Xyrem, as well as
elevated financial leverage outside of Moody's expectations for the
rating. This leaves Jazz weakly positioned to absorb any unexpected
operating setbacks or debt funded acquisitions.

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

Factors that could lead to a downgrade include slower than expected
uptake of Xywav or other new products, increased litigation
exposure, or additional debt-funded acquisitions such that
debt/EBITDA is sustained above 4.5x.

Factors that could lead to an upgrade include greater revenue
diversity arising from growth in key products, reduction in
exposure to Xyrem generics, and debt/EBITDA maintained below 3.5x.

Jazz Financing Lux S.a.r.l. is a Luxembourg domiciled subsidiary of
Jazz Pharmaceuticals plc (collectively referred to as "Jazz"), a
global pharmaceutical company with a portfolio of products that
treat unmet needs in narrowly focused therapeutic areas. Pro forma
for the GW acquisition, revenues in 2020 totaled approximately $2.9
billion.

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



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

ENERGOGARANT PJSIC: S&P Affirms 'BB' Ratings, Outlook Stable
------------------------------------------------------------
S&P Global Ratings revised its view of the industry and country
risks in Russia's P/C sector to moderately high from high. This
reflects the resilience Russian insurers have built, with strong
performance over the past five years despite a particularly
challenging 2020. Most of the large P/C insurers have accumulated
significant capital cushions, achieved sound operating performance,
and improved the average credit quality of their investment
portfolios. S&P also views positively the strengthening of the
regulatory framework and its improving transparency. Its current
assessment of the Russian P/C insurance sector is comparable with
countries such as Brazil, and South Africa, which have similar P/C
insurance premiums per capita of below $200 per year.

Russian P/C insurers showed nominal premium growth of 3.5% in 2020
despite a 3.5% GDP contraction over the same period. S&P sid,
"However, we think further growth prospects are limited in the near
term and will be close to 5% in nominal terms in 2021-2022.
Performance will depend on the pace of economic recovery, with
expected GDP growth of 3.3%, an increase in disposable income, and
the industry's adaption to the post-COVID-19 environment. We do not
expect insurance penetration will expand materially, with growth
unlikely to be above 5% in the next two years."

S&P said, "We believe Russian P/C insurers generally benefited from
lockdown measures in 2020, since lower motor and medical claims
frequency improved loss ratios, while COVID-19-related losses were
minimal. We note that loss ratios were down 1.3% to 47.6% in 2020.
The total P/C combined ratio (loss and expense) of 90% in 2020 was
solid and comparable with the five-year average. In our view,
Russian insurers will preserve underwriting profitability in
2021-2022 despite increasing competition. This will come on the
back of larger players' balanced approach to tariff setting
following liberalization measures, particularly in the motor
sector, and implemented cost optimizations. The Russian P/C sector
combined ratio is likely to gradually deteriorate to 93%-95% in
2021-2022, primarily due to higher loss ratios on the back of an
overall economic rebound and higher claims frequency due to removal
of lockdown measures. In our view, return on equity (ROE) will be
weaker than in 2020--when it was supported by investment income, in
particular foreign-exchange gains--and stand at about 15% in
2021-2022.

"We note the positive evolution of the Russian P/C regulatory
framework in the past five years. In particular, regulation has
become more stringent following a clean-up of the market that saw
the number of insurance players decrease by about 40% in the past
five years. Moreover, we believe that legislation changes and the
introduction of a financial ombudsman (from June 1, 2019) have led
to greater control over the motor sector and reduced insurers'
exposure to legal claims. Motor hull and obligatory motor third
party liability (OMTPL) together comprised 46% of P/C gross
premiums written (GPW) in 2020 and will play an important role in
market growth. Liberalization of motor insurance tariffs in 2020
also supported insurers' profitability, with loss ratios for the
OMTPL sector reducing to 68% in 2020 from a five-year average of
74%. Furthermore, the regulator has introduced more transparent and
timely reporting for the insurance market and we expect that it
will gradually move toward a risk-based capital calculation
(similar to Solvency II) in 2021. In our view, the regulator was
supportive of the market during a difficult 2020, with some
temporary regulatory forbearance measures introduced, including
extended deadlines for submission of accounts and requests from the
regulator, and no inspections.

"It is unlikely that our IICRA for Russia's P/C sector will
materially improve or deteriorate in the next 12-18 months.
However, we may revise down our IICRA assessment in case
profitability materially declines."

Sogaz Insurance

S&P said, "We have affirmed our ratings on Sogaz Insurance at
'BBB'. The ratings on Sogaz reflect its leading position in the
Russian P/C insurance market with a total P/C market share of 30%
and solid margins underlying its sound operating performance,
diversified premium base of corporate and retail clients, and solid
risk profile.

"We expect the net combined ratio to be close to 95% in 2020-2021
on a consolidated basis, supported by sound underwriting
performance. We consider that Sogaz has shown resilience to the
current macroeconomic environment and expect that the company's GPW
growth will continue to grow in 2021-2022 on the back of economic
revival and business activity growth.

"Although Sogaz generates high levels of capital through retained
earnings and its moderate dividend policy, the recent acquisition
of a 12.5% stake in SIBUR by SOGAZ Group creates uncertainty for
the company's capital management. We consider that the 12.5% stake
has not largely exhausted the capital buffers, which will be
consolidated at the satisfactory assessment of the company's
capital and earnings. We will closely monitor the company's ability
to generate sufficient earnings and its further appetite for
acquisitions that might pressure capital buffers. We forecast Sogaz
will post an annual net profit in 2021-2022 not lower than average
results for the past three years We expect ROE will be close to
19%-21% in 2021-2022, above our expectation for the market
average."

Outlook

The stable outlook reflects S&P's view that Sogaz will continue to
advance its strategy to sustain its business position and
consolidates its capital and earnings at the satisfactory level
over the next two years.

Downside scenario: S&P could lower the ratings in the next two
years if, for instance:

-- The group materially increases its higher-risk equity or
speculative-grade investments, or its capital position weakens,
thereby undermining its ability to sustainably pass S&P's
hypothetical foreign currency sovereign stress test;

-- Capital weakens for a prolonged period to below the
satisfactory level, squeezed either by considerably higher
dividends or further acquisitions; or

-- S&P lowered its local currency sovereign ratings on Russia.

Upside scenario:A positive rating action is unlikely at this stage
given that the rating on Sogaz is at the level of the local
currency sovereign rating on
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@70283e64
(foreign currency BBB-/Stable/A-3; local currency BBB/Stable/A-2).

Energogarant PJSIC

S&P said, "We affirmed our 'BB' ratings on Energogarant, reflecting
our view that they already reflect the benefits associated with the
improved operating environment. Although we now have a better view
on the insurer's business risk profile, we incorporate a
comparative adjustment notch into the rating structure. This is
based on our view that the insurer's financial strength is
holistically comparable with 'BB' rated peers taking into account
its moderate market share in the Russian P/C sector and
still-volatile operating performance. We estimate Energogarant's
combined ratio increased to about 99% in 2020 from about 96% a year
ago, while we observed a decrease for most local peers."

Outlook

The outlook is stable, reflecting S&P's expectation that
Energogarant will maintain its market position as a midsize Russian
P/C insurer. This will allow the insurer to demonstrate sound
operating performance and gradually build up its capital buffers.

Downside scenario: S&P sad, "We could take a negative rating action
in the next 12 months if Energogarant does not build capital,
contrary to our expectations. This could happen if the insurer's
underwriting or investment performance weakens meaningfully or in
the case of high dividend payments, for example. We could also
consider a negative rating action if the company took higher
investment risk."

Upside scenario: S&P could take a positive rating action if the
insurer's capital position improved more rapidly than it
anticipates in its base-case scenario.

Ingosstrakh Insurance Co.

S&P said, "We revised our outlook on Ingosstrakh (BBB-) to positive
from stable, reflecting the improved operating environment for P/C
insurers in Russia, which positively influences the company's
business risk profile. We also expect that the company will
continue improving its underwriting performance and strengthen the
average credit quality of its investments. Therefore, we consider
that its financial strength may improve in the next two years to an
extent that it can be rated above the Russian sovereign."

Outlook

The positive outlook reflects S&P's expectation that Ingosstrakh is
in a good position to sustainably improve its underwriting
performance and capitalization and further increase the average
credit quality of its investment portfolio over the next two years
while maintaining its top market positions in Russian P/C
insurance.

Upside scenario: S&P said, "We could raise the ratings in the next
two years if Ingosstrakh maintains a combined ratio below 100%,
coupled with its average investment credit quality further
strengthening in the 'BBB' range. In addition, for an upgrade,
Ingosstrakh would need to continue passing our sovereign stress
test to be rated above our sovereign foreign currency rating on
Russia."

Downside scenario: S&P could revise the outlook on Ingosstrakh back
to stable in the next two years if, contrary to its expectations,
S&P observes:

-- Prolonged weakening of the company's underwriting performance
which could constrain our assessment of its competitive position;

-- Material deterioration of the average credit quality of
Ingosstrakh's investments; or

-- Significant losses incurred by Bank Soyuz requiring capital
support from Ingosstrakh.

Insurance Co. RESO-GARANTIA

S&P said, "We revised the outlook on RESO-GARANTIA (BBB-) and its
nonoperating holding company (NOHC) Stanpeak Ltd. LLC (BB) to
positive from stable, reflecting our view that both companies'
creditworthiness will likely strengthen in the next two
years--supported by the improved operating environment for P/C
insurers in Russia. We expect RESO-GARANTIA will demonstrate
favorable underwriting performance, with a combined ratio of
90%-93%, and continue to outperform most of its local peers. We
note that the insurer's solid capital and liquidity buffers allow
it to currently pass our sovereign stress test and, therefore, be
rated above Russia."

Outlook

The positive outlooks on RESO-GARANTIA and its NOHC Stanpeak
reflect the possibility that we may raise the ratings in the next
two years if the group continues to strengthen its capital position
in line with our expectations while maintaining its leading market
positions in Russian motor insurance.

Upside scenario: S&P would raise the ratings on RESO-GARANTIA, and
consequently Stanpeak, in the next two years if the insurer's
dividend payout ratio stabilizes at no more than about 50% and it
continues to demonstrate strong underwriting performance and
investment results, which would support its capital build up. For a
positive rating action, S&P would also need to confirm that
RESO-GARANTIA continues to pass our sovereign stress test.

Downside scenario: S&P could revise the outlooks on RESO-GARANTIA
and Stanpeak to stable in the next two years if the group's
financial risk profile deteriorates, for instance due to:

-- Slower strengthening of the capital position than we assume in
our base-case scenario, which might result from a higher dividend
appetite than we expect, engagement in risky mergers and
acquisitions, weaker technical performance, or investment losses;

-- A riskier investment strategy that could lead us to shift our
assessment of RESO-GARANTIA's weighted-average investment quality
toward the 'BB' category; or

-- The insurer adopting a less conservative funding structure with
leverage increasing above 50%.

Rosgosstrakh PJSC

S&P said, "We revised our outlook on Rosgosstrakh (BB) to positive
from stable, combining our view of the strengthened standalone
characteristics of the insurer, its resilience to the adverse
macroeconomic environment and the creditworthiness of its parent,
Bank Otkritie (BOFC). Rosgosstrakh's business risk profile benefits
from its improving market position as well as its satisfactory
operating performance in the Russian P/C market.

"We expect the insurer's combined ratio will increase to about 99%
in 2021 from 98% in 2020, with a trend similar to local peers.

"We think Rosgosstrakh will continue to benefit from its ownership
by BOFC and its ultimate shareholder, the Central Bank of Russia.
This ownership structure leads us to view the insurer as a
government-related entity, but we do not add any additional notches
of support to the ratings. We do not anticipate Rosgosstrakh will
require additional financial support in 2021-2023.

"We understand Rosgosstrakh operates separately from BOFC, and its
financial performance and funding are highly independent from its
parent's. Rosgosstrakh does not have any significant operational
dependence on the group's other entities either." The insurer
maintains its own records and funding arrangements and does not
commingle funds, assets, or cash flows with BOFC. There is a strong
economic basis for BOFC and the central bank to preserve
Rosgosstrakh's credit strength.

Outlook

S&P said, "The positive outlook reflects our view of improvements
in the creditworthiness of BOFC group as well as our expectation
that Rosgosstrakh will continue to show satisfactory capital
through profit retention over the next 12 months, with business
growth continuing in 2021-2023. Our capital forecast includes 70%
profit retention in 2021-2023."

Upside scenario: An upgrade would depend on positive credit
developments at the BOFC group level with other factors remaining
unchanged.

Downside scenario: An outlook revision back to stable could be
triggered by a reversal of positive trends we observe at the BOFC
group level. S&P would downgrade RGS if it sees that capital
adequacy significantly deteriorates.

Alfastrakhovanie OAO

S&P said, "The upgrade of Alfastrakhovanie to 'BBB-' from 'BB+'
reflects our view of the company's resilience to the adverse
macroeconomic environment. Alfastrakhovanie's business risk profile
benefits from its strong market position as well as its sound
operating performance in the Russian P/C market.

"We consider that the current financial market disruption did not
materially harm Alfastrakhovanie's business prospects or
bottom-line results. This is thanks to relatively low exposure to
COVID-19-related claims and fewer motor claims during
government-imposed mobility restrictions. We estimate the company
will report a net P/C combined ratio of 94%-96% in 2021-2022, which
is below our expectation of close to 100% for the Russian P/C
market and five-year average figures. We estimate ROE will be close
to 40% in 2020 and 14% in 2021, exceeding expectations for the
market average.

"We consider that the company showed solid operating performance in
2020 that allowed it to further strengthen its capital cushion. We
expect Alfastrakhovanie will further maintain its capital adequacy
at the 'BBB' level over 2021 by retaining most of its future
earnings, with modest dividend payouts below 6%. In our view,
further capital strengthening will move in tandem with the overall
market trend, due to a regulatory move to the risk-based approach.

"We positively view that the company focused on further de-risking
its investment portfolio, primarily investing in fixed-income
instruments. However, we still consider that its investment
portfolio borders between 'BB' and 'BBB-' rated instruments. That
said, we expect it to move closer to the investment-grade level in
2021-2022."

Outlook

S&P said, "The stable outlook reflects our expectation that, in the
next 24 months, Alfastrakhovanie will maintain its solid
competitive position and further sustain improvements in capital
adequacy to the 'BBB' level.

Downside scenario: S&P said, "We could lower the ratings on
AlfaStrakhovanie in the next 24 months if its capital weakens
significantly below the 'BBB' level, according to our capital
model, squeezed either by weaker-than-expected technical
performance, investment losses, or high dividends." A deterioration
of the average credit quality of invested assets to below 'BB'
might also trigger a negative rating action.

Upside scenario: A positive action on Alfastrakhovanie over the
next 24 months is remote since it is capped by the sovereign
foreign currency rating.

Lexgarant Insurance Co. Ltd.

S&P raised its long-term financial strength and issuer credit
ratings on Lexgarant to 'BB-' from 'B+', reflecting the gradual
strengthening of its niche position in global aviation insurance
and helped by very robust reinsurance coverage and ongoing
hardening of aviation pricing.

Lexgarant's aviation insurance portfolio showed growth in 2020
(specifically in the international aviation segment) because it is
geographically diversified and focuses on cargo aviation, which was
not grounded due to pandemic, as well as some government-owned
small companies that continued operations. Although a decline in
travel insurance was notable, it was compensated by immigrant
medical insurance, which proved resilient in 2020.

Lexgarant continues to enjoy extremely strong risk-adjusted capital
adequacy, according to S&P's model, sustained by prudent
underwriting, low net risk retention, and a liquid investment
portfolio. However, S&P notes the company's capital is small, at
about $15 million, like its insurance portfolio, and fixed costs
are relatively high.

Outlook

S&P said, "The stable outlook on Lexgarant reflects our view that
the company will maintain its niche in aviation insurance, as well
as its superior reinsurance protection--a competitive advantage. We
expect Lexgarant's technical results may be volatile in 2021-2022,
but its capitalization will continue to support the rating."

Upside scenario: S&P deems a positive action as unlikely at this
rating level unless we see a significant increase in capitalization
to exceed $25 million.

Downside scenario: S&P said, "We would lower the rating in the next
12 months if Lexgarant's operating performance deteriorates
significantly. We could also consider a negative rating action if
Lexgarant's financial risk position significantly worsens, for
example, due to unexpected substantial losses, weakening liquidity,
or if we believe it cannot maintain its aviation reinsurance
protection, which we currently view as a rating strength."

  Chart 1

  Ratings Score Snapshot

  Alfastrakhovanie, OAO
                                      TO            FROM
  Financial strength rating     BBB-/Stable/--   BB+/Positive/--
  Anchor                              bbb-           bb+
  Business risk                 Satisfactory         Fair
  IICRA                     Moderately high Risk   High risk
  Competitive position               Strong         Strong
  Financial risk                     Fair            Fair
  Capital and earnings            Satisfactory     Satisfactory
  Risk exposure                  Moderately high  Moderately high
  Funding structure                  Neutral          Neutral

  Modifiers
  Governance                          Neutral         Neutral
  Liquidity                         Exceptional     Exceptional
  Comparable ratings analysis             0              0
  Support                                 0              0
  Group support                           0              0
  Government support                      0              0

  IICRA--Insurance Industry And Country Risk Assessment.

  Energogarant PJSIC
                                          TO             FROM
  Financial strength rating         BB/Stable/--     BB/Stable/--
  Anchor                                  bb+             bb
  Business risk                          Fair            Weak
  IICRA                          Moderately high risk   High risk
  Competitive position               Satisfactory     Satisfactory
  Financial risk                         Fair             Fair
  Capital and earnings              Satisfactory     Satisfactory
  Risk exposure                        Moderately high risk  
  Funding structure                    Neutral         Neutral

  Modifiers

  Governance                            Neutral         Neutral
  Liquidity                            Adequate        Adequate
  Comparable ratings analysis             -1              0
  Support                                  0              0
  Group support                            0              0
  Government support                       0              0

  IICRA--Insurance Industry And Country Risk Assessment.

  Ingosstrakh Insurance Co.
                                          TO             FROM
  Financial strength rating       BBB-/Positive/--  BBB-/Stable/--
  Anchor                                  bbb            bbb-
  Business risk                        Satisfactory      Fair
  IICRA                          Moderately high risk  High risk
  Competitive position                  Strong          Strong
  Financial risk                      Satisfactory   Satisfactory
  Capital and earnings                 Very strong    Very strong
  Risk exposure                         High risk      High risk
  Funding structure                      Neutral        Neutral

  Modifiers
  Governance                             Neutral        Neutral
  Liquidity                            Exceptional    Exceptional
  Comparable ratings analysis               (1)            0
  Support                                    0             0
  Group support                              0             0
  Government support                         0             0

  IICRA--Insurance Industry And Country Risk Assessment.

  LEXGARANT Insurance Co. Ltd.
                                          TO             FROM
  Financial strength rating          BB-/Stable/--  B+/Positive/--
  Anchor                                  bb-             b+
  Business risk                          Weak            Weak
  IICRA                               Moderately      Moderately
                                       high risk       high risk  
  Competitive position                   Fair            Fair
  Financial risk                       Marginal        Marginal
  Capital and earnings               Satisfactory    Satisfactory
  Risk exposure                        High risk       High risk
  Funding structure                     Neutral         Neutral

  Modifiers
  Governance                            Neutral         Neutral
  Liquidity                           Exceptional       Adequate
  Comparable ratings analysis              0               0
  Support                                  0               0
  Group support                            0               0
  Government support                       0               0

  IICRA--Insurance Industry And Country Risk Assessment.

  Insurance Company RESO-GARANTIA
                                          TO             FROM
  Financial strength rating       BBB-/Positive/--  BBB-/Stable/--
  Anchor                                 bbb-            bbb-
  Business risk                      Satisfactory        Fair
  IICRA                        Moderately high risk    High risk
  Competitive position                   Strong         Strong
  Financial risk                          Fair           Fair
  Capital and earnings                   Strong         Strong
  Risk exposure                        Moderately     Moderately  
                                        high risk      high risk
  Funding structure                    Moderately     Moderately  
                                        negative       negative
  Modifiers
  Governance                             Neutral       Neutral
  Liquidity                             Adequate      Adequate
  Comparable ratings analysis              0              0
  Support                                  0              0
  Group support                            0              0
  Government support                       0              0

  IICRA--Insurance Industry And Country Risk Assessment.

  Rosgosstrakh PJSC
                                          TO             FROM
  Financial strength rating           BB/Positive/--  BB/Stable/--
  Anchor                                  bb+             bb
  Business risk                          Fair            Weak
  IICRA                         Moderately high risk   High risk
  Competitive position              Satisfactory      Satisfactory
  Financial risk                         Fair            Fair
  Capital and earnings              Satisfactory      Satisfactory
  Risk exposure                      Moderately        Moderately

                                      high risk         high risk
  Funding structure                    Neutral           Neutral

  Modifiers
  Governance                           Neutral           Neutral
  Liquidity                           Adequate          Adequate
  Comparable ratings analysis            (1)               0
  Support                                 0                0
  Group support                           0                0
  Government support                      0                0

  IICRA--Insurance Industry And Country Risk Assessment.

  Sogaz Insurance
                                        
  Financial strength rating        BBB/Stable/--
  Anchor                           bbb
  Business risk                    Satisfactory
  IICRA                            Moderately high Risk
  Competitive position             Strong
  Financial risk                   Fair
  Capital and earnings             Satisfactory
  Risk exposure                    Moderately high
  Funding structure                Neutral

  Modifiers
  Governance                       Neutral
  Liquidity                        Exceptional
  Comparable ratings analysis      0
  Support                          0
  Group support                    0
  Government support               0

  IICRA--Insurance Industry And Country Risk Assessment.

  Ratings List

  Alfastrakhovanie, OAO UPGRADED; OUTLOOK ACTION
                                         TO        FROM
  Alfastrakhovanie, OAO
    Financial Strength Rating    BBB-/Stable/--   BB+/Positive/--

  Energogarant PJSIC              

  RATINGS AFFIRMED

  Energogarant PJSIC
   Issuer Credit Rating        BB/Stable/--
   Financial Strength Rating   BB/Stable/--

  Ingosstrakh Insurance Co.            

  RATINGS AFFIRMED; OUTLOOK ACTION
                                         TO        FROM
  Ingosstrakh Insurance Co.
   Issuer Credit Rating        BBB-/Positive/--  BBB-/Stable/--
   Financial Strength Rating   BBB-/Positive/--  BBB-/Stable/--

  Lexgarant Insurance Co. Ltd.           

  UPGRADED; OUTLOOK ACTION
                                         TO        FROM
  Lexgarant Insurance Co. Ltd.
   Issuer Credit Rating            BB-/Stable/--  B+/Positive/--
   Financial Strength Rating       BB-/Stable/--  B+/Positive/--

   Stanpeak Ltd. LLC              

  RATINGS AFFIRMED; OUTLOOK ACTION
                                         TO        FROM
  Insurance Co. RESO-GARANTIA  
   Issuer Credit Rating         BBB-/Positive/--  BBB-/Stable/--
   Financial Strength Rating    BBB-/Positive/--  BBB-/Stable/--

  Stanpeak Ltd. LLC
   Issuer Credit Rating         BB/Positive/--    BB/Stable/--

  Rosgosstrakh PJSC           

  RATINGS AFFIRMED; OUTLOOK ACTION
                                         TO        FROM
  Rosgosstrakh PJSC
   Issuer Credit Rating         BB/Positive/--   BB/Stable/--
   Financial Strength Rating    BB/Positive/--   BB/Stable/--

  Sogaz Insurance               

  RATINGS AFFIRMED

  Sogaz Insurance
   Issuer Credit Rating         BBB/Stable/--
   Financial Strength Rating    BBB/Stable/--


RESO-LEASING: S&P Affirms BB+ LT ICR, Alters Outlook to Developing
------------------------------------------------------------------
S&P Global Ratings revised the outlook on RESO-Leasing OOO to
developing from stable and affirmed the 'BB+/B' long-term and
short-term issuer credit ratings on the company.

The revision of the outlook on RESO-Leasing to developing from
stable reflects the potential for a positive rating action
following the revision of the outlook on parent Insurance Co.
RESO-GARANTIA (BBB-/Positive/--) to positive from stable. S&P said,
"On the one hand, we believe improved creditworthiness at the
parent might increase its ability to provide support to
RESO-Leasing in a hypothetical stress scenario. On the other hand,
we could take a negative rating action on RESO-Leasing if we
observe its role within the group has weakened."

S&P said, "We currently see RESO-Leasing as a highly strategic
subsidiary of RESO-GARANTIA. This takes into account RESO-Leasing's
material size and contribution to the overall performance of RESO
group. Leasing assets accounted for 19% of RESO group's
consolidated invested assets and net income from leasing operations
accounted for 24% of the group's consolidated net income--adjusted
for gains from revaluation of foreign currency and securities--over
the first nine months of 2020. Currently, our 'BB+' long-term
rating on RESO-Leasing is one notch below our group credit profile
assessment for RESO group (bbb-), which is in line with our
approach to rating highly strategic subsidiaries within groups.

"The developing outlook on RESO-Leasing reflects that we could
raise the rating should we raise the rating on the parent, but also
the potential that if we revise RESO-Leasing's role in the group
the rating might not move in tandem and could be lowered.

"We would consider raising the ratings on RESO-Leasing in the next
12 months to investment grade if we raise the ratings on parent
RESO-GARANTIA and simultaneously see RESO-GARANTIA's willingness to
support RESO-Leasing in almost all foreseeable circumstances.

"We could take a negative rating action in the next 12 months if we
observe that RESO-Leasing's role within the group weakens."




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

IM CAJAMAR 3: S&P Assigns CCC- (sf) Rating to Class B Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to IM BCC Cajamar
PYME 3, Fondo de Titulizacion's class A and B notes.

The transaction is a securitization of a pool of performing secured
and unsecured loans granted to Spanish small and midsize (SME)
companies according to the European Commission's definition.

The main features of the transaction are:

-- The portfolio is very well diversified with more than 10,000
loans granted to Spanish SME borrowers.

-- The transaction is structured with a combined waterfall for
both principal and interest payments.

-- Cajamar Caja Rural, Sociedad Cooperativa de Credito is an
established lender in the Spanish market.

-- Better average credit quality of SME borrowers that are being
securitized compared to the originator's overall loan book.

-- The transaction includes a non-amortizing cash reserve, funded
on the closing date, which provides liquidity support to the notes
throughout the transaction's life. This reserve will eventually be
also used to redeem the notes.

S&P said, "Our ratings on the class A and B notes reflect our
assessment of the underlying asset pool's credit and cash flow
characteristics, as well as our analysis of the transaction's
exposure to legal, counterparty, and operational risks.

"Our analysis indicates that the available credit enhancement for
the class A and B notes is sufficient to mitigate the notes'
exposure to credit and cash flow risks at the 'A (sf)' and 'CCC-'
(sf) ratings."

Rating Rationale

S&P's ratings reflect its assessment of the following factors:

Credit risk

The collateral is a static pool of secured and unsecured loans
granted to Spanish SMEs. S&P has analyzed credit risk by applying
our criteria for European CLOs backed by SMEs.

S&P said, "In line with our European SME CLO criteria, we derived
the portfolio's 'AAA' scenario default rate (SDR) by adjusting our
average credit quality assessment to determine loan-level rating
inputs and by applying the 'AAA' targeted portfolio default
rates."

S&P has considered the collateral portfolio's average credit
quality to have a 'CCC+' rating, considering the following
factors:

-- Country and originator, to reflect the country where the assets
were originated and our assessment of the quality of the
originator's underwriting and origination processes;

-- The securitized portfolio's credit quality compared with the
originator's overall loan book, to make a portfolio selection bias
if the securitized pool's credit quality is worse than the overall
loan book. For the purpose of this transaction, S&P made no
adjustment for portfolio selection bias; and

-- Finally, based on the final average portfolio assessment
resulting from the above adjustments, S&P calculated the SDRs for
each rating level using the 'AAA' target portfolio default rate (of
73.56%).

S&P said, "We then derived the 'B' SDR based on an analysis of the
originator-specific default data to reflect our forward-looking
estimate of expected defaults for a portfolio, given the current
economic trends.

"In addition to the above, we considered the current macroeconomic
environment, sectors in which these SMEs operate, annual turnover
of the SMEs that form part of the collateral portfolio, and other
similar characteristics of the SME pool when assessing the
portfolio's average credit quality and determining 'B' SDRs at
12%.

"In accordance with our rating framework, we interpolated the
remaining SDRs at each rating level between 'B' and 'AAA'.

Cash flow analysis

S&P said, "We tested the transaction's cash flows in a model that
simulated various rating stress scenarios. In our modeling
approach, we ran several different scenarios at each rating level,
combining different interest rate patterns with different default
patterns. We also applied an additional sensitivity analysis to
assess the effect of permitted variations and liquidity stresses
that could arise due to payment holidays on the rated notes.

"Our analysis indicates that the available credit enhancement of
25.24%, including the reserve fund (sized at 3% of the class A and
B notes' initial balance) for the class A notes is sufficient to
withstand the credit and cash flow stresses that we apply at the
'A' rating, so that the notes receive timely interest and ultimate
principal payments at maturity.

"The class B notes only benefit from soft credit enhancement
(available through excess spread generated on the asset portfolio
and the availability of the reserve fund once the class A notes
fully amortize). We have therefore assigned our 'CCC- (sf)' rating
to this class of notes. Furthermore, there is no compensation
mechanism that would accrue interest on deferred interest on the
class B notes, but we consider this feature to be common in the
Spanish market. As soon as the class B notes becomes the most
senior, interest payments will be timely, and any accrued interest
will be fully paid. Under these circumstances, when the class B
notes are the most senior notes outstanding, our rating will
address timely payment of interest and ultimate payment of
principal.

"Our rating on the class A notes also reflects our assessment under
the terms outlined in our structured finance sovereign risk
criteria, which allow us to rate a security above the long-term
rating on the sovereign."

Counterparty risk

S&P considers that the transaction's replacement mechanisms
adequately mitigate its exposure to counterparty risk, under its
counterparty criteria.

Operational and servicing risk

The originator and servicer is an established Spanish bank that has
a good knowledge of its operating regions and its client bases.
S&P's ratings on the notes reflect its assessment of the bank's
origination policies, as well as its evaluation of its ability to
fulfil its role as servicer under the transaction documents.

Legal risk

S&P expects the issuer to be bankruptcy remote in accordance with
our legal criteria.

Country risk

S&P said, "We have also applied our structured finance sovereign
risk criteria in our analysis of the class A notes. Our analysis
indicates that the class A notes can support a rating above the
unsolicited long-term sovereign rating on Spain (currently 'A').
For the class B notes, as the assigned rating is 'CCC- (sf)', we
did not apply our sovereign risk criteria."

Supplemental tests

S&P said, "We introduced new supplemental stress tests in our SME
CLO criteria to assess obligor and industry concentrations. We also
included an additional test for regional concentration because
European SME portfolios tend to be based in a single jurisdiction.
The credit enhancement available for all of the rated classes is
sufficient to meet these tests."

Monitoring and surveillance

S&P will maintain continual surveillance on the transaction until
the notes mature or are otherwise retired. To do this, it analyzes
regular servicer reports detailing the performance of the
underlying collateral, monitor supporting ratings, and make regular
contact with the servicer to ensure that minimum servicing
standards are being sustained and that any material changes in the
servicer's operations are communicated and assessed.

In particular, the key performance indicators S&P considers in
S&P's surveillance are:

-- The level of arrears, defaults, and recoveries during the
transaction's life;

-- The variation of credit enhancement available to the notes;
and

-- The underlying portfolio's composition.

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

  Ratings List

  CLASS    RATING     AMOUNT (MIL. EUR)
   A       A (sf)         770.00
   B       CCC- (sf)      230.00


NEINOR HOMES: Fitch Assigns First-Time BB- LT IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Spanish housebuilder Neinor Homes S.A. a
first-time Long-Term Issuer Default Rating (IDR) of 'BB-' with a
Stable Outlook. Fitch has also assigned a senior secured rating of
'BB' and an expected secured debt rating of 'BB(EXP)/RR3' to
Neinor's proposed EUR300 million senior secured notes.

The ratings reflect the company's leading position in Spain with a
well-positioned portfolio in the most lucrative regions of the
country as well as the development of its own build-to-rent (BTR)
portfolio, which allows the company to incur higher leverage. The
rating is constrained by the less favourable regulatory environment
for Spanish homebuilders compared with France or Germany, which
results in higher cash flow volatility, smaller scale and higher
leverage.

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

KEY RATING DRIVERS

Domestic Market Leader: Neinor Homes is the largest homebuilder in
the highly-fragmented Spanish residential market. The January 2021
equity-funded merger with Quabit Inmobiliaria, S.A. further
strengthens Neinor's position, as the company has delivered more
than 3,900 units (more than 5,000 units pro forma for Quabit) over
2018 to 2020. Fitch forecasts Neinor's revenue to reach around
EUR900 million in 2021, although Fitch expects its EBITDA margin to
decrease to 13% in 2021 (2020: 17.6%) as Quabit's margins have
historically been lower.

Large Land Bank: Neinor has a large landbank on its balance sheet
of around 16,600 units after the Quabit merger. This equates to
around 6.5 years of land availability relative to its current level
of annual deliveries, although the company plans to buy more land
in the coming years to help ramp-up its sales.

Weak Working Capital Profile: Fitch views Neinor's working capital
profile as a credit negative, although the company mitigates this
with recurring servicing revenue as well as project
diversification. The pre-sale rates before construction starts are
relatively low at 30% to 40%. Furthermore, compared with other
countries' homebuilder markets, customer payment terms only include
an initial 10% of the sales price and 10% during the construction
period. Like other Spanish housebuilders, this means that Neinor
has to finance the remaining 80% from its own sources, which can be
a drag on cash flow.

BTR Carries Higher Leverage: Neinor is currently developing its own
BTR portfolio, which the company plans to retain and let. Neinor
will essentially become a real estate company for this segment.
This results in higher leverage than other homebuilding companies
rated at a similar level. The medium-term run-rate BTR EBITDA is
around EUR15 million, to which Fitch has applied a 'BB' rating
category debt capacity of 12x EBITDA. This would allocate EUR180
million of group debt to the real estate business, reducing the
remaining debt and leverage attributed to homebuilding activities.

Leverage High for Rating: Fitch considers Neinor's funds from
operations (FFO) gross leverage to be reasonably high for the
rating at around 6.0x over the rating horizon including the debt
attributed to the BTR portfolio. If Fitch excludes attributable BTR
debt, the resultant figures are comparable with other Build-to-Sell
(BTS) rated homebuilders. Fitch forecasts Neinor's FFO gross
leverage metrics will improve to around 4.0-4.5x (FFO net leverage:
2.0-2.5x) in FY22 and FY23. Neinor's FFO fixed charge cover ratio
is around 5x.

Portfolio in Good Locations: Fitch does not consider the Spanish
residential market to be undersupplied, unlike most markets in
Europe. Neinor is positioned in the most lucrative regions within
Spain, where demand is stable or growing and there is a limited
housing supply, together with low mortgage interest rates.

Senior Secured Rating: Under Fitch's Corporate Recovery Ratings and
Instrument Ratings Criteria updated on 8 April 2021, the secured
debt of a company with a 'BB-' IDR can be rated up to two notches
from the IDR with a recovery rating of 'RR2'. Like other 'BB-'
rated Spanish homebuilders, Neinor's secured debt has a one-notch
uplift to 'BB' and a 'RR3' Recovery Rating, reflecting the
significant volatility of collateral values in this asset class in
Spain.

DERIVATION SUMMARY

Neinor is the largest residential developer in Spain. The company
is well-positioned relative to peers, which include Via Celere
Desarrollos Inmobiliarios, S.A (BB-/Stable), Miller Homes Group
Holdings plc (BB-/Stable) and Consus Real Estate AG (B-/Stable).

Homebuilders' operating and regulation environments differ across
EMEA, making a direct comparison difficult. The Spanish homebuilder
funding model is similar to that of the UK, requiring the company
to fund land and completion costs with only a small purchaser's
deposit (10% in Spain compared with around 5% for the UK). Upon
completion the remainder is payable. Developer loans from banks in
Spain (who administer the escrowed purchasers' deposits) provide a
discipline of minimum 30% pre-sale requirements for their developer
loan funding, which advance up to 60% debt relative to
costs-to-build.

Neinor has a substantial 6.5-year landbank of around 16,600 units.
Via Celere has benefited from its past equity-funded acquisitions
and has a longer 10-year landbank (based on current output),
pointing to gross margin stability and little need to re-invest in
further landbank over the near-term (although Fitch included some
capex in its base case).

After the merger with Quabit, Neinor's size is similar to Miller
Homes at 2,620 units (2020), although smaller than the major
Russian homebuilders - PJSC PIK Group (BB-/Stable) and PJSC LSR
Group (B+/Stable) at over 10,000 units in high-storey buildings.
Neinor's core BTS business profile is similar to that of Via
Celere, with both entities targeting affluent areas of Spain with
good demographic growth potential, and avoiding regions of Spain's
legacy years of housing oversupply.

Neinor is also dedicating its construction expertise and land bank
to BTR but unlike Via Celere, it intends to keep the BTR assets on
its balance sheet. Via Celere has yet to procure forward purchasers
for its BTR portfolio. Neinor will retain its BTR projects making
it in part a real estate company. As a result of the BTR segment,
Neinor's consolidated leverage is higher than peers, with FFO gross
leverage of around 6.0x during 2021 and 2022.

Neinor's homebuilding FFO gross leverage is around 4.0-4.5x (net
leverage: 2.0-2.5x) over 2021-2022. This recognises the different
debt capacity for a given rating level of BTS versus BTR, by
allocating EUR180 million of Neinor's debt to the BTR platform
(using a synthetic 12x multiple to its EBITDA). This
homebuilder-type ratio compares with Miller Homes' FFO gross
leverage of 3.6x (net: 2.2x) by end-December 2021, and Via Celere's
FFO net leverage of 3.2x and below 2x without the BTR portfolio
capex (2x maintained when the first tranche of BTR is sold as not
all of its BTR profits are distributed).

Each peer has different financial policies. Rather than penalise a
company for its private equity ownership and assume that cash will
be extracted out of the group, despite the proposed bonds'
permitted distribution mechanisms, Fitch has been transparent in
disclosing and where appropriate replicating management's
intentions to target certain financial policies over the rating
horizon.

If Neinor's management accelerated improvements in financial
metrics it could warrant an upgrade as detailed in the rating
sensitivities. Equally, if dividend payouts and use of cash changed
and worsened metrics, the ratings could be downgraded. For these
Spanish homebuilders, Fitch's forecasts - which its forward-looking
ratings are based on - depend on maintaining or increasing FY20
operational capacity, sales momentum (aided by comparable pre-let
proportions), disciplined average selling prices (ASP), providing
visibility on gross margins and resultant financial policy.

KEY ASSUMPTIONS

-- Revenue increase in 2021 due to the Quabit merger, following
    by a decrease in 2022-2024 due to the subsequent years' lower
    level of units sold;

-- EBITDA margin decline to 13% in 2021 (2020: 17.6%) due to
    Quabit sales in 2021. which have lower ASP, then growing
    steadily to 17% for the group following an increase in EBITDA
    generation for the BTR division;

-- Working capital outflows averaging EUR57 million per year
    during 2021-2024;

-- Dividend payments at around EUR50 million per year during
    2021-2024.

RATING SENSITIVITIES

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

-- FFO gross leverage below 2.0x excluding debt attributed to
    BTR;

-- Positive free cash flow (FCF) generation on a sustained basis.

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

-- FFO gross leverage above 4.5x excluding debt attributed to
    BTR;

-- Increase in working capital volatility in the homebuilding
    segment due to a higher degree of speculative development
    content;

-- A substantial increase in shareholder pay-outs.

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: Following the planned EUR300 million secured
bond issue and refinancing of the majority of existing loans,
Neinor would have only around EUR138 million of development loan
debt to mature during 2021-2023. The group's liquidity is also
supported by the prospective EUR50 million super-senior revolving
credit facility, which together with cash, should be more than
sufficient to cover slightly negative FCF over the rating horizon
as well as working capital needs.

ESG CONSIDERATIONS

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



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

METINVEST BV: Fitch Alters Outlook on 'BB-' LT IDRs to Stable
-------------------------------------------------------------
Fitch Ratings has revised Metinvest B.V.'s Outlook to Stable from
Negative. The Long-Term Issuer Default Ratings (IDRs) and senior
unsecured rating for the bonds of the Ukrainian integrated steel
company are affirmed at 'BB-'. The Recovery Rating is 'RR4'.

The revision of Metinvest's Outlook reflects strong cash flow
generation linked to supportive steel and iron ore markets amid the
global economic recovery and Fitch's expectation of a gradual
reduction of gross debt to USD2.9 billion (USD2.5 billion net; both
Fitch-adjusted values) over the next three years. It also takes
into consideration that some of this cashflow will be used for
earnings accretive growth, including taking control of Pokrovske
Coal and incremental capital expenditure.

Fitch now forecasts funds from operations (FFO) gross leverage of
1.5x-1.6x over the medium term, providing for very comfortable
headroom compared to the negative ratio guideline of 2.5x for the
'BB-' rating. But Fitch notes that the company does not have a
formal dividend policy or gearing target.

KEY RATING DRIVERS

Resilient Performance in 2020: China led the recovery in steel
markets in 2020, boosting demand for iron ore products in an
already tight market and buying additional volumes of semi-finished
steel. Metinvest's steel and mining segments both delivered robust
results. Fitch-adjusted EBITDA was USD1.9 billion in 2020 (55% from
mining and 45% from steel), FFO was USD1.5 billion and free cash
flow was USD975 million. FFO gross leverage fell to 1.9x from
3.9x.

Efficiencies in Focus: Metinvest reported USD367 million in
operational improvements for 2020 linked to optimising the mix of
input materials charged into the furnaces, increased productivity
of important equipment, streamlined logistics and more
customer-focused product mix. Metinvest lags many peers in
upgrading facilities, so these operational improvements, coupled
with increased coal self-sufficiency, should facilitate incremental
shifts on the cost curve and potentially reduce historically high
earnings variability.

Earnings to Peak in 2021: Global steel companies responded to the
2020 demand collapse by idling less efficient plants or curtailing
capacity. Since the lockdowns eased, capacity restarts have been
trailing a demand rebound, which, along with low inventories,
triggered significant price increases. Fitch anticipates the
current price rally to be short-lived, but it should support
exceptional earnings for 1H21 before gradually moderating in 2H21.
Fitch conservatively forecasts EBITDA to peak at USD3.3 billion in
2021 and then to revert to a mid-cycle level of USD2.2 billion by
2023.

Clear Deleveraging Capacity: Fitch's rating case assumes that
retention of free cash flow will reduce gross debt to around USD2.9
billion by 2023 (Fitch-adjusted value), which translates into FFO
gross leverage of 1.5x-1.6x at mid-cycle earnings, providing for
very comfortable headroom at the 'BB-' rating.

Metinvest is expected to use financial flexibility from favourable
market conditions to fund higher capex, now budgeted at around USD1
billion per annum over the next three years. The company already
paid for an additional stake in Pokrovske Coal, which increased its
effective interest to a controlling stake in March 2021 and makes
the group fully self-sufficient in coal for hot metal production.
Those investments will support cash flow generation over the longer
term.

Fully Integrated Steel Group: Metinvest is a sizeable eastern
European producer of metal products (9.1mt in 2020) and iron ore
(30.5mt of concentrate and pellets in 2020), with around 300%
self-sufficiency in iron ore and almost 100% in coking coal
(following the Pokrovske Coal transaction). It also supplies
commission steel on behalf of its joint venture Zaporizhstal and
other Ukrainian steel producers (6.2mt in 2020).

Proximity to Black Sea and Azov Sea ports allows Metinvest to
benefit from cheaper steel and iron ore exports and seaborne coal
imports logistics. Operations are also integrated into downstream
rolling facilities in Italy, Bulgaria and the UK.

Average Cost Position Overall: Metinvest is less competitive than
Russian company PJSC Novolipetsk Steel (NLMK; BBB/Stable) that also
exports a high proportion of its products through Black Sea ports
and has access to the European market outside of quotas through
delivery of semi-finished products that are re-rolled at its local
subsidiaries.

Metinvest's steel assets at Mariupol are in the second quartile for
site costs for liquid steel (unintegrated basis; subsidiary Ilyich
Steel and the JV Zaporizhstal are, on average, in the third
quartile for hot-rolled coil, or HRC), while iron ore assets are
higher-cost on average (based on business costs).

Environmental Agenda: Metinvest is still working on its greenhouse
gas reduction strategy. As Europe is a key export destination, the
implementation of a carbon border adjustment mechanism (CBAM) by
the EU at CO2 prices of USD40/t (close to current trading level and
considered by Fitch reasonable for scenario analysis medium-term)
would lead to diversion of trade flows and lower earnings, given
that Metinvest relies on emission-intensive blast furnace/basic
oxygen furnace technology. Due to uncertainty around CBAM
parameters, Fitch is not incorporating this into Fitch's forecasts
yet.

Rating above Country Ceiling: Following bond refinancings in 2020,
Fitch expects Metinvest's hard-currency external debt service cover
to be comfortably above the 1.5x threshold for the next three or
four years, well in excess of the minimum requirement of 1.5x on an
18-month rolling basis, allowing the company's IDR to remain two
notches above Ukraine's 'B' Country Ceiling. The ratio is
calculated from 50% of export EBITDA, aided by some EBITDA
generated abroad and liquidity held offshore, over principal
repayments (excluding trade finance) and interest payments.

ESG - Group Structure: Fitch maintains an ESG Relevance Score of
'4' for Group Structure, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors. Metinvest historically has funded related parties through
extending sizeable working capital or loans. Following full
consolidation of Dniprovskiy Coke in 2020 and Pokrovske Coal in
2021 these transactions will reduce, particularly the non-current
portion. There remain trade transactions with the two Zaporizhstal
and Southern Iron Ore Enrichment Works joint ventures. Fitch will
continue to monitor related party transactions and re-consider the
score based on 2021 full year reporting.

DERIVATION SUMMARY

Metinvest has a cost position that is on average in the mid-second
quartile of the liquid steel cost curve (on an unintegrated basis),
compared with the first quartile for major Russian flat steel
producers NLMK, PAO Severstal and PJSC Magnitogorsk Iron & Steel
Works (MMK; all three companies BBB/Stable), which reflects the
fact that the assets of the Russian peer group are better invested
and maintained. It also reflects cheaper electricity and gas in
Russia compared to Ukraine. Metinvest's iron ore assets are also
higher cost, on average, than those of Severstal and NLMK, while
excess production of iron ore allows the company to benefit from
continued buoyant iron ore markets and to capture significant
margin from its mining assets. Metinvest's re-rolling assets in
Europe and smaller domestic steel market are the reason for its
70%-75% export share, comparable with that of NLMK and above those
of more domestically-oriented Severstal and MMK.

Metinvest's scale, with full vertical integration, a higher-cost
position among CIS peers (but favourable compared to European
plants without captive resources) and substantial export share are
factors behind the company's good business profile. Its exposure to
competitive EMEA markets and hryvnia fluctuations historically
added earnings volatility (and associated impact on the financial
profile) greater than observed for Russian peers'.

KEY ASSUMPTIONS

-- Fitch's iron ore price deck: USD125/t for 2021, USD90/t for
    2022 and USD80/t for 2023;

-- Steel sales volumes (excluding commission sales) to grow by
    high single-digit percentage in 2021, broadly flat thereafter;

-- Ukrainian hryvnia to moderately depreciate against the US
    dollar towards 27.9 in 2021 and 28 in 2022;

-- EBITDA margin to spike at around 28% in 2021 and rebasing
    towards 21%-22% thereafter, as moderating steel and iron ore
    prices phase in and incremental efficiency savings are
    implemented;

-- Capex around USD900 million - USD1,000 million over the next
    three years;

-- Higher dividend payments reflecting improved earnings, while
    retaining around USD200 million of free cash flow in 2022 and
    2023 that will support the financial profile and help to
    maintain gearing closer to higher rated CIS peers.

RATING SENSITIVITIES

Development that may, individually or collectively, lead to
positive rating action/upgrade:

-- Upgrade of Ukraine's Country Ceiling coupled with FFO gross
    leverage being sustained below 1.5x (2020: 1.9x).

Developments that may, individually or collectively, lead to
negative rating action/downgrade:

-- FFO gross leverage sustained above 2.5x (2020: 1.9x);

-- Market pressure resulting in EBITDA margin (excluding resales)
    below 12% on a sustained basis;

-- Hard-currency external debt service cover ratio falling below
    1.5x on an 18-month rolling basis;

-- Related-party transactions putting pressure on working capital
    and overall liquidity position;

-- A large debt-funded acquisition;

-- Downgrade of Ukraine's Country Ceiling.

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: At end-December 2020, Metinvest's reported cash
balances of USD757 million (excluding USD69 million of cash and
cash equivalents that were held with a related-party bank) against
USD328 million of bank debt maturing over the next 24 months.
Availability under its trade finance facilities was USD524 million
and under its non-recourse factoring facilities USD485 million.

Economic recovery is underpinning demand for steel products and
free cash flow will be very strong in 2021, expected to be in
excess of USD500 million (after dividends; before acquisition) as
per Fitch's rating case. For the following two years Fitch assumes
free cash flow close to USD200 million (after dividends) as market
conditions normalise. The increase in stake in Pokrovske Coal can
comfortably be covered from internal sources. Based on Fitch's
conservative rating case the group is funded beyond 2023.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- USD69 million out of USD826 million reported cash and cash
    equivalents as of December 2020 treated as restricted (held in
    related party bank).

-- USD260 million under the group's factoring programme has been
    adjusted to the total debt amount as of December 2020.

-- USD34 million of leases were excluded from the total debt
    amount.

-- A liability of USD77 million linked to the valuation of the
    guarantee issued for the benefit of co-investors in Pokrovske
    Coal was included in the total debt amount.

ESG CONSIDERATIONS

Metinvest has an ESG Relevance Score of '4' for 'Group Structure
(Complexity, Transparency and Related-Party Transactions)' linked
to a series of related party transactions over recent years, which
has a negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

Fitch has revised Metinvest's ESG Relevance Score for 'Exposure to
Social Impacts' to '3' from '4'. The score of 4 was related to the
Kerch Strait incident in November 2018. While periodic escalation
of the conflict in eastern Ukraine continues, there have been no
major disruptions of logistics or other operations at Metinvest's
steel assets in Mariupol since the Kerch Strait incident.

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



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

ARCADIA GROUP: Proceeds from Asset Sales Top GBP600 Million
-----------------------------------------------------------
James Davey at Reuters reports that administrators to Philip
Green's collapsed Arcadia Group said on April 9 proceeds from asset
sales had topped GBP600 million (US$822 million) after they agreed
the disposal of a warehouse in central England.

Arcadia's Daventry Distribution Centre was sold by Deloitte, the
administrators, to Prologis, Reuters discloses.

Deloitte did not disclose the purchase price but said the site
generated a significant return above its latest book value, Reuters
notes.

Prologis has reached a separate agreement with online fashion
retailer Boohoo to take a long-term lease on the site, and more
than 330 Arcadia employees based there will transfer to Boohoo,
Reuters relates.

Arcadia crashed into administration in November, becoming the
country's biggest corporate casualty of the COVID-19 pandemic,
Reuters recounts.

The administrators have already sold all of Arcadia's brands and
nearly all of its other assets, Reuters states.

Australia's City Chic bought the Evans brand in December for GBP23
million, and in January ASOS bought Arcadia's prized Topshop,
Topman, Miss Selfridge and HIIT brands for GBP265 million, Reuters
relays.

Boohoo bought the Dorothy Perkins, Wallis and Burton brands,
completing the break-up of Green's empire in February, according to
Reuters.

Property yet to be sold includes 214 Oxford Street, formerly the
site of Topshop's flagship store, Reuters notes.

Secured creditors are first in line to receive payments from the
asset disposals, Reuters states.

Arcadia's pension schemes have already received about GBP180
million, Reuters discloses.


BAUMOT UK: Owed GBP4.5MM to Creditors at Time of Administration
---------------------------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that Silverstone-based
exhaust technology manufacturer Baumot UK went into administration
in January owing over GBP4.5 million to creditors.

The firm appointed Cowgill Holloway Business Recovery after the
Baumot Group filed for insolvency after its core markets of the UK,
Israel and Italy were affected by lockdown brought on by the Covid
pandemic, TheBusinessDesk.com relates.

The company's UK arm specialised in fitting buses and other
vehicles with catalytic reduction systems to reduce tailpipe
emissions.

According to TheBusinessDesk.com, a report from the administrators
reveals that after years in the research and development stage, and
following start-up trading losses funded entirely by its German
owner, Baumot AG, in 2018 the company signed a stock finance
invoice finance agreement with Seneca Trade Partners.

Trading began to improve, and by the beginning of 2020 Baumot UK
was turning a profit, TheBusinessDesk.com relays.  However, with
the onset of Covid-19 in March last year, the company started
incurring significant losses due to a temporary shutdown of its
factory, lack of access to clients' premises to carry out orders
and bus companies running a reduced fleet during lockdown --
meaning fewer orders, TheBusinessDesk.com notes.

When lockdown ended, Baumot UK's woes were still not over, as bus
operators were running at 30% capacity meaning more buses were on
the roads and not at depots, making it harder for Baumot UK to gain
access to vehicles to work on and complete orders,
TheBusinessDesk.com states.

In October, after lending Baumot UK GBP3 million, the German parent
company pulled the plug and left its UK subsidiary wholly reliant
on the Seneca funding facility to pay wages, TheBusinessDesk.com
relays.

Administrators from Cowgills say that Seneca's preference was for
Baumot UK to continue to trade, TheBusinessDesk.com discloses.  

Indeed, the UK management team assured Seneca that there was a
healthy order book and the access to customers' premises was no
longer such an issue and that stock would be used to fulfil orders,
according to TheBusinessDesk.com.  They also said a "significant"
R&D tax claim had been submitted and that funds received would
improve cashflow and allow the Seneca facility to be reduced to an
"acceptable" level, TheBusinessDesk.com recounts.

Seneca, TheBusinessDesk.com says, agreed to continue funding the
firm on the proviso that its German parent would invest further
funds and to help with trading.

However, in January of this year, with its exposure running at
GBP241,000 and no sign of the R&D tax claim coming through, Seneca
issued a demand on the Baumot Group under the terms of an
inter-company guarantee, TheBusinessDesk.com notes.  Shortly after
this, the Baumot Group in Germany filed for insolvency,
TheBusinessDesk.com relates.

Seneca then became aware that the UK company was seeking its own
insolvency advice without notifying its main funder, say
administrators, TheBusinessDesk.com relays.  On Jan. 18, Seneca
enforced their qualifying floating charge security and James Fish
and Jason Elliot of Cowgills were appointed as joint
administrators, TheBusinessDesk.com discloses.

Documents from the administrators show a shortfall of GBP4.67
million owed to creditors -- including a GBP50,000 Bounce Back
Loan, according to TheBusinessDesk.com.

The UK arm of the firm, which is listed on the Frankfurt Stock
Exchange, made a loss of over GBP3.1 million for 2019,
TheBusinessDesk.com says, citing latest available accounts.  At the
time the company employed 21 people.


DOWSON 2021-1: Moody's Gives (P)Caa2 Rating on 2 Note Classes
-------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to Notes to be issued by Dowson 2021-1 plc:

GBP[]M Class A Floating Rate Notes due March 2028, Assigned (P)Aaa
(sf)

GBP[]M Class B Floating Rate Notes due March 2028, Assigned (P)Aa2
(sf)

GBP[]M Class C Floating Rate Notes due March 2028, Assigned (P)A3
(sf)

GBP[]M Class D Floating Rate Notes due March 2028, Assigned (P)Ba1
(sf)

GBP[]M Class E Floating Rate Notes due March 2028, Assigned (P)B1
(sf)

GBP[]M Class F Floating Rate Notes due March 2028, Assigned
(P)Caa2 (sf)

GBP[]M Class X Floating Rate Notes due March 2028, Assigned
(P)Caa2 (sf)

RATINGS RATIONALE

The Notes are backed by a static pool of UK auto finance contracts
originated by Oodle Financial Services Limited ("Oodle") (NR). This
is the third public securitisation transaction sponsored by Oodle.
The originator will also act as the servicer of the portfolio
during the life of the transaction.

The portfolio of auto finance contracts backing the Notes consists
of Hire Purchase ("HP") agreements granted to individuals resident
in the United Kingdom. Hire Purchase agreements are a form of
secured financing without the option to hand the car back at
maturity. Therefore, there is no explicit residual value risk in
the transaction. Under the terms of the HP agreements, the
originator retains legal title to the vehicles until the borrower
has made all scheduled payments required under the contract.

The portfolio of assets amount to approximately GBP293,857,798.5
million as of March 18, 2021 pool cut-off date. The portfolio
consisted of 33,990 agreements mainly originated in 2020 and
predominantly made of used (99%) vehicles distributed through
national and regional dealers as well as brokers. It has a weighted
average seasoning of 10.3 months and a weighted average remaining
term of 3.9 years.

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

The transaction's main credit strengths are the significant excess
spread, the static and granular nature of the portfolio, and
counterparty support through the back-up servicer (Equiniti Gateway
Limited (NR)), interest rate hedge provider (BNP Paribas (Aa3(cr)/
P-1(cr)) and independent cash manager (Citibank N.A., London Branch
(Aa3(cr)/ P-1(cr)). The structure contains specific cash reserves
for each asset-backed tranche which cumulatively equal 1.34% of the
pool and will amortise in line with the notes. Each tranche reserve
will be purely available to cover liquidity shortfalls related to
the relevant Note throughout the life of the transaction and can
serve as credit enhancement following the tranche's repayment. The
Class A reserve provides approximately 7 months of liquidity at the
beginning of the transaction. The portfolio has an initial yield of
17.17% (excluding fees). Available excess spread can be trapped to
cover defaults and losses, as well as to replenish the tranche
reserves to their target level through the waterfall mechanism
present in the structure.

However, Moody's notes some credit weaknesses in the transaction.
First, the pool includes material exposure to higher risk
borrowers. For example, some borrowers may previously have been on
debt management plans, received county court judgments within
recent years, or currently be in low level arrears on other
unsecured contracts. Although these features are reflected in the
originator's scorecard, and exposure to the highest risk borrowers
(risk tiers 6-8 under the originator's scoring) is limited at 8.9%
of the pool, the effect is that the pool is riskier than a typical
benchmark UK prime auto pool. Second, operational risk is higher
than a typical UK auto deal because Oodle is a small, unrated
entity acting as originator and servicer to the transaction. The
transaction does envisage certain structural mitigants to
operational risk such as a back-up servicer, independent cash
manager, and tranche specific cash reserves, which cover
approximately 7 months of liquidity for the Class A Notes at deal
close. Third, the structure does not include principal to pay
interest for any class of Notes, which makes it more dependent on
excess spread and the tranche specific cash reserves combined with
the back-up servicing arrangement to maintain timeliness of
interest payments on the Notes. Fourth, the historic vintage
default and recovery data is limited, reflecting Oodle's short
trading history (it began lending meaningful amounts in its current
form in 2018). The data covers approximately four years that Oodle
has been originating.

Moody's analysis focused, among other factors, on (i) an evaluation
of the underlying portfolio; (ii) historical performance
information; (iii) the credit enhancement provided by
subordination, by the excess spread and the tranche reserves; (iv)
the liquidity support available in the transaction through the
tranche reserves; (v) the back-up servicing arrangement of the
transaction; (vi) the independent cash manager and (vii) the legal
and structural integrity of the transaction.

Moody's determined portfolio lifetime expected defaults of 17.0%,
expected recoveries of 30.0% and a Aaa portfolio credit enhancement
("PCE") of 40.0% related to the borrower receivables. The expected
default captures Moody's expectations of performance considering
the current economic outlook, while the PCE captures the loss we
expect the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by Moody's
to calibrate its lognormal portfolio default distribution curve and
to associate a probability with each potential future default
scenario in its ABSROM cash flow model.

The portfolio expected mean default level of 17.0% is higher than
other UK auto transactions and is based on Moody's assessment of
the lifetime expectation for the pool taking into account (i) the
higher average risk of the borrowers, (ii) the historic performance
of the loan book of the originator, (iii) benchmark transactions
and (iv) other qualitative considerations.

The PCE of 40.0% is higher than the average of its UK auto peers
and is based on Moody's assessment of the pool taking into account
the higher risk profile of the pool borrowers and relative ranking
to originator peers in the UK auto and consumer markets. The PCE of
40% results in an implied coefficient of variation ("CoV") of
29.7%.

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 the UK 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 Auto Loan- and Lease-Backed ABS" published in
December 2020.

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

Factors that would lead to an upgrade of the ratings of Class B-X
Notes include significantly better than expected performance of the
pool together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of swap counterparty
ratings; and (ii) economic conditions being worse than forecast
resulting in higher arrears and losses.

DOWSON 2021-1: S&P Puts Prelim CCC(sf) Rating on Class F-Dfrd Notes
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Dowson 2021-1 PLC's (Dowson) asset-backed floating-rate class A, B,
C, D, E, F-Dfrd, and X-Dfrd notes.

The class X-Dfrd notes will be excess spread notes. The proceeds
from the class X-Dfrd notes will be used to fund the initial
required cash reserves, the premium portion of the purchase price,
and pay certain issuer expenses and fees (including the cap
premium).

Dowson 2021-1 is the third public securitization of U.K. auto loans
originated by Oodle Financial Services Ltd. S&P also rated the
first and second securitization, Dowson 2019-1 PLC and Dowson
2020-1 PLC, which closed in September 2019 and March 2020,
respectively.

Oodle is an independent auto lender in the U.K., with a focus on
used car financing for prime and near-prime customers.

The underlying collateral will comprise U.K. fully amortizing
fixed-rate auto loan receivables arising under hire purchase (HP)
agreements granted to private borrowers resident in the U.K. for
the purchase of used and new vehicles. There will be no personal
contract purchase (PCP) agreements in the pool. Therefore, the
transaction will not be exposed to residual value risk.

Collections will be distributed monthly with separate waterfalls
for interest and principal collections, and the notes will amortize
fully sequentially from day one.

A dedicated reserve ledger for each class A, B, C, D, E, and F-Dfrd
notes will also be in place to pay interest shortfalls for the
respective class over the transaction's life, any senior expense
shortfalls, and once the collateral balance is zero or at legal
final maturity, to cure any principal deficiencies. The required
reserve amount for each class amortizes in line with the
outstanding note balance.

A combination of note subordination, the class-specific cash
reserves, and any available excess spread will provide credit
enhancement for the rated notes.

Commingling risk is partially mitigated by sweeping collections to
the issuer account within two business days, and a declaration of
trust is in place over funds within the collection account.
However, due to the lack of minimum required ratings and remedies
for the collection account bank, we have assumed one week of
commingling loss in the event of the account provider's insolvency.
S&P considers that the transaction is not exposed to any setoff
risk because the originator is not a deposit-taking institution,
has not underwritten any insurance policies for the borrowers, and
there are eligibility criteria preventing loans to employees of
Oodle from being in the securitization.

Oodle will remain the initial servicer of the portfolio. A moderate
severity and portability risk along with a moderate disruption risk
initially caps the maximum potential ratings on the notes at 'AA'
in the absence of a back-up sevicer. However, following a servicer
termination event, including insolvency of the servicer, the
back-up servicer, Equiniti Gateway, will assume servicing
responsibility for the portfolio. S&P said, "We have therefore
incorporated a three-notch uplift, which achieves maximum potential
ratings on the notes at 'AAA' under our operational risk criteria.
Therefore, our operational risk criteria do not constrain our
ratings on the notes."

The assets pay a monthly fixed interest rate, and all notes pay
compounded daily sterling overnight index average (SONIA) plus a
margin subject to a floor of zero. Consequently, these classes of
notes will benefit from an interest rate cap.

Interest due on the all classes of notes, other than the most
senior class of notes outstanding, is deferrable under the
transaction documents. Once a class becomes the most senior,
interest is due on a timely basis. S&P said, "However, although
interest can be deferred, our preliminary ratings on the class A,
B, C, D, and E notes address timely payment of interest and
ultimate payment of principal. Our preliminary ratings on the class
F-Dfrd and X-Dfrd notes address the ultimate payment of interest
and ultimate payment of principal."

The transaction also features a clean-up call option, whereby on
any interest payment date when the outstanding principal balance of
the assets is less than 10% of the initial principal balance, the
seller may repurchase all receivables, provided the issuer has
sufficient funds to meet all the outstanding obligations.
Furthermore, the issuer may also redeem all classes of notes at
their outstanding balance together with accrued interest on any
interest payment date on or after the optional redemption call date
in September 2023.

S&P said, "Our ratings on the transaction are not constrained by
our structured finance sovereign risk criteria. We expect that the
remedy provisions at closing will adequately mitigate counterparty
risk in line with our counterparty criteria. The legal opinions
adequately address any legal risk in line with our criteria."

  Preliminary Ratings

  CLASS     PRELIM. RATING     PRELIM. AMOUNT (MIL. GBP)
   A           AAA (sf)           TBD
   B           AA- (sf)           TBD
   C           A (sf)             TBD
   D           BBB (sf)           TBD
   E           BB+ (sf)           TBD
   F-Dfrd      CCC (sf)           TBD
   X-Dfrd      CCC (sf)           TBD

  TBD--To be determined.


FINASTRA LIMITED: Fitch Affirms 'B' LT IDR, Outlook Remains Neg.
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) for Finastra Limited and related entities at 'B'. Fitch has
also affirmed the company's senior secured first lien revolver and
term loan at 'BB-'/'RR2'. The Rating Outlook remains at Negative.
While near-term revenue pressures from the coronavirus pandemic
linger, the company executed well over the past year improving
profitability and growing its EBITDA YoY despite lower revenue. It
also generated positive FCF for the TTM period through November
2020. Gross leverage remains elevated so Fitch would look for
consistent, positive FCF generation to stabilize the rating at the
current IDR.

Fitch's ratings and outlook reflect Finastra's stable market
position as a fintech software vendor to many leading banks
globally, revenue growth that Fitch expects could return to the
low/mid-single digit range in the coming years as macro conditions
normalize from the coronavirus, and high EBITDA margins. Offsetting
factors, however, include high financial leverage that is at least
partially tied to its current private equity ownership structure
and historic M&A activity.

KEY RATING DRIVERS

COVID-19 Impact: Fitch is encouraged by EBITDA improvement Finastra
realized in recent quarters despite revenue headwinds from the
coronavirus pandemic but near-term challenges remain that could
limit growth. Finastra's revenue declined 7% in the three quarters
since the pandemic began but EBITDA increased +11%-12% during the
same timeframe, driven by COVID-related expense savings and other
cost saving initiatives the company had been taking pre-pandemic.

Declines in upfront product sales, services and non-core products
drove all of the YoY revenue decline experienced in recent
quarters. However, the vast majority of Finastra's revenue include
mission-critical financial software products that are highly
recurring (nearly two thirds of fiscal 2020 sales) and grew in the
low-single digit range post pandemic. Fitch expects this to
continue and these sales could accelerate once economic trends
normalize. These recurring software sales are supported by an
ongoing shift to a subscription-based model, high retention rates
(more than 95%) and sustained outsourcing trends by the company's
financial institution customer base.

End-Market Concentration: Finastra derives nearly all of its
revenue from banks and other financial institutions and thus will
be impacted over time by fluctuations in banking activity. This
risk is heightened currently due to weaker global economic activity
and low interest rates across the U.S. and Europe (lower rates
pressures banks' profitability). This mix also exposes Finastra to
sensitivity to sector consolidation trends underway. Offsetting
industry concentration risk to a certain extent is diversification
among its product offerings, limited customer concentration
(largest customer is less than 1% of revenue) and meaningful
geographic diversity across North America, Europe, Asia and the
Middle East.

Favorable Outsourcing Trends: Fitch expects banks will continue to
outsource certain functions to third-party software providers to
focus on core competencies and to reduce costs. Finastra's various
software applications are used across a broad array of functions in
retail and corporate banking, including treasury/capital markets,
internet/mobile banking, and payments. Key products include Loan IQ
(commercial lending), LaserPro (mortgage lending), Kondor SFX (FX
trading), among others. Its products are open and modular and can
fit into a bank's existing infrastructure, working with either its
own systems or with other third-party software.

High Leverage: Fitch calculates gross debt/EBITDA at November 2020
was 8.1x and will likely remain high in the 7.5x-8.0x range through
fiscal 2023. Fitch does not project any material deleveraging,
although EBITDA growth and amortization payments could help in the
coming years. Leverage metrics may remain pressured or worsen if
macro conditions worsen, but Fitch estimates EBITDA could grow
beyond fiscal 2021 as core revenue grows (high incremental margins
on software revenue), and upfront and services revenue recover post
pandemic. Services, which comprises mid-teens percentage of
revenue, is also projected to realize margin improvement to the
mid-30% range versus 20%-25% currently driven by a focus on higher
value services.

FCF Constrained by Leverage: Fitch believes Finastra operates a
highly recurring, cash generative business model but the high
amount of debt constrains FCF earnings. This could normalize over
time if the private equity owner exits either via an IPO, sale or
recapitalization. Fitch projects EBITDA in the mid-$700 million
range over the next few years. However, interest expense, capex and
cash taxes that comprise $500 million to $600 million per year
combined will consume much of this before considering working
capital or other cash costs.

M&A Risk: Fitch does not expect Finastra to engage in significant
M&A activity in the near term given limited financial/cash flow
flexibility and continued macro-related pressures from the
coronavirus. The company made several small bolt-on acquisitions in
fiscal 2018-2021 (as well as divestitures for approximately $275
million), following the combination of Misys and D&H. Over the long
term, Fitch expects Finastra could consider additional M&A as an
avenue to expand its geographic footprint and product offerings.

ESG Influence: Finastra has an ESG Relevance Score of '4' for
Governance Structure due to its current ownership structure whereby
private equity holders have meaningful board influence, resulting
in management's choice to pursue high leverage, a key factor in
Fitch's rating analysis.

DERIVATION SUMMARY

Finastra's ratings are supported by a business model driven by a
high mix of recurring revenue, stable/high retention rates, high
EBITDA margins, and underlying secular growth drivers with
financial institution customers outsourcing more of their IT needs.
The company has a stable market position providing software and
solutions to large, mid-sized and small banks and financial
institutions. Offsetting some of these positive attributes is high
financial leverage that limits operating flexibility and will
likely pressure FCF in the coming years.

Finastra faces competition in parts of its business from Fidelity
National Information Services, Inc. (FIS) (BBB/Positive). FIS
operates a much larger business, with revenue and EBITDA
approaching $13 billion and $6 billion, has a more diversified
product and customer mix, and operates with much lower gross
leverage that Fitch estimates will be near 3.0x or below in the
coming years. Materially higher leverage versus other Fitch-rated
fintech peers signal a much lower IDR is warranted. Fitch also
rates numerous high-yield software companies that share fundamental
characteristics with Finastra (e.g., revenue growth, industry
competitive dynamics, leverage) even though these issuers are not
direct industry peers. Finastra is well positioned relative to
other high-yield software issuers rated by Fitch in terms of market
position, margins, and scale. However, its negative FCF and high
gross leverage weigh against the rating relative to other
comparable issuers.

KEY ASSUMPTIONS

-- Core revenue grows in low-single digit percentage range in the
    next few years while non-core revenue continues to decline
    over the ratings horizon.

-- EBITDA margins remain in the low-40% range in the coming
    years.

-- Capex remains near 9%-10% of revenue, or at a similar level to
    fiscal 2019-2020.

-- Fitch expects leverage to remain high, with any debt reduction
    in the next few years likely to come from modest amortization
    and reducing the revolver with available cash flows.

-- For entities rated 'B+' and below - where default is closer
    and recovery prospects are more meaningful to investors –
    Fitch undertakes a tailored, or bespoke, analysis of recovery
    upon default for each issuance. The resulting debt instrument
    rating includes a Recovery Rating or published 'RR' (graded
    from 'RR1' to 'RR6'), and is notched from the IDR accordingly.
    In this analysis, there are three steps: (i) estimating the
    distressed enterprise value (EV); (ii) estimating creditor
    claims; and (iii) distribution of value. Fitch assumed
    Finastra would emerge from a default scenario under the going
    concern approach versus liquidation.

Key assumptions used in the recovery analysis are as follows:

-- Fitch estimates going concern EBITDA near $600 million, or
    15%-20% below Fitch-calculated TTM EBITDA of $728 million.
    This assumes the company experiences revenue/EBITDA pressures
    in its core business and/or greater than expected
    deterioration in its non-core businesses. Offsetting some of
    these potential pressures are a business that is highly
    recurring and an extremely diversified customer base.

-- Fitch assumes a 7.0x multiple, which is in-line with Fitch's
    assessment of historical trading multiples, M&A in the sector,
    and historic bankruptcy emergence multiples Fitch has observed
    in the technology, media and telecom (TMT) sectors.

RATING SENSITIVITIES

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

-- Fitch could stabilize the IDR at 'B' if operating
    fundamentals, including revenue growth, EBITDA margins in
    excess of 40% and positive FCF, are expected to remain in
    place;

-- A positive rating action could occur if the company appears to
    be on track to reduce total gross leverage, Fitch-defined as
    total debt with equity credit/operating EBITDA, to 6.0x or
    below;

-- Sustained EBITDA growth and/or improving FCF generation could
    also position the issuer for a higher rating.

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

-- Fitch could downgrade the rating if revenue, EBITDA and/or FCF
    trends are expected to decline over a multi-year period. Fitch
    would also consider a downgrade if EBITDA margins deteriorated
    to below 40%, absent additional working capital and/or other
    cash-related savings to offset lower margins;

-- Total gross leverage sustained above 7.5x and/or FCF leverage,
    Fitch-defined as CFO less capex/Total Debt with Equity Credit,
    expected to remain negative;

-- A negative rating action could also occur if FFO Interest
    Coverage is expected to be sustained near 1.5x or below, which
    would imply higher liquidity pressures on its business.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity Profile: Finastra's liquidity is supported by the
following as of November 2020: (i) a USD $400 million senior
secured revolving credit facility (matures in June 2022) that is
partially drawn and (ii) $127 million of cash on its balance sheet.
The company generated positive FCF ($91 million) over the TTM
period through November 2020, although Fitch is unclear if it will
consistently generate FCF in the coming years. The company has
limited sources of liquidity given its high leverage and
outstanding revolver balance, which increases liquidity risk if end
markets were to deteriorate more than expected from the coronavirus
pandemic and/or other factors.

Debt Profile: The company's debt structure consists of first lien,
senior secured debt ($400 million revolver capacity and $4.3
billion of term loans at November 2020) as well as second lien
senior secured term loans ($1.2 billion outstanding). Its revolver
expires in June 2022, and Fitch believes the company could look to
amend/extend the facility in the coming quarters. Amortization
consists of USD36 million annually on the U.S. dollar first-lien
term loan and EUR8.5 million annually on the Euro term loan. The
first lien term loan matures in June 2024. There are no principal
repayments due on the second-lien credit agreement, which is due in
June 2025.

ESG CONSIDERATIONS

Finastra has an ESG Relevance Score of '4' for Governance Structure
due to its current ownership structure, which has resulted in high
leverage and more constrained FCF.

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.

FOOTBALL INDEX: Ministers to Launch Investigation Into Collapse
---------------------------------------------------------------
Caroline Wheeler at The Sunday Times reports that an independent
investigation is to be launched after football fans lost almost
GBP100 million when a big betting firm collapsed into
administration amid questions over how it was regulated.

According to The Sunday Times, ministers are understood to be
"deeply concerned" at the failure of Jersey-based Football Index,
which promoted itself as a "football stock market", and are set to
establish a probe into the circumstances behind its tumble into
insolvency.

A government source, as cited by The Sunday Times, said that
"something appears to have gone very wrong here", adding: "This
case further reinforces the need for our comprehensive review of
gambling laws.  This independent investigation into Football Index
will feed into that work and if we need to make changes to
regulation to protect people, we will."


GFG ALLIANCE: Credit Suisse Suspended Funds Had US$1.2BB Exposure
-----------------------------------------------------------------
Owen Walker at The Financial Times reports that Credit Suisse's
suspended supply-chain finance funds had US$1.2 billion of exposure
to Sanjeev Gupta's steel empire, the bank disclosed for the first
time on April 13, promising that it will consider legal action to
protect investors' interests.

The Swiss lender's four supply-chain finance funds ran a total of
US$10 billion of assets when they were frozen on March 1, the FT
discloses.  Their suspension helped trigger the collapse of
controversial supply-chain financing firm Greensill Capital and
left Gupta's GFG Alliance teetering on the brink of collapse, the
FT notes.

The FT has previously reported that Credit Suisse heads had
calculated the total losses from the supply-chain finance funds
could be as high as US$3 billion but was more likely to be closer
to US$1 billion and US$1.5 billion after some money is paid back,
other assets are recovered in the courts and insurance pays out.

Credit Suisse's asset management arm is in discussions with
Greensill's administrators, Grant Thornton, and is "engaging
directly with potentially delinquent obligors and other creditors",
the bank said on April 13, the FT relates.

It added: "Credit Suisse Asset Management will consider appropriate
legal actions to protect fund holders' interests."

Credit Suisse also announced it had collected US$2 billion from the
funds' creditors since the suspensions and was distributing US$1.7
billion to investors, the FT notes.  That takes the total repayment
to US$4.8 billion, the FT states.  More than 1,000 investors are
trapped in the funds, according to the FT.

In addition to GFG, Bluestone and Katerra, other creditors are
"dragging their heels" on repaying the Credit Suisse funds, a
person briefed on the process of recovering the assets told the FT
last month.


HOMEBASE: Osmond Assembles GBP300MM Takeover Bid for Business
-------------------------------------------------------------
Mark Kleinman at Sky News reports that one of Britain's wealthiest
businessmen is assembling a GBP300 million takeover bid for
Homebase, the DIY chain revived from the brink of collapse just
three years ago.

Sky News has learnt that Hugh Osmond, who is spearheading a legal
challenge to the government's coronavirus restrictions on the
hospitality sector, is among a number of parties vying to buy the
retailer.

City sources said this weekend that the entrepreneur's investment
vehicle, Osmond Capital, had emerged as a serious bidder for
Homebase, which is owned by Hilco Capital, Sky News relates.

According to Sky News, Mr. Osmond is not thought to be in exclusive
talks to buy the chain, although the identity of other bidders was
unclear this weekend.

Hilco is also said to have weighed a stock market flotation of the
business, Sky News notes.

A GBP300 million sale would represent a remarkable result for
Hilco, which bought Homebase for a nominal sum in 2018 after a
disastrous spell under the ownership of Wesfarmers, an Australian
group, Sky News says.

The home furnishings retailer entered a company voluntary
arrangement (CVA) soon after Hilco acquired it, resulting in scores
of store closures and more than 1,500 job losses, Sky News
recounts.

Since then, it has been restored to profitability and has been one
of the big retail winners from the COVID-19 crisis, Sky News
relays.


INSPIRED ENTERTAINMENT: Moody's Upgrades CFR to B3, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service has upgraded Inspired Entertainment,
Inc.'s corporate family rating to B3 from Caa1 and its probability
of default Rating to B3-PD from Caa1-PD. Concurrently, Moody's has
upgraded to B3 from Caa1 the instrument ratings on the GBP220
million equivalent backed senior secured term loan B (GBP140
million term loan B1 and EUR90 million term loan B2) and the GBP20
million backed senior secured revolving credit facility, all
borrowed by Gaming Acquisitions Limited. The outlook of both
entities remains stable.

RATINGS RATIONALE

The upgrade of Inspired's ratings to B3 reflects the imminent
relaxation of lockdown restrictions in the UK, including the
reopening of betting shops on April 12, 2021. Although delays in
further lockdown easing cannot be ruled out, the UK government's
commitment to not reversing relaxation, coupled with the UK's
successful vaccine roll-out provides a level of comfort not present
six months ago. Moody's expects Inspired's credit metrics to return
sustainably to levels commensurate with its B3 rating over the next
12-18 months, including gross leverage (Moody's-adjusted)
decreasing towards 5x by the end of 2022. Leverage spiked to 12.7x
in 2020 due to the impact of the pandemic (Moody's adjusted EBITDA
excludes the GBP31.1 million impact from VAT rebate received across
Q3 and Q4 2020 as part of the company's revenue sharing arrangement
with licensed betting shop customers).

The B3 CFR is constrained by (1) the company's relatively small
scale in a competitive market and geographic concentration in the
UK, although there is a niche aspect to the business as well as a
growing international presence; (2) the predominantly mature
land-based nature of Inspired's business, with Virtual Sports and
Interactive providing an online mitigant; (3) the reduced financial
flexibility following the coronavirus impact to its business, with
debt levels around USD27 million higher mainly due to capitalized
interest and fees, plus 1% higher cash interest margins on its debt
(now 7.75% to 8.25%) and additional PIK interest of 0.75% to apply
from September 2021 if facilities are not repaid, all as a result
of the covenant waiver/amendment process negotiated in 2020 to
support the business through the pandemic and; (4) exposure to the
risks of social pressures in the context of evolving regulation,
particularly in the UK.

Inspired's B3 rating is supported by (1) leading positions as a
niche player in its core markets; (2) circa 90% recurring revenues
based largely on profit sharing or fixed fees, although this is
dependent on footfall which is subject to the risk of betting shop
and pub closures, and; (3) the company's well invested asset base
which will reduce capex pressure in the next few years.

The stable outlook is reflective of Moody's view that the business
will recover toward pre-crisis levels in the next 12-18 months, and
that while there could be delays in the complete removal of social
distancing measures this is appropriately captured at the current
rating level of B3. The stable outlook also reflects the rating
agency's expectation that the company will maintain an adequate
liquidity position including adequate headroom under its financial
maintenance covenant.

LIQUIDITY PROFILE

Moody's considers Inspired's liquidity to be adequate, supported
by: (1) cash on balance sheet of c. GBP34.5 million as of December
31, 2020; (2) fully available GBP20 million RCF, and; (3) no term
debt maturities before October 2024. The RCF contains a leverage
covenant which was revised with adequate headroom as part of the
amendments to the SFA in 2020, although Moody's notes that this
materially tightens from June 2021 onwards. The tightening of the
covenant nevertheless coincides with the timing of the recovery of
earnings following the phasing out of the lockdown in the UK.

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

The ratings are unlikely to be upgraded in the short term. However,
upward pressure on the ratings could occur once all social
distancing restrictions have ended, and the company achieves a
reduction in Moody's adjusted leverage towards 4x on a sustainable
basis as well as generating positive free cashflow whilst
maintaining good liquidity.

Moody's could downgrade Inspired's ratings if there are
expectations of a renewed period of complete shutdowns as a result
of the coronavirus outbreak, if leverage remains above 5.5x on a
sustained basis, or if liquidity deteriorates.

STRUCTURAL CONSIDERATIONS

Inspired's debt capital structure comprises GBP220 million
equivalent senior secured loan and a senior secured GBP20 million
RCF. The senior secured RCF ranks pari passu with the senior
secured loan and thus their B3 instrument ratings are in line with
the company's CFR.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Inspired offers an expanding portfolio of content, technology,
hardware and services for regulated gaming, betting, lottery,
social and leisure operators across retail and mobile channels
around the world. The company operates in approximately 35
jurisdictions worldwide, supplying gaming systems with associated
terminals and content for more than 50,000 gaming machines located
in betting shops, pubs, gaming halls and other route operations;
virtual sports products through more than 44,000 retail channels;
digital games for 100+ websites; and a variety of amusement
entertainment solutions with a total installed base of more than
19,000 devices.

LIBERTY STEEL: Misses Deadlines to File Accounts for British Cos.
-----------------------------------------------------------------
Jasper Jolly at The Guardian reports that Liberty Steel has missed
deadlines to file accounts for some of its biggest British
businesses, in the latest sign of the struggles facing Sanjeev
Gupta's industrial empire.

Mr. Gupta is listed as director of 15 companies whose accounts are
overdue at Companies House, including those that operate the
Liberty Steel works in Rotherham and Stocksbridge in South
Yorkshire.

According to The Guardian, other facilities with overdue accounts
include those in Newport and Tredegar in south Wales, Dalzell in
Scotland and Coventry in the West Midlands, plus Gupta's Scottish
aluminium smelter.

Mr. Gupta, The Guardian says, is urgently seeking finance to shore
up the loose collection of companies that are gathered together
under the banner of GFG Alliance, including Liberty Steel, an
aluminium company and an energy company.  The alliance has about
35,000 employees worldwide, of whom 3,500 are in the UK.

Liberty Steel operates via a labyrinthine web of companies, many of
which are owned by a Singaporean parent company.  Mr. Gupta alone
is listed as a director of 79 UK firms.

Not filing an annual report is a criminal offence, although the
maximum financial penalty for late filing is only GBP1,500 for a
private company, The Guardian notes.  It is generally seen as a red
flag for other companies carrying out due diligence, according to
The Guardian.

An insider, as cited by The Guardian, said most of the companies
had not filed audited accounts for the year ending on March 31,
2020, because they would no longer represent an up-to-date view of
the businesses.

Since the end of the reporting period, the coronavirus pandemic has
caused a dramatic decline in demand from some of Liberty's key
clients, including those in the aerospace and automotive
industries, The Guardian relates.

The opacity of Liberty Steel's governance was a key reason behind
the UK government's refusal to provide an emergency loan of GBP170
million, The Guardian states.  The government has instead worked on
options to step in should the company fall into administration,
according to The Guardian.


M&C SAATCHI: KPMG Senior Executive Faces Scrutiny Over Audit
------------------------------------------------------------
Michael O'Dwyer and Alex Barker at The Financial Times report that
one of KPMG's most senior executives faces scrutiny from the UK
audit regulator over a series of errors in the accounts of M&C
Saatchi, the advertising company that misstated its headline
profits by GBP14 million.

The Financial Reporting Council has made initial inquiries to
determine whether KPMG's auditing, which was led by chief risk
officer John Bennett from 2013 to 2017, met required standards, the
FT relays, citing four people familiar with the situation.

The 2018 audit was led by another partner, Adrian Wilcox, after
which KPMG resigned and the company switched to PwC, the FT notes.

The FRC inquiries are a formal step to determine whether to launch
a full investigation.

M&C Saatchi is already under investigation by the Financial Conduct
Authority following the disclosure of accounting errors that forced
it to adjust its headline profits before tax by GBP14 million and
its statutory pre-tax profits by a total of GBP28.1 million for
2018 and previous years, the FT discloses.

Its shares were suspended from trading for 10 weeks last year as
new auditor PwC struggled to establish its true financial position
in the wake of the accounting scandal, which first came to light in
the summer of 2019, the FT recounts.

KPMG is already the subject of three FRC investigations over its
audits of Carillion, which collapsed into liquidation in January
2018; Conviviality, the owner of Bargain Booze, which went into
administration in 2018; and Rolls-Royce, the FT relays.

KPMG is also facing a GBP250 million negligence suit by the UK's
official receiver, the public official tasked with liquidating
Carillion, the FT states.

At M&C Saatchi, the fallout from the accounting errors led to a
leadership overhaul and the departure of Jeremy Sinclair, David
Kershaw and Bill Muirhead, according to the FT.


NGC LOGISTICS: Goes Into Administration
---------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that NGC Logistics, a
West Bromwich courier firm which stores and delivers parcels for
Amazon, among others, has fallen into administration.

NGC Logistics, which employs around 100 people, provides logistics
services to individuals and organizations spanning multi-modal
networks across the UK, Europe and the rest of the world.

However, administrators from Leonard Curtis have now been appointed
to look after the day-to-day running of the firm,
TheBusinessDesk.com relates.

"The affairs, business and property of New Generation Courier
Logistics Limited (In Administration) are managed by the Joint
Administrators, Alan Clark of Carter Clark and Neil Bennett of
Leonard Curtis Group, who act as agents of the Company and without
personal liability," TheBusinessDesk.com quotes a statement on
NGC's website as saying.



                           *********


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.

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