/raid1/www/Hosts/bankrupt/TCREUR_Public/210421.mbx        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 21, 2021, Vol. 22, No. 74

                           Headlines



B E L G I U M

BL CONSUMER: DBRS Finalizes BB Rating on Class E Notes


G R E E C E

ELLAKTOR SA: S&P Downgrades ICR to 'CCC+', Outlook Negative
HELLENIC REPUBLIC: DBRS Confirms BB(low) LT FC/LC Issuer Rating


I R E L A N D

ADAGIO IV: Moody's Assigns B3 Rating to EUR12.2MM Class F Notes
ALBACORE EURO II: S&P Assigns Prelim B- (sf) Rating on Cl. F Notes
BURLINGTON MORTGAGE: DBRS Confirms BB Rating on Class E Notes
GLENBEIGH 2: DBRS Finalizes BB (low) Rating on Class F Notes
GRAND CANAL: DBRS Hikes Class D Notes Rating to B

HAYFIN EMERALD II: Moody's Assigns (P)B3 Rating to Class F Notes
JEPSON RESIDENTIAL 2019-1: DBRS Confirms B(low) Rating on G Notes
ST. PAUL'S X: S&P Assigns Prelim B- (sf) Rating on Class F Notes


I T A L Y

POPOLARE BARI 2017: DBRS Keeps CCC Rating on B Notes Under Review


M A C E D O N I A

SKOPJE: S&P Affirms 'BB-' LT Issuer Credit Rating, Outlook Stable


N E T H E R L A N D S

BARENTZ MIDCO: S&P Assigns 'B' Long-Term Issuer Credit Rating


P O R T U G A L

HEFESTO STC: DBRS Confirms CCC Rating on Class B Notes


R U S S I A

X5 RETAIL: Fitch Affirms 'BB+' LT IDRs


S P A I N

AYT CAJA: Fitch Affirms C Rating on 2 Note Classes
BANCO SANTANDER: Fitch Ups Legacy Preferred Securities Rating to BB
LSFX FLAVUM: Moody's Affirms B2 CFR, Alters Outlook to Stable


S W I T Z E R L A N D

INFRONT LUXEMBOURG: Fitch Assigns First-Time 'B-' LT IDR
INFRONT LUXEMBOURG: Moody's Assigns First Time B3 CFR
INFRONT LUXEMBOURG: S&P Assigns Prelim. B- Ratings, Outlook Stable


T U R K E Y

GLOBAL LIMAN: Fitch Lowers USD250MM Sr. Unsec. Notes Rating to 'C'


U N I T E D   K I N G D O M

CAFFE NERO: Issa Brothers Close in on Takeover Deal
FOOTBALL INDEX: Gov't. to Appoint Independent Expert to Lead Probe
GENUS UK: Norfolk Council Writes Off More Than GBP50,000 Debts
GREENSILL CAPITAL: MPs to Investigate Lobbying Activities
HOUSE OF FRASER: Bournemouth Store Up for Sale for GBP5 Million

PILKINGTON SOLICITORS: Goes Into Administration
SWINDON TOWN: Court Bans Chairman from Selling Insolvent Club
TOGETHER ASSET 2021-CRE1: DBRS Finalizes BB Rating on Cl. X Notes
VIRGIN MEDIA: Fitch Keeps BB+ Senior Sec. Rating, Removed From UCO

                           - - - - -


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B E L G I U M
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BL CONSUMER: DBRS Finalizes BB Rating on Class E Notes
------------------------------------------------------
DBRS Ratings GmbH finalized its provisional ratings on the Class A,
Class B, Class C, Class D, Class E, Class F, and Class X notes
(collectively with the unrated Class G Notes, the Notes) issued by
BL Consumer Issuance Platform II S.a r.l., acting in respect of its
Compartment BL Consumer Credit 2021 (the Issuer) as follows:

-- Class A notes at AAA (sf)
-- Class B notes at AA (sf)
-- Class C notes at A (high) (sf)
-- Class D notes at BBB (sf)
-- Class E notes at BB (sf)
-- Class F notes at B (low) (sf)
-- Class X notes at CCC (sf)

The ratings on the Class A and Class B notes address the timely
payment of scheduled interest and the ultimate repayment of
principal by the legal final maturity date. The ratings on other
classes of the rated notes address the ultimate payment of
scheduled interest while subordinated then timely payment as the
most-senior class and the ultimate repayment of principal by the
legal final maturity date.

Net proceeds of the Notes were partly used to call the notes of BL
Consumer Issuance Platform S.A., acting in respect of its
compartment BL Cards 2018 on the first optional redemption date of
25 March 2021.

The transaction is a securitization of credit card, revolving line,
and fixed-rate installment loans granted to individuals in Belgium
and Luxembourg, originated and serviced by Buy Way Personal Finance
SA (the seller and originator).

The ratings are based on the following analytical considerations:

-- The transaction's capital structure, including form and
sufficiency of available credit enhancement to support DBRS
Morningstar's expectation of charge-off and default, recovery,
principal payment, and yield rates under various stress scenarios.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the rated notes.

-- The originator's capabilities with respect to origination,
underwriting, and servicing and the existence of warm backup
servicer.

-- An operational risk review of the originator, which DBRS
Morningstar deems to be an acceptable servicer.

-- The transaction parties' financial strength regarding their
respective roles.

-- The credit quality, diversification, and historical and
projected performance of the securitized portfolio.

-- DBRS Morningstar's sovereign ratings of the Kingdom of Belgium
at AA (high) with a Negative trend and the Grand Duchy of
Luxembourg at AAA with a Stable trend.

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

TRANSACTION STRUCTURE

The transaction incorporates separate interest and principal
waterfalls during the revolving and amortization periods that
allocate the available funds including reserve funds, swap
receipts, and collections of interest, principal, and recoveries
from receivables. The Notes amortize sequentially (except for the
Class X notes ahead of the Class G notes) and the interest priority
of payments incorporates a principal deficiency ledger (PDL) for
each class of notes (except for the Class X notes) where available
funds may be used to cure the class-specific PDLs sequentially.

The transaction has a 36-month scheduled revolving period. During
this period, additional receivables may be purchased by the Issuer,
provided that the eligibility criteria and portfolio conditions set
out in the transaction documents are satisfied. The revolving
period may end earlier than scheduled if certain events occur, such
as the breach of performance triggers or servicer or seller
termination.

The transaction includes a general reserve that is available to
cover the shortfalls in senior expenses, swap payments, and
interests on the Class A, Class B, and Class C notes (subject to
the most-senior class status and/or PDL conditions). The general
reserve is amortizing subject to a floor amount of EUR 1,309,000.
There is also a spread account (with zero balance at closing) to
trap excess spread in case it falls below 4% to provide liquidity
support to the senior expenses, swap payments, and interest due on
the rated notes.

COUNTERPARTIES

Citibank Europe plc, Luxembourg Branch, is the issuer account bank
for the transaction. Based on DBRS Morningstar's rating of Citibank
Europe plc and the downgrade provisions outlined in the transaction
documents, DBRS Morningstar considers the risk arising from the
exposure to the issuer account bank to be commensurate with the
ratings assigned.

Natixis is the swap counterparty for the transaction. DBRS
Morningstar has a private rating on Natixis, which meets the
criteria to act in such capacity at closing. The downgrade
provisions in the swap documentation are largely consistent with
DBRS Morningstar's criteria but the transaction will be monitored
based on DBRS Morningstar's rating of Natixis or its replacement.

PORTFOLIO ASSUMPTIONS AND COVID-19 CONSIDERATIONS

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to increases
in unemployment rates and adverse financial impact on many
borrowers. DBRS Morningstar anticipates that delinquencies could
continue to rise, and payment and yield rates could remain subdued
in the coming months for many credit card and revolving loan
portfolios. The ratings are based on additional analysis and
adjustments to expected performance as a result of the global
efforts to contain the spread of the coronavirus.

After removing the interest collections, the estimated monthly
principal payment rate (MPPR) for the total revolving loan
portfolio is approximately 9% during the January 2010 to December
2020 reporting period. In comparison, the MPPRs for the Buy Way
Line and Luxembourg portfolios are lower and have averaged between
5% and 6% over the past five years. Based on the analysis of
historical data, macroeconomic factors, product type-specific
coronavirus-related adjustments to expected performance, and the
geographic concentration, DBRS Morningstar set the expected MPPR
for the total revolving loans at 6.5%.

The total portfolio yield has been very stable for the total
revolving credit portfolio, largely driven by the Belgian usury
rates. Based on the analysis of historical data and the geographic
limit, DBRS Morningstar set the expected yield at 11.6%.

The reported historical charge-off rates for the total revolving
credit portfolio have also been relatively stable at approximately
3.7% on average during the reporting period. Based on the analysis
of historical data, macroeconomic factors, and the product
type-specific coronavirus-related adjustments to expected
performance, DBRS Morningstar set the expected charge-off rate at
4.4%.

Overall default rates are relatively low for the originator's
unsecured installment loan lending with considerable volatility
among historical vintages. Most of the outstanding installment
loans are from personal loan originations that restarted in 2016.
The installment loan default performance to date benefitted from a
benign credit environment and is not considered sufficiently
seasoned to cover the full terms of loans or an economic cycle. In
contrast, the default performance of sales finance lending is more
seasoned but influenced by low origination volumes. Based on
performance and origination trends, DBRS Morningstar set the
expected lifetime default rate for the installment loan pool at
6.98%.

The expected recovery rate for all loan types is set at 25%, which
is adjusted for the expected coronavirus impact and is comparable
to jurisdictions with similar prescriptive legislations for
recovery processes, such as France.

Notes: All figures are in Euros unless otherwise noted.




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G R E E C E
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ELLAKTOR SA: S&P Downgrades ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Ellaktor S.A., and the issue rating on debt issued by Ellaktor
Value PLC, to 'CCC+' from 'B-'.

The negative outlook reflects the possibility of a downgrade within
the next 12 months if S&P sees further deteriorating credit metrics
and liquidity pressures weakening the consolidated group.

The downgrade reflects Ellaktor's limited financial flexibility to
manage material and recurring losses at its construction
division.In 2020, Ellaktor's construction subsidiary, AKTOR,
recognized material losses of EUR155.5 million (of which EUR112.2
million only occurred in the last quarter), due to cost overruns
and exits from loss-making international projects. It also saw
unexpected issues arise in core markets (Greece and Romania) that
have historically proven more resilient. This considerably weakened
the group's profitability, exacerbated by the pandemic's effect on
toll road concessions. S&P believes financial flexibility has
reduced after the group injected AKTOR with intra-group funding of
EUR76 million in 2020 and an additional EUR1.5 million in the first
quarter of 2021, in the context of restrictions from the available
baskets defined in rated senior unsecured bonds. Considering these
limitations, Ellaktor proposed a EUR120 million capital increase,
representing about 40% of the current capitalization, to be voted
in the upcoming extraordinary shareholder meeting on April 22,
2021. Most of the proceeds will be directed to AKTOR (EUR100
million) to cover international liabilities (EUR45 million) and to
repay obligations to suppliers and subcontractors to start critical
projects within the Greek market (EUR55 million), including a cash
buffer. A smaller portion will be used to accelerate growth in
renewables projects (EUR20 million). Considering these funds could
only be available from June 2021 and the pressing liquidity needs,
AKTOR has initiated EUR50 million of interim financing to be
provided by the company's second-largest shareholder, Reggenborgh
Invest BV, by the end of the month, subject to the approval of the
capital increase.

If approved, the equity injections could alleviate near-term
liquidity concerns but are not sufficient to offset short- and
long-term risks. S&P said, "We anticipate deleveraging will take
longer than we expected in our previous base case such that
Ellaktor's adjusted debt to EBITDA will likely remain close to 8.5x
this year--compared with our previous expectation of 6.5x--even
considering the approval of the capital increase injection.
Additionally, we expect OCF will stay negative in 2021, on the back
of our expectations of negative working capital needs from
construction. This raises concerns about the long-term
sustainability of Ellaktor's capital structure. If AKTOR's
prospects do not improve and it continues to harm the group's
profitability and drain cash from the restricted group, we believe
this could increase refinancing risks--with the approaching EUR670
million senior unsecured notes' maturity in 2024--as the
ring-fencing and covenants protections would have proved not to be
sufficiently protective for bondholders. Therefore, we believe
stabilization of AKTOR's performance is crucial for the group's
liquidity position and credit quality. Also, we note the Attiki
Odos concession--the main contributor to the group's operational
cash flow--expires in September 2024, which could increase
uncertainty at the time of refinancing if an extension or new
concession is not awarded by the company."

S&P said, "Shareholder misalignment could weigh on the group's
performance. Over the past six months, we have noted developments
that highlighted two key conflicts between the main shareholders:
Greenhill Investment Ltd. (20.1% stake) and Reggenborgh (14.2%
stake with a possibility to increase up to 27.3%). We understand
Reggenborgh is interested in subscribing its share of the capital
increase and providing the bridge financing in full, subject to the
approval of the share capital increase. Meanwhile, Greenhill has
pushed to cancel the intermediate funding. In addition, we believe
the stability of the board of directors elected in January 2021 is
at risk, as the upcoming extraordinary assembly will vote on a
potential new composition proposed by Greenhill. In our view,
recent events demonstrate a lack of strategy alignment toward the
recovery and stability of Ellaktor's credit profile. We believe
that effective leadership and strategy could suffer with continual
changes to the board and to management." These changes could reduce
Ellaktor's ability to restore liquidity and financial flexibility,
with increased uncertainty around the board's reduced level of
independence; there are now only two independent directors out of
five members, compared with five independents out of nine members
in the pre-January 2021 board composition.

S&P said, "The latest developments reinforce our analytical
approach whereby we rate the group on a consolidated basis despite
some ring-fencing and covenant restrictions. This reflects the
group's business strategy and economic fundamentals, considering
the close relationship between infrastructure division development
and Ellaktor's construction activities. We also note reputational
incentives and outstanding liabilities, such as parent performance
guarantees, linking the operations to the unrestricted group.

"The negative outlook reflects that we may lower the ratings in the
next few quarters if Ellaktor is not able to secure immediate
funding for its construction business, translating into increased
liquidity pressures."

S&P could lower its rating on Ellaktor if:

-- Shareholder misalignments result in the group failing to secure
a capital increase by mid-2021, absent any other significant
positive developments;

-- Credit metrics deteriorated further, beyond our base-case
forecast, resulting in increased stress on the capital structure or
liquidity position in the next 12 months; or

-- AKTOR were to enter formal insolvency proceedings around
overdue payments or to default on its debt, translating into
increased liquidity pressure at the consolidated level.

S&P could revise its outlook to stable if all the following take
place:

-- The group secures the liquidity needs for the construction
business;

-- There is sufficient track record of stabilization of
construction operations, such that it generates positive cash flows
from operations; and

-- No risk of default events occurs including, but not limited to,
a purchase of the group's debt below par, a debt restructuring, or
interest forbearance.


HELLENIC REPUBLIC: DBRS Confirms BB(low) LT FC/LC Issuer Rating
---------------------------------------------------------------
DBRS Ratings GmbH confirmed the Hellenic Republic's Long-Term
Foreign and Local Currency - Issuer Ratings at BB (low). At the
same time, DBRS Morningstar confirmed the Hellenic Republic's
Short-Term Foreign and Local Currency - Issuer Ratings at R-4. The
trend on all ratings is Stable.

KEY RATING CONSIDERATIONS

The confirmation of the Stable trend reflects DBRS Morningstar's
view that Greece arrived to the current crisis following years of
fiscal overperformance, which together with the sizeable cash
reserves provide the country with some fiscal capacity to help
weather the impact of the crisis. The coronavirus crisis has taken
a heavy toll on the Greek economy leading to a sharp real GDP
contraction of 8.2% in 2020. This was due to the strict measures to
prevent the spread of the virus and the fallout of the tourism
sector, which is an important contributor to the Greek economy. In
response to the crisis, the government has implemented targeted
measures to support households and businesses affected by the
crisis. That will lead to a substantially higher fiscal deficit and
public debt ratio.

The confirmation of the ratings is underpinned by Greece's
membership of the euro system. Since its election in July 2019, the
Greek government has showed strong commitment in implementing its
reform agenda in co-operation with the European institutions. On
the back of structural fiscal reforms implemented during the
adjustment programs, Greece has maintained a prudent fiscal stance,
up until the crisis, resulting in five years of primary surplus,
overachieving its fiscal targets and leading to additional debt
relief.

Additionally, the inclusion of Greek bonds in the European Central
Bank's (ECB's) Pandemic Emergency Purchase Programme (PEPP)
safeguards Greece's ability to access the markets at historically
low funding costs. Benefiting from the favorable financing
environment Greece is on course to prepay EUR 3.3 billion of more
expensive debt owed to the IMF. Most importantly, Greece is
expected to receive a substantial amount of grants from the Next
Generation EU financial instrument amounting to around 9% of 2019
GDP that will likely support the recovery and improve the growth
prospects of the Greek economy.

RATING DRIVERS

Triggers for an upgrade include: (1) effective management of the
coronavirus crisis, returning the economy to sustained growth; and
(2) compliance with EU institutions' post-programme monitoring,
co-operation on fiscal efforts and continuation with structural
reforms.

Triggers for a downgrade include: (1) persistent negative economic
performance; (2) a reversal or stalling in structural reforms and
longer term, lack of fiscal effort; (3) renewed financial-sector
instability.

RATING RATIONALE

Greece's Economy Contracted Sharply Last Year, But EU Funds and
Extraordinary Measures Will Likely Support Recovery Over the Medium
Term

The coronavirus crisis interrupted abruptly the slow but steady
recovery of the Greek economy after the global financial crisis.
Greece's real GDP is estimated to have contracted by 8.2% in 2020.
The strict containment measures led to a severe economic
contraction in the second quarter, followed by a comparatively weak
performance relative to the euro area rebound in the third quarter,
due to the high dependence on tourism. The tourism industry, which
represents a major source of income and employment for the Greek
economy suffered substantial losses, accounting for almost half of
the drop in economic activity. Despite the new restrictions imposed
in November, private consumption, exports of goods and investment
showed resilience in the fourth quarter. The European Commission
projects the economy to grow by 3.5% in 2021 and by 5% in 2022,
however the impact of the Next Generation EU plan is not
incorporated in the forecast and constitutes an upside risk.

The surge in infections in the first quarter of this year and the
tightening of the restrictive measures will likely delay the
recovery. High reliance on tourism and a large share of small and
medium sized enterprises poses additional challenges to Greece's
capacity to facilitate a swift economic recovery. Nevertheless,
significant progress has been made in strengthening growth
prospects by improving the business climate and reducing
bureaucracy that has in the past curtailed private investment. In
addition, Greece will benefit substantially from the Next
Generation EU financial instrument, as Greece will receive around
32 billion Euros (17% of 2019 GDP) in grants and loans until 2026.
In November 2020, Greece released the draft version of the National
Recovery and Resilience Plan. The main pillars of the plan include
the green and digital transition, promoting employment, skills, and
social cohesion and private investment and economic and
institutional transformation. In DBRS Morningstar's view, Greece's
ability to improve its absorption capacity, while maintaining its
reform momentum will be key in determining its growth outlook.

Extraordinary Measures Will Lead to a High Fiscal Deficit This
Year

Extraordinary fiscal measures to support the economy and mitigate
the economic impact of the pandemic led to a high fiscal deficit of
9.9% in 2020. The support packages announced so far include (1) job
retention schemes and financial support to the self-employed; (2)
increased expenditures to support the health care system; (3) VAT
reduction in goods related to addressing the outbreak; and (4)
liquidity support to businesses through loan guarantees and
deferred payments of taxes and social contributions. To support
fiscal measures dealing with the consequences of the coronavirus,
the European Commission agreed that the 3.5% of GDP primary surplus
fiscal target for 2021 is no longer a requirement for Greece. The
Ministry of Finance is estimating a headline fiscal deficit of 6.7%
of GDP this year. Given the uncertainties around the evolution of
the virus and possible need for additional fiscal support measures,
DBRS Morningstar has a negative qualitative assessment of the
"Fiscal Management and Policy" building block.

External Imbalances - Worsening in Tourism Partially Offset by
Likely EU Inflows

The deterioration in the services balance resulted in a 6.7%
deficit in the current account last year. International arrivals
and travel receipts declined by around 76% compared to 2019. The
slow recovery in international travel flows is expected to affect
the current account also this year, but is expected to be partially
offset by EU funds flows. The IMF forecasts a 4.5% current account
deficit in 2021. From a stock perspective, Greece's net external
liabilities remain high at 168.5% of GDP in 2019, up from 89% in
2011, mostly reflecting public sector external debt. The level is
expected to remain at high levels because of the long-term horizon
of foreign official-sector loans to the public sector.

The Debt Ratio is High, but Mitigating Factors are in Place

The debt ratio increased last year due to policy response measures
and the contraction of the economy, reaching around 202.4% of GDP
from 181% in 2019. The debt stock remains at a very high level,
however, several mitigating factors are in place. Greece is
benefiting from a favorable debt structure as the official sector
holds around 80% of government debt with most of it financed at
very low interest rates. In addition, the debt has a very long
weighted-average maturity of 20 years as of December 2020 with more
than 90% of debt at fixed rates, mitigating the risks arising from
increased market volatility.

Greece's participation in the ECB's PEPP contributes to more
favorable financing conditions as seen in bond issuances at
historically low yields. Benefiting from the low interest rate
environment, the Greek authorities are planning also to prepay
approximately EUR 3.3 billion of relatively more expensive debt
owed to the IMF. The debt ratio is expected to decline this year
slightly below 200%. Also, the sizeable liquidity buffer that
amounts to around Euro 31 billion in total as of December 2020, is
supporting Greece's efforts to strengthen confidence among market
participants. These reserve buffers reduce repayment risks leading
to a positive qualitative assessment in the "Debt and Liquidity"
building block.

Hercules has Helped Banks to Facilitate NPL Disposals, But COVID-19
Crisis Will Lead to New NPLs

Despite the elevated uncertainty and the deteriorating
macroeconomic environment related to the current crisis, banks made
further progress in reducing their non-performing loans (NPLs)
during 2020 by almost EUR 10 billion. The NPL ratio decreased from
40.6% at the end of 2019 to 35.8% at end September 2020. This
reduction was primarily driven by the utilization of the Hercules
Asset Protection Scheme (HAPS) by Eurobank for an NPE
securitization of EUR 7.5 billion. Further reduction is expected
within the next months, as more transactions have been announced by
the other three systemic banks, with most of them having a binding
agreement in place. Assuming all pending transactions get
completed, this would have resulted in NPL disposals of around EUR
18 billion, bringing the NPL ratio down to 25%. See DBRS
Morningstar's commentary "Hercules Helps Greek Banks Lower their
NPE Stock, But Not a 'Job Done' Yet".

However, the coronavirus crisis is likely to weigh on banks' asset
quality, with the loans under moratoria amounting to circa EUR 21
billion (or 12% of total bank loans) at end-November 2020. While
the outlook for the future performance of these loans remain
unclear, we consider it likely that a portion of these loans will
not be returning to performing status. Nonetheless, the extension
of the Hercules scheme and the implementation of the new insolvency
framework will likely support banks' efforts to clean up their
balance sheets. Finally, the ECB's decision to temporarily ease its
collateral rules and accept Greek government bonds as collateral
has enhanced the banks' liquidity position and their ability to
support new lending.

Continued Commitment to Investment Enhancing Policies is
Encouraging

Since its election in July 2019, the Greek government has made
significant progress in unblocking major investment projects,
reducing bureaucracy and improving the business environment. In
2019 Greece scored highly in the 'Starting a Business' World Bank
indicator, ranking 11th of out 190 countries. Recent efforts to
improve the functioning of the public administration by
digitalizing its government agencies are positive, however,
Greece's digital performance, as measured by EC's Digital Economy
and Society Index (DESI) is still below the EU average. DBRS
Morningstar views that the improvement in the political environment
and government's commitment to address Greece's long standing
challenges warrant a positive qualitative assessment for the
"Political Environment" building block.

ESG CONSIDERATIONS

Human Capital and Human Rights (S) and Institutional Strength,
Governance and Transparency (G) were among key drivers behind this
rating action. Compared with its euro system peers, Greece's per
capita GDP is relatively low at $18,168 in 2020. According to World
Bank Governance Indicators 2019 Greece ranks in the 60th percentile
for Rule of Law and in the 67th percentile for Government
Effectiveness, significantly lower than its euro area peers.
However, DBRS Morningstar notes Greece's institutional strengths
associated with euro system membership and recent improvements in
these areas. These factors have been taken into account within the
following building blocks: Fiscal Management and Policy, Economic
Structure and Performance and Political Environment.

EURO AREA RISK CATEGORY: LOW

Notes: All figures are in Euros unless otherwise noted. Public
finance statistics reported on a general government basis unless
specified.




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ADAGIO IV: Moody's Assigns B3 Rating to EUR12.2MM Class F Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes and loans issued
by Adagio IV CLO Designated Activity Company (the "Issuer"):

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

EUR123,000,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned Aaa (sf)

EUR125,000,000 Class A Senior Secured Floating Rate Loan due 2034,
Assigned Aaa (sf)

EUR34,000,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Assigned Aa2 (sf)

EUR6,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Assigned Aa2 (sf)

EUR28,000,000 Class C Deferrable Mezzanine Floating Rate Notes due
2034, Assigned A2 (sf)

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

EUR20,000,000 Class E Deferrable Junior Floating Rate Notes due
2034, Assigned Ba3 (sf)

EUR12,200,000 Class F Deferrable Junior Floating Rate Notes due
2034, 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.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes and the
Class A Loan. The Class X Notes amortise by 12.5% or EUR250,000
over the first eight payment dates.

As part of this reset, the Issuer has increased the target par
amount by EUR50 million to EUR 400 million. 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 approximately 59%
ramped as of the closing date.

AXA Investment Managers, Inc. will continue to manage the CLO. It
will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
4.25-year reinvestment period. Thereafter, subject to certain
restrictions, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations and credit improved obligations. Additionally, the
issuer has the ability to purchase loss mitigation loans using
principal proceeds subject to a set of conditions including
satisfaction of the par coverage tests.

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:

Target Par Amount: EUR400,000,000

Defaulted Par: EUR0 as of March 22, 2021

Diversity Score: 50

Weighted Average Rating Factor (WARF): 2,974

Weighted Average Spread (WAS): 3.45%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 44.8%

Weighted Average Life (WAL): 8.5 years

ALBACORE EURO II: S&P Assigns Prelim B- (sf) Rating on Cl. F Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
AlbaCore Euro CLO II DAC's class A-1 Loan, and A-1, A-2, B, C, D,
E, and F notes. At closing, the issuer will also issue unrated
subordinated notes.

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

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

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

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

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

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

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

The portfolio's reinvestment period will end approximately 4.3
years after closing, and the portfolio's maximum average maturity
date will be 8.5 years after closing.

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
said, "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 the 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 or principal proceeds. 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--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.

  Portfolio Benchmarks
                                                       CURRENT
  S&P Global Ratings weighted-average rating factor   2,793.57
  Default rate dispersion                               501.59
  Weighted-average life (years)                           5.42
  Obligor diversity measure                             104.33
  Industry diversity measure                             19.70
  Regional diversity measure                              1.19

  Transaction Key Metrics
                                                       CURRENT
  Total par amount (mil. EUR)                            400.0
  Defaulted assets (mil. EUR)                                0
  Number of performing obligors                            117
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                         'B'
  'CCC' category rated assets (%)                         1.50
  'AAA' weighted-average recovery (covenanted) (%)       35.63
  Covenanted weighted-average spread (%)                  3.65
  Reference weighted-average coupon (%)                   4.50

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.65%), the
reference weighted-average coupon (4.50%), and the covenanted
weighted-average recovery rates. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

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

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class A-1 Loan and A-1 to F notes. Our credit and cash flow
analysis indicates that the available credit enhancement for the
class B to D notes could withstand stresses commensurate with
higher ratings than those we have assigned. However, as the CLO
will be in its reinvestment phase starting from closing, during
which the transaction's credit risk profile could deteriorate, we
have capped our preliminary ratings assigned to the notes.

"The class F notes' current break-even default rate cushion is
-2.71%. Based on the portfolio's actual characteristics and
additional overlaying factors, including our long-term corporate
default rates and the class F notes' credit enhancement, this class
is able to sustain a steady-state scenario, in accordance with our
criteria." S&P's analysis further reflects several factors,
including:

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

-- S&P's model-generated portfolio default risk at the 'B-' rating
level is 27.92% (for a portfolio with a weighted-average life of
5.42 years) versus 16.80% if it was to consider a long-term
sustainable default rate of 3.1% for 5.42 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 the assigned
preliminary 'B- (sf)' rating.

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-1 loan and A-1 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.

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

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
tobacco, hazardous chemicals, pesticides and wastes, pornography or
prostitution, gambling, subprime lending, weapons or firearms,
marijuana, and thermal coal mining or the generation of electricity
using coal. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings List

  CLASS     PRELIM.    PRELIM.    INTEREST RATE           CREDIT
            RATING     AMOUNT                        ENHANCEMENT  
                     (MIL. EUR)                            (%)
  A-1       AAA (sf)    60.50     Three/six-month          38.00
                                  EURIBOR plus 0.83%

  A-1 Loan  AAA (sf)   155.00     Three/six-month          38.00
                                  EURIBOR plus 0.83%
  
  A-2       AAA (sf)    32.50     Three/six-month          38.00
                                  EURIBOR plus 1.00%*

  B         AA (sf)     40.00     Three/six-month          28.00
                                  EURIBOR plus 1.65%

  C         A (sf)      28.00     Three/six-month          21.00
                                  EURIBOR plus 2.50%

  D         BBB (sf)    25.00     Three/six-month          14.75
                                  EURIBOR plus 3.78%

  E         BB- (sf)    19.00     Three/six-month          10.00
                                  EURIBOR plus 5.96%

  F         B- (sf)     12.00     Three/six-month           7.00
                                  EURIBOR plus 8.41%

  Sub. Notes    NR      36.35     N/A                        N/A

*The three/six-month EURIBOR for the class A-2 notes is capped at
2.20%.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


BURLINGTON MORTGAGE: DBRS Confirms BB Rating on Class E Notes
-------------------------------------------------------------
DBRS Ratings GmbH took the following rating actions on the notes
issued by Burlington Mortgages No.1 DAC (the Issuer):

-- Class A1 Notes confirmed at AAA (sf)
-- Class A2 Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AA (sf) from AA (low) (sf)
-- Class C Notes upgraded to A (sf) from A (low) (sf)
-- Class D Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes confirmed at BB (sf)

The ratings on the Class A1 and Class A2 Notes address the timely
payment of interest and ultimate repayment of principal on or
before the legal final maturity date in November 2058. The ratings
on the Class B, C, D, and E Notes address the timely payment of
interest once most senior and the ultimate repayment of principal
on or before the legal final maturity date.

The rating actions follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses as of the February 2021 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables;

-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective rating levels;

-- Current economic environment and an assessment of sustainable
performance, as a result of the Coronavirus Disease (COVID-19)
pandemic.

The transaction is a static securitization of a portfolio of prime
Irish residential mortgage loans granted by EBS DAC (EBS) and its
fully owned subsidiary, Haven Mortgages Limited (Haven). The
originators, who are part of the Allied Irish Banks banking group,
also service their respective portfolios. The transaction closed in
March 2020 with an initial portfolio balance of EUR 4,026.5
million, consisting exclusively of owner-occupied mortgages, 65.1%
of which were originated by EBS and the remaining 34.9% by Haven.

PORTFOLIO PERFORMANCE

As of the February 2021 payment date, loans that were one month and
two months in arrears represented 0.15% and 0.06% of the
outstanding portfolio balance, respectively, while loans three
months or more in arrears represented 0.05%. There has not been any
repossession to date.

PORTFOLIO ASSUMPTIONS AND KEY RATING DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and has updated its base case PD and LGD
assumptions to 1.5% and 16.5%, respectively.

CREDIT ENHANCEMENT

The subordination of the respective junior obligations provides
credit enhancement to the rated notes. As of the February 2021
payment date, credit enhancement to the Class A1 Notes increased to
63.3% from 57.0% at the initial rating date; credit enhancement to
the Class A2 Notes increased to 15.7% from 14.0%; credit
enhancement to the Class B Notes increased to 10.2% from 9.0%;
credit enhancement to the Class C Notes increased to 7.1% from
6.3%; credit enhancement to the Class D Notes increased to 4.1%
from 3.5%; and credit enhancement to the Class E Notes increased to
1.9% from 1.5%.

The transaction benefits from liquidity support in the form of a
general reserve fund (GRF) and a Class A liquidity reserve fund
(ALRF), funded at closing to EUR 3.8 million and EUR 26.0 million,
respectively, through subordinated loans granted by the sellers.
The ALRF, which has a target balance equal to 0.75% of the
outstanding Class A Notes balance, is available to cover senior
expenses and interest payments on the Class A Notes. The GRF, which
has a target balance equal to 0.75% of the outstanding rated notes
balance minus the ALRF balance, is available to cover senior
expenses and interest payments on the senior-most outstanding class
of notes, as well as interest payments on subordinated notes
subject to certain provisions. As of the February 2021 payments
date, the GRF and ALRF were at their target balances of EUR 3.8
million and EUR 23.0 million, respectively.

Allied Irish Banks, p.l.c. (AIB) acts as the account bank for the
transaction. Based on the reference rating of "A" on AIB, one notch
below the DBRS Morningstar Long-Term Critical Obligations Rating
(COR) of A (high); the downgrade provisions outlined in the
transaction documents; and other mitigating factors inherent in the
transaction structure, DBRS Morningstar considers the risk arising
from the exposure to the account bank to be consistent with the
ratings assigned to the notes, as described in DBRS Morningstar's
"Legal Criteria for European Structured Finance Transactions"
methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many RMBS
transactions, some meaningfully. The ratings are based on
additional analysis and adjustments to expected performance as a
result of the global efforts to contain the spread of the
coronavirus. For this transaction, DBRS Morningstar increased the
expected default rate for self-employed borrowers, assumed a
moderate decline in residential property prices, and conducted
additional sensitivity analysis to determine that the transaction
benefits from sufficient liquidity support to withstand high levels
of payment holidays in the portfolio. As of January 31, 2021, loans
representing only 0.3% of the outstanding pool balance were
benefitting from coronavirus-related payment holidays.

Notes: All figures are in Euros unless otherwise noted.


GLENBEIGH 2: DBRS Finalizes BB (low) Rating on Class F Notes
------------------------------------------------------------
DBRS Ratings GmbH finalized its provisional ratings on the
following classes of notes issued by Glenbeigh 2 Issuer Designated
Activity Company (Glenbeigh 2 or the Issuer):

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (low) (sf)
-- Class C Notes at A (high) (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (high) (sf)
-- Class F Notes at BB (low) (sf)

The rating on the Class A Notes addresses the timely payment of
interest and the ultimate repayment of principal on or before the
final maturity date. The rating on the Class B Notes addresses the
timely payment of interest once most senior and the ultimate
repayment of principal on or before the final maturity date. The
ratings on the Class C, Class D, Class E, and Class F notes address
the ultimate payment of interest and repayment of principal by the
final maturity date. DBRS Morningstar does not rate the Class Z
Notes, Class S Instruments (Class S1 and Class S2, together Class
S), Class Y Instrument, or the VRR loan (Citibank, N.A., London
Branch will retain at least 5% of each class of notes and the
Instruments in the form of the VRR loan) issued in this
transaction.

The proceeds from the issuance of the collateralized notes were
used to purchase a buy-to-let (BTL) residential mortgage portfolio
originated by Permanent TSB Plc (PTSB; the originator or the
original seller). The portfolio was purchased by Citibank, N.A.,
London Branch (the sponsor) on 13 November 2020, and the beneficial
interest was immediately transferred to Glenbeigh 2 Seller DAC (the
interim seller). On the closing date, the beneficial interests were
sold to the Issuer via multiple interim sellers.

The issuance structure under Glenbeigh 2 offers subordination and
liquidity support for regular payments on the notes, through
separate revenue and principal priority of payments. The structure
features an amortizing liquidity reserve fund (LRF) of 2.5% of the
Class A outstanding balance (including the equivalent VRR loan
proportion), which is funded at closing of the transaction, and
provides liquidity support to the Class A Notes and the Class S
instruments. Additional credit support is provided by the general
reserve fund (GRF); it will be equal to 2.5% of the Class A closing
balance (including the equivalent VRR loan proportion) minus the
LRF.

Typical to Irish RMBS, the transaction features a provisioning
mechanism in the transaction, linked to the arrears' status of a
loan in addition to provisioning based on losses. The degree of
provisioning grows the longer a loan is in arrears. Additionally,
recoveries form part of principal funds, thus helping in faster
repayment of Class A, which would otherwise be used in payment of
interest on junior notes.

As of February 28, 2021, the portfolio consisted of 780 loans with
an aggregate outstanding balance of EUR 297.6 million. Most of
these loans were securitized in the Fastnet transactions, which
were rated by DBRS Morningstar. All of the mortgage loans in the
portfolio are classified as BTL loans and are secured by a
first-ranking mortgage right. About 13.5% of the loans have been
restructured in the past, of which about 4.5% of the loans in the
portfolio were restructured in the past three years. For most of
these recent restructures, the borrower has agreed to an increase
in the monthly payment (i.e., positive restructures).

There are no loans in 90 days past due (DPD) delinquency, but there
are about 1.21% of the loans in 30 to 90 DPD delinquency, including
which a total of 4.48% of the loans are in 0 to 90 DPD delinquency.
About 36.5% of the portfolio has been given to borrowers flagged as
self-employed or unemployed. About 86.1% of the portfolio consists
of interest-only (IO) loans, with 13.0% being part and part loans,
and the remaining being annuities. None of the loans were or have
been granted payment holidays as a response to the Coronavirus
Disease (COVID-19) pandemic.

The representations and warranties given by the original seller
(PTSB), in the event of a breach, are time limited and monetarily
capped. These limitations are mitigated because of the seasoning of
the portfolio and the restructured nature of some loans (which
would have required a detailed loan file scrutiny and a refresh of
the borrower's financial status). Furthermore: the day-to-day
servicing and the legal title of the mortgage loans is expected to
be transferred from PTSB to Pepper Finance Corporation (Ireland)
DAC by March 26, 2021.

Citibank, N.A., London Branch (Citibank London) act as Issuer
account bank. Based on the DBRS Morningstar private rating of
Citibank London, the downgrade provisions outlined in the
transaction documents, and the transaction structural mitigants,
DBRS Morningstar considers the risk arising from the exposure to
Citibank London to be consistent with the ratings assigned to the
rated notes as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

DBRS Morningstar based its ratings on a review of the following
analytical considerations:

-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement.

-- The credit quality of the mortgage loan portfolio and the
ability of the parties to perform servicing and collection
activities.

-- DBRS Morningstar estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. The PD, LGD, and EL are used as inputs into the
cash flow engine. The mortgage portfolio was analyzed in accordance
with DBRS Morningstar's "Master European Residential
Mortgage-Backed Securities Rating Methodology and Jurisdictional
Addenda."

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the noteholders according to the terms and
conditions of the notes. The transaction cash flows were analyzed
using Intex DealMaker.

-- The Republic of Ireland's sovereign rating of A (high)/R-1
(middle) with Stable trends as of the date of this press release.

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology and the presence of legal opinions
addressing the assignment of the assets to the issuer.

-- The relevant counterparties, as rated by DBRS Morningstar, are
appropriately in line with DBRS Morningstar's legal criteria to
mitigate the risk of counterparty default or insolvency.

-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many structured
finance transactions, some meaningfully. The ratings are based on
additional analysis and, where appropriate, additional stresses to
expected performance as a result of the global efforts to contain
the spread of the coronavirus.

Notes: All figures are in Euro unless otherwise noted.


GRAND CANAL: DBRS Hikes Class D Notes Rating to B
-------------------------------------------------
DBRS Ratings GmbH took the following rating actions on the notes
issued by Grand Canal Securities 2 DAC (the Issuer):

-- Class A confirmed at A (sf)
-- Class B confirmed at BBB (low) (sf)
-- Class C upgraded to BB (sf) from BB (low) (sf)
-- Class D upgraded to B (sf) from B (low) (sf)

DBRS Morningstar also changed the trends on all classes of notes to
Stable from Negative.

The transaction represents the issuance of the Class A, Class B,
Class C, Class D, Class E1, Class E2, Class E3, and Class F notes
(collectively, the Notes). The rating on the Class A notes
addresses timely payment of interest and ultimate payment of
principal. The ratings on the Class B, Class C, and Class D notes
address ultimate payment of interest and ultimate payment of
principal. DBRS Morningstar does not rate the Class E1, Class E2,
Class E3, Class P, and Class F notes of the Issuer.

Proceeds from the issuance of the Notes were used to purchase the
beneficial title and trust (from trust loans) of first-charge
(including subsequent charges) performing and nonperforming Irish
residential mortgage loans from Mars Capital Ireland Holdings DAC
(the Seller). The mortgage loans were originated by Irish
Nationwide Building Society and Springboard Mortgages Limited, and
subsequently acquired by the Seller in March/February 2015 and
October 2014.

The portfolio had a total outstanding balance of EUR 517.7 million
as of 31 October 2017 (the Cut-Off Date) and was secured by Irish
residential properties, with geographic concentration in Dublin
(20.4% of the total outstanding balance). About 12.2% of the pool
by outstanding balance consisted of buy-to-let loans, and
approximately 83.8% was nonperforming and in various stages of the
litigation process.

Primary servicing of the portfolio is undertaken by Mars Capital
Finance Ireland DAC (Mars Capital or the Servicer) that is also
responsible for all master servicing activities. Intertrust Finance
(Ireland) Limited was appointed as the backup master servicer
facilitator.

RATING RATIONALE

The confirmations and the upgrades follow a review of the
transaction and are based on the following analytical
considerations:

-- Transaction performance: assessment of portfolio recoveries as
of December 31, 2020, focusing on: (1) a comparison between actual
recoveries and the Servicer's initial business plan forecast; (2)
the collection performance observed over the past months, including
the period following the outbreak of the Coronavirus Disease
(COVID-19); and (3) a comparison between the current performance
and DBRS Morningstar's initial expectations.

­- Portfolio characteristics: loan pool composition as of
December 2020 and the evolution of its core features since
issuance, including the portfolio breakdown by arrears status and
the observed increase in the share of reperforming loans since
issuance.
-- Transaction liquidating structure: the order of priority, which
entails a fully sequential amortization of the Notes. The payment
of interest and principal on the Class B notes is fully
subordinated to the repayment of interest and principal on the
Class A notes. Similarly, the payment of interest and principal on
the Class C and Class D notes is lower ranking than the payments
due on the Class B and C notes, respectively.

-- Liquidity support: the transaction's benefits liquidity
structure, which includes four reserve funds available to mitigate
temporary collection shortfalls on the payment of (1) senior costs
and interest on the Class A notes, (2) interest on the Class B
notes, (3) interest on the Class C notes, and (4) interest on the
Class D notes, respectively.

According to the most recent investor report issued in January
2021, the outstanding amounts of the Class A, Class B, Class C, and
Class D notes were equal to EUR 134.4 million, EUR 9.3 million, EUR
10.1 million, and EUR 11.9 million, respectively. The balance of
the Class A notes amortized by approximately 42% since issuance.
The current aggregate transaction balance is EUR 421.0 million.

As of December 2020, the actual cumulative gross collections after
closing were equal to EUR 103.4 million. The Servicer's initial
business plan assumed total gross collections of EUR 135.9 million
during the same period. Hence, the transaction is underperforming
23.9% compared with the Servicer's initial expectations.

The transaction benefits from four reserve funds to support
liquidity shortfalls on senior costs, interest due in relation to
the rated notes and, ultimately, the repayment of principal on the
same, if available:

-- The Class A reserve fund, which was funded to an initial
balance equal to 3.0% of the Class A notes and can amortize to 3.0%
of the outstanding balance of the Class A notes;

-- The Class B reserve fund, whose initial amount was equal to
7.0% of the initial Class B notes balance and does not have a
target amount;

-- The Class C reserve fund, whose initial amount was equal to
12.0% of the initial Class C notes balance and does not have a
target amount; and

-- The Class D reserve fund, whose initial amount was equal to
15.0% of the initial Class D notes balance and does not have a
target amount.

Credits to the Class B, C, and D reserves are made outside the
waterfall based on the proceeds of the interest rate cap allocated
proportionately to the respective size of the Class B, C, and D
notes relative to the notional cap.

According to the January 2021 investor report, the Class A reserve
fund amounted to EUR 4.2 million, which is in line with the target
balance, and the Class B, Class C, and Class D reserve fund
balances amounted to EUR 0.18 million, EUR 0.38 million, and EUR
0.42 million, respectively.

The final maturity date of the transaction is in December 2058.

DBRS Morningstar analyzed the transaction structure using Intex
DealMaker.

The coronavirus and the resulting isolation measures have resulted
in a sharp economic contraction, increases in unemployment rates,
and reduced investment activities. DBRS Morningstar anticipates
that collections in European nonperforming loan (NPL)
securitizations will continue to be disrupted in the coming months
and that the deteriorating macroeconomic conditions could
negatively affect recoveries from NPLs and the related real estate
collateral. The ratings are based on additional analysis and
adjustments to expected performance as a result of the global
efforts to contain the spread of the coronavirus. For this
transaction, DBRS Morningstar incorporated its expectation of a
moderate medium-term decline in property prices; however, DBRS
Morningstar gives partial credit to house price increases from 2023
onward in non-investment-grade scenarios.

Notes: All figures are in Euros unless otherwise noted.


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

EUR244,000,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR33,200,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

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

EUR14,800,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR10,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR26,800,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR22,400,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR10,800,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

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

In addition, the CLO will issue the Class M notes that, on each
payment date, will receive a Senior Class M Return Amount and a
Subordinated Class M Return Amount (0.15% and 0.35% respectively
per annum of the sum of the collateral principal amount plus the
aggregate qualifying loss mitigation obligation balance).

On the Original Closing Date, the Issuer also issued EUR25,400,000
Class S-1 Subordinated Notes due 2032, which will be refinanced,
and EUR23,700,000 Class S-2 Subordinated Notes due 2032, which will
remain outstanding and known as the subordinated notes. Additional
subordinated notes will also be offered that, along with the
existing subordinated notes, will form a single class of
subordinated notes. The terms and conditions of the subordinated
notes will be amended in accordance with the refinancing notes'
conditions.

As part of this full refinancing, the Issuer will renew the
reinvestment period at four and a quarter years and extend the
weighted average life test to 8.5 years. It will also amend certain
concentration limits, definitions and minor features. In addition,
the Issuer will amend the base matrix and modifiers that Moody's
will take into account for the assignment of the definitive
ratings.

The Issuer is a managed cash flow CLO. At least 92.5% 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 obligations, second-lien loans, high yield bonds and
mezzanine obligations. The underlying portfolio is expected to be
fully ramped as of the closing date.

Hayfin Emerald Management LLP ("Hayfin") 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 and a quarter 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.

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 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: EUR400.0m

Diversity Score: 46

Weighted Average Rating Factor (WARF): 3100

Weighted Average Spread (WAS): 3.76%

Weighted Average Recovery Rate (WARR): 45%

Weighted Average Life (WAL): 8.5 years

JEPSON RESIDENTIAL 2019-1: DBRS Confirms B(low) Rating on G Notes
-----------------------------------------------------------------
DBRS Ratings GmbH confirmed the ratings on the following classes of
notes issued by Jepson Residential 2019-1 DAC (the Issuer):

-- Class A at AAA (sf)
-- Class B at AA (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (low) (sf)
-- Class F at B (high) (sf)
-- Class G at B (low) (sf)

The rating on the Class A notes addresses the timely payment of
interest and ultimate payment of principal on or before the legal
final maturity date in November 2057. The rating on the Class B
notes addresses the ultimate payment of interest and principal, and
the timely payment of interest while the senior-most class
outstanding. The ratings on the Class C, Class D, Class E, Class F,
and Class G notes address the ultimate payment of interest and
principal.

The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses.

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables.

-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels.

-- Current economic environment and an assessment of sustainable
performance, as a result of the Coronavirus Disease (COVID-19)
pandemic.

The transaction is a securitization of first-lien performing and
reperforming Irish residential mortgages originated by Bank of
Scotland (Ireland) Limited, Start Mortgages DAC, and NUA Mortgages
Limited. The portfolio was previously securitized in the DBRS
Morningstar-rated European Residential Loan Securitization 2017-PL1
DAC transaction, and is serviced by Start Mortgages DAC, with
primary servicing activities delegated to Homeloan Management
Limited.

PORTFOLIO PERFORMANCE

As of February 2021, the 90+ delinquency ratio was 12.7%, up from
9.3% in February 2020, and the cumulative loss ratio was 0.4%.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and has updated its base case PD and LGD
assumptions to 27.5% and 20.9%, respectively.

CREDIT ENHANCEMENT

As of the February 2021 payment date, credit enhancement to the
Class A, Class B, Class C, Class D, Class E, Class F, and Class G
notes was 49.3%, 38.6%, 30.8%, 24.3%, 17.8%, 14.9%, and 11.0%,
respectively, up from 46.8%, 36.6%, 29.1%, 22.8%, 16.6%, 13.8%, and
10.1% 12 months prior, respectively. Credit enhancement is provided
by subordination and the nonliquidity reserve fund.

The transaction benefits from an amortizing liquidity reserve fund
of EUR 5.9 million and a nonamortizing nonliquidity reserve fund of
EUR 6.4 million, both at their target levels. The liquidity reserve
is available to cover senior fees and interest on the Class A
notes, while the nonliquidity reserve is available to cover
interest and principal losses (via the principal deficiency
ledgers) on the rated notes.

Elavon Financial Services DAC, UK Branch acts as the account bank
for the transaction. Based on the DBRS Morningstar private rating
on Elavon Financial Services DAC, UK Branch, the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure, DBRS
Morningstar considers the risk arising from the exposure to the
account bank to be consistent with the rating assigned to the Class
A notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

BNP Paribas SA acts as the interest rate cap provider for the
transaction. DBRS Morningstar's public Long-Term Critical
Obligations Rating of AA (high) on BNP Paribas SA is above the
First Rating Threshold as described in DBRS Morningstar's
"Derivative Criteria for European Structured Finance Transactions"
methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many RMBS
transactions, some meaningfully. The ratings are based on
additional analysis and adjustments to expected performance as a
result of the global efforts to contain the spread of the
coronavirus.

Notes: All figures are in Euros unless otherwise noted.


ST. PAUL'S X: S&P Assigns Prelim B- (sf) Rating on Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to St.
Paul's CLO X DAC's class A, B-1, B-2, C, D, E, and F reset notes.
At closing, the issuer will have EUR41.3 million of unrated
subordinated notes outstanding from the existing transaction.

The transaction is a reset of the existing St. Paul's CLO X, which
closed in March 2019. The issuance proceeds of the refinancing
notes will be used to redeem the refinanced notes (class A, B-1,
B-2, C-1, C-2, D, E, and F notes of the original St. Paul's CLO X
transaction), and pay fees and expenses incurred in connection with
the reset.

The reinvestment period, originally scheduled to last until October
2023, will be extended to April 2025. The covenanted maximum
weighted-average life will be 8.5 years from closing.

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

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

  Portfolio Benchmarks

  S&P performing weighted-average rating factor      2,985.02
  Default rate dispersion                              664.99
  Weighted-average life (years)                          4.57
  Obligor diversity measure                            107.18
  Industry diversity measure                            20.08
  Regional diversity measure                             1.25
  Weighted-average rating                                   B
  'CCC' category rated assets (%)                        7.38
  'AAA' weighted-average recovery rate                  36.09
  Floating-rate assets (%)                              95.47
  Weighted-average spread (net of floors; %)             3.89

S&P said, "In our cash flow analysis, we modelled a par collateral
size of EUR398.66 million, a weighted-average spread covenant of
3.70%, the reference weighted-average coupon covenant of 4.50%, and
the minimum weighted-average recovery rates as indicated by the
collateral portfolio. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

"Our credit and cash flow analysis show that the class B-1, B-2, C,
and D notes benefit from break-even default rate (BDR) and scenario
default rate cushions that we would typically consider to be in
line with higher ratings than those assigned. However, as the CLO
is still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our
preliminary ratings on the notes. The class A and E notes withstand
stresses commensurate with the currently assigned preliminary
ratings. In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and assets.

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC+' rating. However, following the
application of our 'CCC' rating criteria we have assigned a
preliminary 'B-' rating to this class of notes." The one-notch
uplift (to 'B-') from the model generated results (of 'CCC+'),
reflects several key factors, including:

-- The available credit enhancement for this class of notes is in
the same range as other CLOs that S&P rates, and that have recently
been issued in Europe.

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

-- S&P's model generated BDR at the 'B-' rating level of 27.71%
(for a portfolio with a weighted average life of 4.57 years),
versus a generated BDR at 14.17% if we were to consider a long-term
sustainable default rate of 3.1% for 4.57 years, which would result
in a target default rate of 14.17%.

-- The actual portfolio is generating higher spreads and
recoveries versus the covenanted thresholds that we have modelled
in S&P's cash flow analysis.

-- For S&P to assign a rating in the 'CCC' category, it also
assessed (i) whether the tranche is vulnerable to non-payments in
the near future, (ii) if there is a one in two chance for this note
to default, and (iii) if it envisions this tranche to default in
the next 12-18 months.

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

The Bank of New York Mellon, London Branch is the bank account
provider and custodian. At closing, S&P expects the documented
downgrade remedies to be in line with its current counterparty
criteria.

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

The issuer is bankruptcy remote, in accordance with S&P's legal
criteria.

S&P said, "The CLO is managed by Intermediate Capital Managers Ltd.
We currently have two European CLOs from the manager under
surveillance. Under our "Global Framework For Assessing Operational
Risk In Structured Finance Transactions," published on Oct. 9,
2014, the maximum potential rating on the liabilities is 'AAA'.

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

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

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

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

Environmental, social, and governance (ESG) credit factors

S&P regards the exposure to ESG credit factors in the transaction
as being broadly in line with our benchmark for the sector.
Primarily due to the diversity of the assets within CLOs, the
exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
manufacture or marketing of anti-personnel mines, cluster weapons,
depleted uranium, nuclear weapons, white phosphorus, and biological
and chemical weapons. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities.

  Ratings List

  CLASS   PRELIM.   PRELIM.     INTEREST RATE*   SUBORDINATION (%)
          RATING    AMOUNT  
                  (MIL. EUR)
  A       AAA (sf)  245.00   3-month EURIBOR plus 0.80%   38.54

  B-1     AA (sf)    26.00   3-month EURIBOR plus 1.60%   28.26

  B-2     AA (sf)    15.00            2.00%               28.26

  C       A (sf)     23.50   3-month EURIBOR plus 2.55%   22.36

  D       BBB- (sf)  29.00   3-month EURIBOR plus 3.75%   15.09

  E       BB- (sf)   21.50   3-month EURIBOR plus 6.36%    9.70

  F       B- (sf)    12.00   3-month EURIBOR plus 8.79%    6.69

  Sub     NR         41.30            N/A                   N/A

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

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




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

POPOLARE BARI 2017: DBRS Keeps CCC Rating on B Notes Under Review
-----------------------------------------------------------------
DBRS Ratings GmbH maintained the Under Review with Negative
Implications status on the B (high) (sf) and CCC (sf) ratings of
the Class A and Class B notes, respectively, issued by Popolare
Bari NPLS 2017 S.r.l.

The maintenance of the Under Review with Negative Implications
status is based on the following analytical considerations:

-- Transaction performance: as reported in the most recent
quarterly servicer report, the actual cumulative gross collections
(GDPs) as of 31 December 2020 were EUR 25.9 million, whereas the
initial business plan prepared by the servicer assumed cumulative
gross collections of EUR 45.8 million for the same period.
Therefore, the transaction is underperforming by 43.5% compared
with the servicer's initial expectations.

-- Performance ratios and underperformance events: as per the most
recent October 2020 investor report, the cumulative collection
ratio was 63.6% and the present value (PV) cumulative profitability
ratio was 96.8%. A subordination event has not occurred as it would
occur upon the PV cumulative profitability ratio being under 90% or
upon Class A interest shortfalls.

-- Special servicer's updated business plan: in December 2020,
DBRS Morningstar received an updated portfolio business plan, which
assumed recoveries 19.9% lower compared with the servicer's initial
expectations. In March 2021, pursuant to the requirements set out
in the receivable servicing agreement, the servicer is required to
submit a new updated business plan (2021 Updated Business Plan).
Following its receipt, DBRS Morningstar will assess the changes
from previous expectations in detail and may change its stressed
assumptions as a result.

-- Coronavirus Disease (COVID-19) considerations: The coronavirus
and the resulting isolation measures have resulted in a sharp
economic contraction, increased unemployment rates, and reduced
investment activities. DBRS Morningstar anticipates that
collections in European nonperforming loan (NPL) securitizations
will continue to be disrupted in the coming months and that the
deteriorating macroeconomic conditions could negatively affect
recoveries from NPLs and the related real estate collateral.

Following the receipt of the 2021 Updated Business Plan, DBRS
Morningstar endeavors to resolve the status of ratings Under Review
with Negative Implications as soon as appropriate. If continued
heightened market uncertainty and volatility persist, DBRS
Morningstar may extend the Under Review status for a longer period
of time.

Notes: All figures are in Euros unless otherwise noted.




=================
M A C E D O N I A
=================

SKOPJE: S&P Affirms 'BB-' LT Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
On April 16, 2021, S&P Global Ratings affirmed its 'BB-' long-term
issuer credit rating on the Municipality of Skopje, the capital of
North Macedonia. The outlook is stable.

Outlook

S&P said, "The stable outlook reflects our expectation that
Skopje's tax revenue will rise over the next two years, thanks to
the expected economic rebound, although not to pre-COVID-19 levels.
This should allow a return to a more favorable balance after
capital accounts, despite the volatility of capital revenue,
because we forecast a reduction in investments. Although we expect
the city will increase its debt burden in the coming years to
finance its capital plan, its debt ratios will remain relatively
low in an international comparison. After the city used up its cash
in 2020, we expect it will start to replenish it as a result of the
improvement in budgetary performance."

Downside scenario

S&P said, "We could lower our rating on Skopje if its liquidity
position becomes structurally weaker. This would likely be the
result of an expanded capital plan or weaker controls over its
operating spending that weaken the city's budgetary performance
during our forecast period, instead of the improvement we are
currently expecting."

Upside scenario

S&P could raise its rating on Skopje if the city showed a stronger
recovery of budgetary results, with an improvement in the
predictability of budgetary metrics owing to enhanced long-term
planning. Any upgrade would hinge on an upgrade of North Macedonia
(BB-/Stable/B).

Rationale

The pandemic has revealed the volatility of Skopje's financial
indicators. The city's fiscal policies are procyclical, and
although it entered the pandemic in a relatively strong financial
position, including high operating balances and low debt as a
percentage of operating revenue, its financial indictors
deteriorated during the pandemic. The city had accumulated high
cash levels in previous years, which helped it to absorb additional
spending on pandemic-related items, on the public transportation
company, and on its capital plan.

S&P said, "We project economic recovery in North Macedonia and
Skopje will improve budgetary performance and liquidity. We
furthermore believe the city will stick to its legal fiscal
framework that constrains North Macedonian local and regional
governments' (LRGs') debt burdens. We think Skopje will be able to
reduce its tax-supported debt as a percentage of consolidated
operating revenue. The city still operates in a relatively poor
economic environment with an evolving institutional framework."

Because Skopje underpins the country's economy, its recovery from
COVID-19 effects will be in line with the national economy's over
the coming years

In an international comparison, Skopje has low income and wealth,
which constrain its tax base. S&P projects national GDP per capita
will average $7,100 over 2021-2024. However, the city benefits from
its position as the financial and administrative center of the
country. The city hosts well-diversified production facilities of
export-oriented foreign companies, as well as national
headquarters. S&P said, "As a result, we expect, barring a
prolongation or worsening of the pandemic, that Skopje will
gradually recover after the pandemic. In our view, local GDP will
increase in line with the national economy, achieving average real
GDP growth of about 3.4% over 2021-2023 after a sharp contraction
of 6.0% in 2020. We believe the partial economic recovery in the
second half of 2021, with steady economic growth thereafter, will
likely put Skopje's budgetary performance back on track, with
contained deficits after investment expenditure."

The city's fiscal policy is constrained by the evolving nature of
the institutional framework under which it operates. Plans for
further decentralization continue to be discussed, with a focus on
broadening LRGs' competences and increasing their fiscal
capacities. However, effective implementation remains uncertain and
we understand that discussions were paused in relation to the
current pandemic, but should resume soon. Skopje receives funds for
services provided through earmarked transfers from the central
government's budget. S&P thinks the central government will
slightly decrease its support to Skopje in the coming years after
having sharply increased it in 2020 in response to COVID-19. But
central government support will probably remain higher than before
the pandemic. Similar to other LRGs, Skopje has very limited
autonomy to divert such funds to other uses.

S&P said, "We consider the unpredictability of the city's financial
policies to be a weakness for the rating. The municipality has a
limited scope of financial planning for the core budget and its
enterprises. Outcomes on annual budgets, especially on the capital
side, often differ markedly from planned volumes. The city has
taken initial steps toward more realistic planning, but the
execution of both capital revenue and capital expenditure remain
unpredictable. We understand that capital expenditure
overestimation to some extent reflects considerations outside
Skopje administration's direct control, such as delays owing to
lengthy public procurement procedures. The city produces multiyear
forecasts, but the execution figures continue to vary considerably
from the forecasts. On the positive side, the city government has a
relatively tight grip on operating expenditure and is closely
reevaluating its investment program. Moreover, it arranges funding
for some capital projects in advance from multilateral financial
institutions, both directly and via the state treasury. Skopje's
accounts are audited by an independent government body reporting to
parliament but, other than that, we consider transparency
relatively weak, especially at the public enterprise level."

Local elections are scheduled for 2021. S&P said, "Given the smooth
transition after the previous electoral change and the stability in
the management team, we view continuity as the likely scenario. In
the final months of the current mandate, we expect some investment
projects that were nearly final to be pushed toward completion."

As part of the recovery from the pandemic, Skopje will record
improved budgetary performance and liquidity
S&P said, "Similar to other LRGs, we expect Skopje's tax base to
moderately increase in 2021 on the back of economic recovery.
Although 2020 results showed very low municipal and property tax
revenue, as well as non-tax items, we generally expect this trend
to continue in the first half of 2021. This is because the
vaccination rollout in the city has been relatively slow, which is
delaying a return to normalcy. However, we expect things to turn
around in the second half of 2021.

"Subsidies to municipal companies will continue to exert strong
pressure on budgetary performance as well, although the city plans
to reduce the amount of ongoing support it provides. As such, we
project the municipality's operating balance in 2021 will increase
to about 10% of revenue and keep rising moderately, although not
approaching 2019 levels. Measures to strengthen revenue collection
and adequate control over expenditure growth, if maintained over
time, should support further improvement over the medium term.

"We believe Skopje will contain capital expenditure and correlate
them with revenue streams and debt-burden limitations, despite the
city's large infrastructure gap. We think the execution of some
projects, especially those not already started, will be postponed
if their funding does not materialize. The project pipeline is
large and involves investments mainly in roads, bridges, and public
transportation. Capital revenue is likely to remain volatile and to
be significantly lower than budgeted. Overall, this leads us to
expect deficits after capital accounts, after the peak in 2020, to
be about 10% in 2021 and continue to improve thereafter.

"In our view, Skopje's budgetary performance predictability remains
constrained, given the volatility of the real estate market,
especially regarding construction taxes and land sales. Skopje
derives about 30% of its revenue from real estate-related
development, both directly and indirectly.

"Our view of Skopje's limitations regarding revenue and expenditure
flexibility remain unchanged. A high proportion of revenue depends
on central government decisions, such as setting the base or range
for most local tax rates, as well as the distribution coefficients.
Rates of most own taxes are decided by the city districts; hence,
the city cannot unilaterally raise the base of its own revenue. We
believe that scaling down capital spending may be challenging,
given the city's infrastructure gap, and we think the city will
need to increase its debt.

"We expect that Skopje will continue to borrow in 2021 and in the
coming years, while conforming with the central government's
borrowing limits. Together with projected rising revenue and
improved performance, borrowing needs will decrease, deficits will
shrink, and the debt burden will reduce. After the pandemic, we
forecast direct tax revenue will increase to just below 30% in 2023
and tax-supported debt to just below 40% of consolidated operating
revenue--also due to municipal companies' borrowing. We view the
burden of Skopje's municipal companies sector on the city as a
credit weakness because several municipal companies have investment
needs and owe large amounts. Additional contingent liabilities may
come from the municipality's plans to foster infrastructure
development through public-private partnerships.

"We anticipate the city will improve its cash position along with
stronger revenue performance, after it used much of its cash
holding to fund the deficit in 2020, but to remain volatile and
exposed to the city's political agenda. To finance parts of
COVID-19-related tax shortfalls and related expenditure, and
upcoming investment projects, the city used its accumulated cash of
Macedonian denar (MKD) 936 million in 2020. In addition, a MKD766
million contracted loan facility has already been fully drawn,
partly to cover deficits and investment needs. We believe that
Skopje's cash reserves will be replenished in the next two years
after budgetary results improve, but the debt-service coverage
ratio will remain volatile in light of the city's financing and
debt servicing needs. In the following 12 months, the city will
rely on cash from bank loans, but thereafter we expect the cash
position will improve. We consider the city's access to external
liquidity to be limited, owing to the relatively immature local
banking system and capital markets for municipal debt."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating action.


  Ratings List

  RATINGS AFFIRMED

  Skopje (Municipality of)

   Issuer Credit Rating     BB-/Stable/--




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

BARENTZ MIDCO: S&P Assigns 'B' Long-Term Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit and
issue ratings to Barentz B.V.'s intermediate parent company Barentz
Midco B.V. and the EUR582 million equivalent TLB, with a recovery
rating of '3'.

The stable outlook reflects S&P's view that over the coming years
Barentz will gradually deleverage from the high debt post
transaction, reflecting the combined group's positive free
operating cash flow (FOCF) and resilient operating performance.

In October 2020, Barentz B.V. signed an agreement to acquire Maroon
Group. As part of the transaction, Barentz issued:

-- A EUR582 million equivalent TLB due 2027 (based on foreign
exchange rates at April 15, 2021);

-- A EUR120 million revolving credit facility (RCF) due 2027,
which was undrawn at closing;

-- A EUR215 million payment-in-kind (PIK) structurally and
contractually subordinated instrument; and

-- EUR411 million of equity, including EUR119 million of new
equity for Maroon and EUR292 million of rolled equity.

The proceeds have been used to fund the Maroon acquisition,
refinance existing Barentz debt, as well as some smaller bolt-on
merger and acquisition (M&A) activities, and to meet transaction
costs, fees, and expenses. There is also EUR23 million of rolled
over debt in the capital structure.

S&P said, "We forecast S&P Global Ratings-adjusted debt to EBITDA
of about 7.5x-6.5x for Barentz in 2020-2021. Although we expect
gradual deleveraging, supported by business growth and margin
management, we believe that adjusted leverage at transaction close
is high, at about 7.5x, and will remain above 6.0x over the next
two years. Our assessment of Barentz's financial risk profile is
mainly constrained by the group's private-equity ownership and high
adjusted gross debt of about EUR834 million at acquisition close
(including the PIK, but excluding the undrawn RCF).

"We forecast S&P Global Rating adjusted EBITDA margins of 7.5%-8.5%
in 2020-2021. Overall, we anticipate that the combined entity will
show profitability in line with its closest peers in the chemical
distribution industry. We believe that Barentz's margins will
progressively improve from 2020-2021, reflecting the positive
contribution of the Maroon acquisition and resilient revenue
growth. Our forecast for 2020 and 2021 factors in the benefit
coming from some synergies and cost-efficiency initiatives, as well
as a continued focus toward higher margin end-markets. We believe
that Barentz will benefit from the broader market in North America,
where competition is still lagging, and market prices are
supportive.

"We believe financial-sponsor ownership limits the potential for
leverage reduction over the medium term. We do not deduct cash from
debt in our calculation, owing to Barentz's private-equity
ownership and because we anticipate that cash will be partly used
to fund bolt-on M&A. In the medium term, the financial sponsor's
commitment to maintaining S&P Global Ratings-adjusted financial
leverage sustainably below 5.0x would be necessary for an improved
financial risk profile assessment."

After the Maroon acquisition, Barentz has a solid market position
as a life science ingredients distributor, with a strong focus on
the European and North American markets. Barentz operates as one of
the main distributors in the niche market of life science
ingredients, specializing mostly in human nutrition, animal
nutrition, pharmaceuticals, and personal care. Following the
acquisition, the combined group's revenue has 58% exposure to
Europe, the Middle East, and Africa, 35% to the Americas, and 7% to
Asia-Pacific. In line with other specialty ingredients
distributors, Barentz offers value-added services to its clients,
including formulation advice, blending, product development, and
research and development activities.

S&P said, "We believe that the acquisition strengthens Barentz's
competitive position and improves its profitability. The Maroon
acquisition improves Barentz's geographical footprint, allowing the
company to consolidate and further expand its presence in North
America. The combined entity also has a broader product offering,
with a larger, somewhat more diverse customer base, which will help
to support the company's organic growth through several
cross-selling initiatives and logistics improvements. We also
believe that Barentz's profitability will gradually improve,
reflecting cost synergies, portfolio optimization, and continued
focus on higher-margin end markets.

"We note that Barentz benefits from sound and long-lasting
relationships with its principals. Barentz has historically shown
solid and long-standing relationships with its principals, which
continue in the currently challenging environment, limiting any
disruption to the supply chain. The average length of relationship
is well above 10 years for the top 100 principals. We also note
that the acquisition will mitigate some of Barentz's concentration
risks to single suppliers, reducing exposure to the largest
principal to about an estimated 6% from 10%. Furthermore, we note
that most principals contract with Barentz on an exclusive basis,
both by geography and product type.

"We view Barentz's size and scope as relative weaknesses, which
constrain our business risk assessment. Although the combined
entity will have larger scale of operations, narrowing the gap with
some competitors such as Azelis and IMCD, our analysis acknowledges
the highly fragmented nature of the industry with increasing
competition from larger players, such as Brenntag, as well as other
chemicals companies moving downstream, such as DSM. As such,
despite Barentz's track record of an acquisitive strategy, leading
to sound growth management, we continue to view the company's
limited size and scope as constraining factors for the rating."

Barentz operates in very resilient end-markets with sound growth
prospects, partially mitigating concentration risks. After the
Maroon acquisition, Barentz continues to generate most of its sales
from the distribution of life science ingredients, accounting for
80% of total revenue, with the remaining exposure to specialized
industrial. Although we note that product diversification is more
limited than other specialty chemicals distributors like Azelis,
S&P believes that Barentz's key end-markets, such as food and
pharmaceuticals, have been resilient, outperforming average market
growth even during economic downturns. This has also supported
Barentz's performance during the pandemic.

S&P said, "The stable outlook reflects our view that Barentz will
continue to show resilient performance following the acquisition,
supported by improved geographic diversity and good growth
prospects in its end-markets. We expect adjusted debt to EBITDA
will gradually decrease to about 6.5x-6.0x over the coming two
years, and anticipate that Barentz will continue to generate
positive FOCF. The outlook also reflects our expectation that funds
from operations (FFO) will continue to cover cash interest by more
than 3x.

"We could lower the rating if Barentz experiences a prolonged
weakening in profitability and cash flow generation due to
deteriorating market conditions or difficulties in realizing
synergies from the acquisition. We could also lower the rating if
the company adopts more aggressive financial policies--including
debt-financed dividend recapitalization or acquisitions--that
result in leverage above 6.5x on a prolonged basis, and FFO cash
interest coverage falling below 2.5x, with low prospects for
improvement.

"We believe that a positive rating action is remote at this stage,
given the high amount of debt in the capital structure. That said,
we could consider an upgrade if S&P Global Ratings-adjusted debt to
EBITDA drops below 5x and the sponsor commits to maintaining lower
leverage."




===============
P O R T U G A L
===============

HEFESTO STC: DBRS Confirms CCC Rating on Class B Notes
------------------------------------------------------
DBRS Ratings GmbH upgraded its rating on the Class A notes issued
by Hefesto STC, S.A. (Project Guincho) (the Issuer) to BBB (high)
(sf) from BBB (low) (sf) and confirmed its rating on the Class B
notes at CCC (sf). All trends are Negative.

The transaction represents the issuance of Class A, Class B, Class
J, and Class R notes (collectively, the Notes). The rating on the
Class A notes addresses the timely payment of interest and ultimate
payment of principal while the rating on the Class B notes
addresses the ultimate payment of interest and principal. DBRS
Morningstar does not rate the Class J or Class R notes.

As of the September 30, 2018 portfolio cut-off date, the Notes were
backed by a EUR 481 million portfolio by gross book value (the
Portfolio) consisting of unsecured and secured nonperforming loans
(NPLs) originated by Banco Santander Totta S.A.

Since the transfer of the Portfolio, the secured loans held by
individuals are serviced by Whitestar Asset Solutions S.A., the
secured loans held by corporate are serviced by HG PT, Unipessoal,
Lda, and the unsecured loans are serviced by Proteus Asset
Management, Unipessoal Lda. (collectively, the Special Servicers).

RATING RATIONALE

The rating actions follow a review of the transaction and are based
on the following analytical considerations:

-- Transaction performance: an assessment of Portfolio recoveries
as of October 31, 2020, focusing on: (1) a comparison between
actual collections and the Special Servicers' initial business
plans forecast; (2) the collection performance observed since
issuance, including the period following the outbreak of the
Coronavirus Disease (COVID-19); and (3) a comparison between the
current performance and DBRS Morningstar's initial expectations.

-- The Special Servicers' updated business plans: a review of the
updated business plans, received by DBRS Morningstar in February
2021, and a comparison with the initial business plans'
expectations.

-- Portfolio characteristics: the loan pool composition as of
October 2020 and the evolution of its core features since
issuance.

-- Transaction liquidating structure: except for Class R notes,
the order of priority entails a fully sequential amortization of
the Notes (i.e., the Class B notes will begin to amortize following
the full repayment of the Class A notes and the Class J notes will
amortize following the repayment of the Class B notes).
Additionally, interest payments on the Class B notes become
subordinated to principal payments on the Class A notes if the
cumulative gross collection ratio or the net present value
cumulative profitability ratio is lower than 90%. These triggers
were not breached on the November 2020 interest payment date, at
which time the actual figures were 176.2% and 147.0%, respectively,
according to the latest investor report.

-- Liquidity support: the transaction benefits from an amortizing
cash reserve providing liquidity to the structure, covering against
potential interest shortfall on the Class A notes and senior fees.
The cash reserve, whose target amount is equal to 3.0% of the Class
A notes principal outstanding balance, is currently fully funded.

According to the latest investor report in November 2020, the
outstanding principal amounts of the Notes were equal to EUR 48.6
million, EUR 14.0 million, EUR 25.0 million, and EUR 1.6 million,
respectively. The balance of the Class A notes has amortized by
approximately 42.2% since issuance. The current aggregated
transaction balance is EUR 89.2 million.

As of October 2020, the transaction was performing better than the
Special Servicers' initial expectations. The actual cumulative
gross collections equaled EUR 49.1 million, whereas the Special
Servicers' initial business plans estimated cumulative gross
collections of EUR 34.7 million for the same period. Therefore, as
of October 2020, the transaction was overperforming by EUR 14.4
million (41.5%) compared with initial expectations.

At issuance, DBRS Morningstar estimated cumulative gross
collections for the same period of EUR 14.8 million at the BBB
(low) (sf) stressed scenario and of EUR 22.5 million at the CCC
(sf) stressed scenario. Therefore, as of October 2020, the
transaction was overperforming compared with DBRS Morningstar's
initial stressed expectations.

In February 2021, the Special Servicers provided DBRS Morningstar
with revised business plans starting from 1 November 2020. In these
updated business plans, the Special Servicers assumed slightly
lower recoveries compared with initial expectations. The total
cumulative gross collections (including actual collections) from
the updated business plans were EUR 152.6 million, which is 2.3%
lower compared with the EUR 156.2 million expected in the initial
business plans.

Without including actual collections, the Special Servicers'
expected collections from November 2020 are now EUR 103.6 million
versus EUR 121.5 million in the initial business plans. Hence, the
Special Servicers' expectation for collection on the remaining
Portfolio was revised downward. The updated DBRS Morningstar
expectations assume a haircut of 42.3% and 2.9% to the Special
Servicers' latest business plans at BBB (high) (sf) and CCC (sf),
respectively, considering expected collections.

The final maturity date of the transaction is in November 2038.

DBRS Morningstar analyzed the transaction structure using Intex
DealMaker.

The coronavirus and the resulting isolation measures have resulted
in a sharp economic contraction, increases in unemployment rates,
and reduced investment activities. DBRS Morningstar anticipates
that collections in European NPL securitizations will continue to
be disrupted in the coming months and that the deteriorating
macroeconomic conditions could negatively affect recoveries from
NPLs and the related real estate collateral. The ratings are based
on additional analysis and adjustments to expected performance as a
result of the global efforts to contain the spread of the
coronavirus. For this transaction, DBRS Morningstar incorporated
its expectation of a moderate medium-term decline in property
prices; however, partial credit to house price increases from 2023
onwards is given in non-investment-grade scenarios. The Negative
trends reflect the ongoing uncertainty amid the coronavirus.

Notes: All figures are in Euros unless otherwise noted.




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

X5 RETAIL: Fitch Affirms 'BB+' LT IDRs
--------------------------------------
Fitch Ratings has affirmed Russia-based X5 Retail Group N.V.'s (X5)
Long-Term Foreign- and Local- Currency Issuer Default Ratings
(IDRs) and senior unsecured ratings for the bonds issued by its
100%-owned subsidiaries X5 FINANSE LLC at 'BB+'. The Outlook is
Stable.

X5's ratings reflect the company's large scale and strong market
position in Russia's food retail market and a consistent capital
allocation policy. The ratings also benefit from X5's continued
expansion strategy and anticipated operating profitability
resilience, which should translate into further growth in scale,
despite Fitch's assumptions of weaker like-for-like revenue growth
for 2021-22, after strong results during the pandemic in 2020.

The Stable Outlook reflects Fitch's expectation that the company
will be able to maintain its financial profile, including its
leverage, consistent with a 'BB+' rating, despite intense
competition and updated dividend policy.

KEY RATING DRIVERS

Largest Food Retailer in Russia: The ratings are based on X5's
strong business profile as the largest food retailer in Russia,
with a multi-format strategy and wide geographic footprint in the
country. The group has leading positions in proximity and
supermarket formats and has become the largest online grocery
platform in Russia. In Fitch's view, X5's increasing focus on
digitalisation, innovation and continuous improvements in customer
value proposition as well as logistics should enable the group to
deliver resilient performance in the medium term.

These strong factors are balanced by X5's exposure to
higher-than-average systemic risks associated with operations in
Russia and jurisdictional environment, which pressures the
company's otherwise strong credit profile.

Slower Sales Growth in 2021: Fitch conservatively assumes low
single digit decline of X5's like-for-like (LfL) sales in 2021,
stabilising at low single digit rates over 2022-24, following 5.5%
growth in 2020 boosted by increased demand resulting from the
lockdown measures. Nevertheless, Fitch projects 10% increase in
reported revenue growth in 2021 (2020: +14%) stemming from
continued new store rollouts and further growth in the group's
e-grocery sales channel. In 2020, sales through this channel grew
by 362%, although it still accounts for only 1% of total revenue.

Steady Expansion Pace: Fitch projects the company will maintain
steady growth of its selling space, with nearly 1,300-1,400 of new
store openings per year over 2021-24, mainly in the core
Pyaterochka proximity store format. This also includes modest
expansion in the new hard discounter format Chizhik, launched in
2020, with further acceleration subject to its operating results in
2021-22.

Fitch also expects growth to be supported by bolt-on M&As and
further development of X5's online hypermarket, Perekrestok Vprok,
express delivery at Pyaterochka and Perekrestok and other digital
projects. After 2024, Fitch assumes a gradual contraction in store
openings as the market saturates amid an increasingly competitive
environment.

Assumed Sector Profitability Decline: Fitch expects profitability
in the Russian food retail sector to continue its structural and
gradual decline, driven by increasing competition due to both
market consolidation by existing players and evolution of new
retail formats. Nevertheless, Fitch does not expect a material
reduction in X5's profitability, due to its continuous efforts
towards cost optimisation, anticipated improvement in profitability
in the online sales channel and increasing share of mature and
refurbished stores in its total selling space.

Prudent Financial Policy: The ratings are supported by the
company's commitment to maintain a conservative capital structure,
with its year-end net debt-to-EBITDA leverage remaining at a
comfortable level of below 2.0x (2020: 1.8x, Fitch defined). In
addition, X5's dividend policy, updated in 2020 following the
introduction of semi-annual dividend payments linked to operating
cash flow generation, maintains the leverage threshold of below
2.0x after dividend payment. This policy allows X5 to preserve cash
and manage its leverage in case of operational underperformance.

Moderate Leverage: Fitch project X5's funds from operations (FFO)
adjusted gross leverage will remain stable at about 4x over
2021-2024, leaving comfortable headroom under the negative rating
sensitivity of 4.5x. As capex intensity gradually decreases, Fitch
expects dividends to absorb X5's growing cash-flow generation,
resulting in a broadly neutral free cash flow (FCF) profile over
Fitch's rating horizon through to 2024.

Weak Fixed Charge Coverage: In Fitch's projections, X5's FFO fixed
charge coverage remains weak for the 'BB+' rating, albeit broadly
aligned with the 'BB' rating category for the sector. However, this
is mitigated by a conservative capital structure, flexibility on
lease terms, and X5's proven ability to renegotiate rents with
landlords, as well as adequate liquidity profile. FFO fixed charge
cover ratio is under pressure from substantial operating lease
expenses, but Fitch projects it will remain stable at around
1.8x-1.9x over 2021-2024.

Bond Ratings Aligned with IDR: Fitch does not apply any notching to
the instrument ratings of X5's bond issues as the prior-ranking
debt-to-EBITDA ratio is less than 2x, therefore reflecting limited
structural subordination concerns. Fitch believes this threshold
will not be exceeded over the medium term, as Fitch expects X5 to
stick to its internal leverage ratio of below 1.8x at year-end. All
of X5's bonds are issued by finance company, X5 FINANSE LLC, and
are rated in line with X5's IDR. They are structurally subordinated
to the rest of the group's debt, despite a few local bonds
(accounting for RUB8.7 billion at end-December 2020).

DERIVATION SUMMARY

X5's rating benefits from a stronger business profile than its
closest peer Fitch-rated Russian food retailer Lenta LLC
(BB/Positive) due to its larger business scale, stronger market
position and greater format diversification, leading to a one-notch
differential in their respective ratings, despite similar leverage
profiles.

Comparing X5's rating with international retail chains, such as
Ahold Delhaize N.V. (BBB+/ Stable) and Tesco Plc (BBB-/Stable), X5
has smaller business scale and more limited geographic
diversification, partly offset by stronger growth prospects and
structurally greater profitability in the Russian food retail
market. Furthermore, X5's ratings take into consideration the
higher-than-average systemic risks associated with the Russian
business and jurisdictional environment whereas international peers
operate in stronger operating environments.

Relative to Bellis Finco (ASDA, BB-/Stable), X5 is rated two
notches higher as its similar size and business profile is balanced
by its superior profitability and lower financial risk profile.
However, Fitch expects ASDA will generate positive FCF despite no
dividends currently envisaged.

No Country Ceiling or parent/ subsidiary linkage aspects were in
effect for X5's ratings.

KEY ASSUMPTIONS

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

-- Revenue CAGR of 9% over 2021-2024 primarily driven by selling
    space growth;

-- EBITDA margin stable at around 6.8% supported by
    digitalisation, operating efficiency measures partially offset
    by price competition;

-- Capex at 4%-5% of revenue covering mainly new store openings,
    refurbishments and IT projects;

-- RUB35-40 billion dividend payments per year in line with the
    company's dividend policy to maintain net debt / adjusted
    EBITDA ratio below 2.0x;

-- No large-scale M&A activity. X5 confirmed it is not interested
    in transformational M&A due to the lack of appropriate targets
    in the market. X5 already has high market shares in many
    Russian regions. If it decides to acquire a large player it
    would have to dispose of stores in few regions to comply with
    market share ceiling of 25%. Fitch therefore only assumes only
    bolt-on M&A over the medium term.

RATING SENSITIVITIES

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

-- LfL sales growth comparable with close peers, together with
    maintenance of its leading market position in Russia's food
    retail sector and successful execution of its growth strategy;

-- Maintenance of strong FFO margin, which together with
    disciplined financial policy would translate into neutral to
    sustainably positive FCF;

-- FFO-adjusted gross leverage below 3.5x on a sustained basis
    (2020: 4.1x);

-- FFO fixed charge coverage above 2.2x on a sustained basis
    (2020: 1.8x).

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

-- A contraction in LfL sales growth relative to close peers,
    particularly if combined with FFO margin erosion to below 4.0%
    (2020: 5.0%);

-- FFO-adjusted gross leverage above 4.5x on a sustained basis;

-- FFO fixed charge cover below 2.0x on a sustained basis;

-- Worsened operating cash flow generation coupled with higher
    than-expected capex or dividends keeping FCF firmly in
    negative territory.

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, X5's liquidity was strong
as Fitch-adjusted unrestricted -cash on balance sheet of RUB16.7
billion and undrawn committed credit lines of RUB85 billion were
sufficient to cover short-term debt of RUB77 billion. Fitch
believes the company retains firm access to local funding,
including the local bond market.

Fitch adjusts the reported cash balance (at year-end) for RUB3.3
billion to reflect seasonal changes in working-capital requirements
throughout the year.

ESG CONSIDERATIONS

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



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

AYT CAJA: Fitch Affirms C Rating on 2 Note Classes
--------------------------------------------------
Fitch Ratings has upgraded AyT Caja Granada Hipotecario 1, FTA's
(Granada 1) class B notes and affirmed the other three tranches.
Fitch has also affirmed IM Cajastur MBS 1, FTA (Cajastur 1).

         DEBT                 RATING          PRIOR
         ----                 ------          -----
AyT Caja Granada Hipotecario 1, FTA

Class A ES0312212006    LT  A+sf  Affirmed    A+sf
Class B ES0312212014    LT  B+sf  Upgrade     CCCsf
Class C ES0312212022    LT  Csf   Affirmed    Csf
Class D ES0312212030    LT  Csf   Affirmed    Csf

IM Cajastur MBS 1, FTA

Class A ES0347458004    LT  Asf   Affirmed    Asf
Class B ES0347458012    LT  Asf   Affirmed    Asf

TRANSACTION SUMMARY

The transactions comprise Spanish residential mortgages serviced by
Liberbank S.A. (BB+/Rating Watch Positive/B) for Cajastur 1 and
Caixabank S.A. (BBB/Negative/F2) for Granada 1.

KEY RATING DRIVERS

Cajastur 1 Account Bank Cap Rating: Cajastur 1's class A and B
notes' ratings reflect their material exposure to the SPV account
bank provider Banco Santander, S.A. (A-/Negative/F2, deposit rating
A/F1). The bank holds the reserve fund, which represents a large
component of credit enhancement (CE) and there have not been any
remedial actions since it became an ineligible counterparty. In
accordance with Fitch's Structured Finance and Covered Bonds
Counterparty Rating Criteria, the notes' ratings are capped at
Banco Santander's long-term deposit rating, which is higher than
the achievable rating if the sudden loss of the reserve fund is
modelled. The Negative Outlook on these notes reflects that on
Banco Santander's Long-Term Issuer Default Rating.

Granada 1 Rating Caps Due to Counterparty Risks: The 'A+sf' rating
cap on Granada 1's senior notes reflect account bank replacement
triggers supporting ratings up to the 'A' category.

Fitch considers Granada 1 is exposed to an additional rating cap at
'A+sf' due to payment interruption risk. Fitch assesses the
availability of liquidity sources as insufficient to cover three
months of senior fees, net swap payments and stressed senior note
interest amounts in the event of a servicer disruption while an
alternative arrangement was implemented.

Resilience to Covid-19 Additional Stresses

Fitch has applied additional stresses in its analysis of the
transactions in conjunction with its European RMBS Rating Criteria
in response to the coronavirus outbreak and the recent legislative
developments in Catalonia. Fitch anticipates a generalised
weakening of Spanish borrowers´ ability to keep up with mortgage
payments due to a spike in unemployment and vulnerable
self-employed borrowers.

Performance indicators such as the level of late stage arrears (in
the range of 1.1% to 0% as of March 2021 and January 2021for
Granada 1 and Cajastur 1, respectively,) could deteriorate in the
coming months and therefore Fitch has modelled an arrears
adjustment in the form of a 10% increase to the weighted average
foreclosure frequency (WAFF) of the portfolios.

As outlined in "Fitch Ratings Coronavirus Scenarios: Baseline and
Downside Cases", Fitch also considers a downside coronavirus
scenario for sensitivity purposes whereby a more severe and
prolonged period of stress is assumed. Under this scenario, Fitch's
analysis accommodates a 15% increase to the portfolio WAFF and a
15% decrease to the WA recovery rates. See Ratings Sensitivities.

Significant Structural Protection

The affirmation of Cajastur 1's and Granada 1's senior notes
reflect their resilience to higher projected losses as CE ratios
are able to mitigate the risks associated with Fitch's coronavirus
baseline scenario. Fitch expects CE ratios for Granada's class A
notes to continue increasing due to the prevailing sequential
amortisation. For Cajastur 1, Fitch expects CE to remain stable
(67% and 40% for the class A and B notes, respectively) due to the
prevailing pro rata amortisation of the notes.

The upgrade of Granada 1's class B notes reflects improved CE
ratios, driven by the partial reduction of the principal deficiency
ledger over the last year.

ESG Considerations - Governance

Cajastur 1 has an Environmental, Social and Governance (ESG)
Relevance Score of '5' for Transaction & Collateral Structure due
to lack of remedial actions taken upon breach of direct support
counterparty rating triggers, which has a negative impact on the
credit profile, and is highly relevant to the rating, resulting in
an implicitly lower rating.

Granada 1 has an ESG Relevance Score of '5' for "Transaction &
Collateral Structure" due to payment interruption risk, which has a
negative impact on the credit profile, and is highly relevant to
the rating, resulting in an implicitly lower rating.

Granada 1 has an ESG Relevance Score of '5' for "Transaction
Parties & Operational Risk" due to modification of account bank
replacement triggers after transaction closing, which has a
negative impact on the credit profile, and is highly relevant to
the rating, resulting in an implicitly lower rating.

RATING SENSITIVITIES

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

-- For Granada 1's junior notes, CE ratios increase as the
    transactions deleverage, able to fully compensate the credit
    losses and cash flow stresses commensurate with higher rating
    scenarios, all else being equal.

-- For Granada 1's senior notes, improved liquidity protection
    against a servicer disruption event. This is because the
    ratings are capped at 'A+sf' because of unmitigated payment
    interruption risk.

-- For Cajastur 1, an upgrade of Banco Santander's long-term
    deposit rating that could increase the maximum achievable
    rating for the class A and B notes, as they are currently
    capped at the counterparty rating.

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

-- A longer-than-expected coronavirus crisis that deteriorates
    macroeconomic fundamentals and the mortgage market in Spain
    beyond Fitch's current base case. CE ratios unable to fully
    compensate the credit losses and cash flow stresses associated
    with the current ratings scenarios, all else being equal. To
    approximate this scenario, Fitch has conducted a rating
    sensitivity by increasing default rates by 15% and haircutting
    recovery expectations by 15%, which would imply a downgrade of
    one notch for the Class B of Cajastur and no impact for
    Granada 1 notes.

-- For Cajastur 1, a downgrade of Banco Santander's long-term
    deposit rating that could decrease the maximum achievable
    rating for the class A and B notes, as the notes are currently
    capped at this level.

BEST/WORST CASE RATING SCENARIO

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

CRITERIA VARIATION

Around 6.2% of the securitised loans in Cajastur 1 were granted to
micro and small-medium sized enterprises. Fitch has applied Fitch's
European RMBS Rating Criteria to these loans assuming these
borrowers to classify as self-employed and applying a 50% FF
incremental adjustment to account for the greater default risk.
Fitch has also employed the commercial property collateral haircuts
to derive the recovery rates for this proportion of the pool. Fitch
has not applied the SME Balance Sheet Securitisation Rating
Criteria for these loans. This represents a variation to Fitch's
criteria.

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

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

DATA ADEQUACY

AyT Caja Granada Hipotecario 1, FTA, IM Cajastur MBS 1, FTA

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

Fitch did not undertake a review of the information provided about
the underlying asset pool[s] ahead of the transaction's [AyT Caja
Granada Hipotecario 1, FTA, IM Cajastur MBS 1, FTA] initial
closing. The subsequent performance of the transaction[s] over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Cajastur 1's class A and B notes' ratings reflect the materiality
assessment on the contractually ineligible and not restructured SPV
account bank provider Banco Santander. The bank holds the reserve
fund, which represents a large component of CE. In accordance with
Fitch's Structured Finance and Covered Bonds Counterparty Rating
Criteria, the notes' ratings are capped at Banco Santander's
long-term deposit rating, which is higher than the achievable
rating when the loss of the reserve fund is modelled.

ESG CONSIDERATIONS

AyT Caja Granada Hipotecario 1, FTA: Transaction & Collateral
Structure: 5, Transaction Parties & Operational Risk: 5

IM Cajastur MBS 1, FTA: Transaction Parties & Operational Risk: 5

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.

BANCO SANTANDER: Fitch Ups Legacy Preferred Securities Rating to BB
-------------------------------------------------------------------
Fitch Ratings has upgraded Banco Santander, S.A.'s (A-/Negative)
two outstanding legacy hybrid preferred securities (XS0307728146
and XS0202197694) to 'BB' from 'CCC' to reflect reduced
non-performance risks following the payment of a coupon due on 10
April 2021.

Against Fitch's expectations, the coupon payment was made despite
the bank having reported a net loss on an unconsolidated basis for
2020 and irrespective of a profit test trigger included in the
terms and conditions of the notes. The coupon payment has therefore
led to Fitch's re-assessment of the non-performance risk of the
securities.

Santander's Issuer Default Ratings, Viability Rating and other debt
ratings are unaffected by this rating action.

KEY RATING DRIVERS

The rating of the notes is five notches below Santander's Viability
Rating (VR) to reflect higher loss severity risk of these notes
compared with average recoveries (two notches from the VR), as well
as high risk of non-performance (an additional three notches) due
to the presence of a profit test.

Santander has effectively paid coupons on the legacy hybrid
preferred securities falling due on 10 April 2021 out of
distributable funds, including reserves, despite the presence of
the profit-test trigger in the terms and conditions of the notes
and a reported net loss on an unconsolidated basis in 2020.

However, in Fitch's assessment of non-performance risk on the
notes, Fitch continues to regard the notes' exposure to
non-performance risk as being higher than Basel III-compliant AT1
notes given Fitch's interpretation that the terms and conditions of
the notes have not been modified and still contain a profit-test
trigger. Fitch's assessment of non-performance risk also considers
that the bank operates with a CET1 ratio that is above maximum
distributable amount thresholds and Fitch's expectation that this
will continue, as well as the bank's material available
distributable items at end-2020. Fitch also expects the bank to
return to profits in 2021 given its record of strong pre-provision
earnings generation throughout the cycle.

ESG Considerations

Unless otherwise stated in this section Santander's 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.

RATING SENSITIVITIES

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

-- The securities' rating is primarily sensitive to a change in
    Santander's VR, and could therefore be upgraded if Santander's
    VR is upgraded.

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

-- Legacy hybrid preferred securities' rating could be downgraded
    if Santander's VR is downgraded. In addition, the rating could
    be downgraded if non-performance risk increases relative to
    the risk captured in the bank's VR, for example if capital
    buffers over regulatory requirements are eroded.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond 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.

LSFX FLAVUM: Moody's Affirms B2 CFR, Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service has affirmed LSFX Flavum Holdco, S.L.U.'s
(formerly known as Esmalglass, now operating as Altadia) B2
corporate family and B2-PD probability of default rating.
Concurrently Moody's has affirmed the B2 ratings of the senior
secured revolving credit facility and the senior secured term loans
borrowed by LSFX Flavum Bidco, S.A.U.. The outlook on the ratings
has been changed to stable from negative.

RATINGS RATIONALE

The stabilization of Altadia's outlook reflects the company's
robust performance during 2020 for Esmalglass standalone but also
of the combined entity pro forma the acquisition of the tile
coatings business (Rocher) of Ferro Corporation (Ba3 negative).
Moody's estimates that 2020 Moody's adjusted leverage pro forma the
Rocher acquisition is around 5.2x and that the company will
maintain leverage well in line with Moody's expectations for the B2
rating, despite an expected weakening of the combined entity's
gross margin and significant cost related to achieving the targeted
synergies from the Rocher acquisition. Despite this weakening,
EBITDA margin will remain at a solid level of around 15%. The
stabilization of the outlook also reflects Altadia's sizeable
liquidity cushion supported by its strongly positive FCF in 2020,
and Moody's expectation of continued solid FCF generation.

Following the acquisition of Rocher, Altadia will be the leading
company in the global tile coatings market and Moody's deems the
company to be well positioned to capture underlying estimated
market growth. Moody's estimates 2021 revenues for the combined
entity to grow in the range of 3%-4%. However, Moody's forecasts
some margin headwinds caused by higher raw material prices leading
to a normalization of gross margins and significant cost in
relation to realizing targeted synergies. Hence, Moody's
anticipates that leverage in 2021 will increase from currently
around 5.2x to above 5.5x, which is still consistent with the
rating agency's requirements for a B2 rating. Altadia targets
significant net synergies of around EUR30 million from the
acquisition. At the same time costs to realize these synergies are
estimated to be around EUR45 million. The company expects to
realize EUR22.5 million of synergies within the first 18 months
following the closing of the acquisition. Given the relative size
of the acquisition, integration risks and a failure to swiftly
realize targeted synergies at forecasted cost are a downside to
Moody's base case. The company currently has a significant
liquidity cushion to accommodate expected costs to realize
synergies.

Altadia's rating continues to reflect the strong global market
positions in its product segments. The B2 rating also takes into
account a fairly strong forecasted EBITDA margin of around 15% for
the combined entity. Albeit the Rocher acquisition initially being
margin dilutive. In addition, the rating considers Altadia's track
record of bringing innovative products to market and a flexible
cost structure with around 80% of cost being of variable nature.
Furthermore, Moody's adjusted FCF/Debt is expected to be in the
range of 3%-4%. In addition to a leverage commensurate with a B2
rating, the rating is constrained by a fairly narrow product
portfolio with exposure to the cyclical construction sector. Raw
material price fluctuations and price pressure have in the past led
to margin volatility and continue to be a risk factor to Altadia's
performance.

ESG CONSIDERATIONS

Typically for a private equity owned company Altadia's high
leverage is reflective of a financial policy characterized by a
high risk tolerance of the company and its sponsor. Moody's,
however, notes that Altadia's owner Lonestar has contributed
significant equity to the Rocher acquisition.

LIQUIDITY PROFILE

Altadia's liquidity profile is strong. Liquidity sources consist of
around EUR165 million of cash on balance sheet as per February 2021
and approximately EUR95 million of availability under its undrawn
revolving credit facility. In combination with FFO generation of
around EUR70 million in 2021, these sources should be more than
sufficient to accommodate capital expenditures of around EUR30
million and swings in working capital.

STRUCTURAL CONSIDERATIONS

The EUR675 million TLBs and EUR95 million revolving credit facility
are rated B2, in line with the company's CFR. The instrument rating
reflects the dominance of these instruments in the capital
structure and the fact that the RCF and TLBs share the same
guarantor coverage and collateral.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook on Altadia's rating reflects Moody's expectation
that leverage will remain between 5x and 6x in the next 12-18
months and that the company will able to maintain EBITDA margins at
around 15% while generating positive FCF.

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

Moody's could consider downgrading Altadia's rating if Moody's
adjusted leverage would remain above 6x and if the company's EBITDA
margin would decline to the low teens both on a sustainable basis.
A downgrade would also be likely if FCF becomes materially negative
or there would be a substantial weakening of the company's
liquidity profile.

Conversely, Moody's would consider upgrading Altadia's rating if
Moody's adjusted leverage would decline to below 5x and its EBITDA
margin would remain above 15%, both on a sustainable basis. An
upgrade furthermore would require Moody's adjusted FCF/debt
consistently being in the mid-single digits.

PRINCIPAL METHODOLOGY

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



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

INFRONT LUXEMBOURG: Fitch Assigns First-Time 'B-' LT IDR
--------------------------------------------------------
Fitch Ratings has assigned Infront Luxembourg Finance S.a.r.l.
(Infront, direct holding company of Infront Sports & Media AG) a
first-time Long-Term Issuer Default Rating (IDR) of 'B-' with a
Stable Outlook. Fitch has also assigned the company's EUR300
million 1st lien senior secured term loan an expected rating of
'B(EXP)'/ with a Recovery Rating of 'RR3' and EUR100 million 2nd
lien senior secured term loan an expected rating of 'CCC(EXP)' with
'RR6'. The assignment of final ratings is contingent on the receipt
of final documents being in line with the information received for
the expected ratings.

The ratings of Infront reflect its high leverage profile, small
scale and exposure to cyclicality. They also reflect an integrated
business model in sports marketing supported by long-term
partnerships and a global network of media and sponsor partners.
Fitch expects the diversified sports-rights portfolio and demand
for sports content to continue to support the company's business.

The robust business model is hindered by Infront's high leverage
profile, which is consistent with a 'B-' rating. Fitch estimates
funds from operations (FFO) gross leverage adjusted for cyclicality
to remain in a 7.4x-7.6x band between 2021 and 2024.

KEY RATING DRIVERS

Integrated Sports Marketing Company: Infront's integrated business
model of marketing sports media rights (36% revenue in 2018-2020),
complemented with media production services (23%), sponsorship
rights (23%) and sportstech and own mass participation events
(18%), creates a diversified client and income base. Fitch views
this as credit-positive, particularly when benchmarking the company
against most of its direct segment-focused peers.

Its business model is supported by long-term, high retention
partnerships (average length of 10.8 years) with rights owners, a
majority and diverse set of exclusive contracts and a global
network of over 120 media and 750 sponsor partners. Fitch believes
that its integrated service offering and good record should help
the company maintain its strong position in a highly competitive
sports rights-marketing industry.

Sports Content Demand Supports Outlook: Infront benefits from
long-term rising global demand for premium sports content; PwC's
2020 Sports Survey forecasts a 3.3% average growth in the next
three to five years. Its diverse media clients ranging from TV
operators, digital media, betting platforms and other OTT partners
allow Infront to benefit from the sector's growth while mitigating
the risk of changing consumer demand between different media
offerings. Additionally, its strategic focus on high- growth
streams of sports content such as esports and betting may improve
the growth profile of the company but the execution of these
initiatives is still unclear at this stage.

Diversified Portfolio of Sports Rights: Infront has an extensive
portfolio of over 280 media and sponsorship rights-in contracts
across football, winter (e.g. skiing, ice hockey, biathlon) and
summer sports (e.g. handball, basketball, badminton), being active
in more than 30 sports. Fitch believes the robust contract
pipeline, an extensive network of rights-out partners, strong
sports rights' monetisation record, plus low single-contract
concentration all provide revenue- and cash-flow visibility over
the medium term.

Italian Football and DFB Contracts: The changing nature of
Infront's involvement in the commercialisation of Italian football
rights (advisory role replaced by lower EBITDA international rights
buyout contract) and the non-renewal of German Football
Association-(DFB) related business highlight the risks associated
with single contract concentration. Having accounted for 30% of
Infront's gross profit in 2018-2020 and, Fitch estimates, a higher
proportion of EBITDA, these portfolio changes significantly reduce
EBITDA in Fitch's forecast horizon compared with historical levels
of greater than EUR100 million.

At the same time, these changes also mean that Infront's
concentration risk has considerably declined and that the current
sports-rights profile offers better cash-flow visibility and
stability over the next three to five years.

Small Scale: Infront's scale with an EBITDA below EUR100 million is
small compared with other rated media companies'. The limited scale
makes free cash flow (FCF) more sensitive to economic shocks or to
failure to successfully integrate acquired businesses than its
larger peers. Small EBITDA scale also limits its capacity to
withstand competitive pressures from well-funded, potential new
entrants into the sports-marketing sector.

Adverse Coronavirus Impact: The pandemic affected Infront's
operations and financial performance as sports events were
postponed or cancelled, particularly during 2Q20. Gradual
resumption of sports events worldwide since 2H20, together with
proactive management initiatives, helped the company mitigate the
impact on reported EBITDA and FCF generation. Overall, EUR40
million of cost savings were achieved, of which EUR30 million are
expected to remain permanent.

Cyclical Business and High Leverage: Infront's business model is
exposed to some cyclicality inherent within key sporting events,
which only take place every two (e.g. FIS World Cup) or four years
(e.g. FIFA World Cup). For instance, its FIFA business derives most
of its revenue and EBITDA in the year the men's football World Cup
takes place. To address the cyclicality of the business Fitch looks
at leverage metrics on a multi-year basis, hence smoothing out the
effect of events akin to the FIS/FIFA World Cup. Fitch estimates
FFO gross leverage to remain high at 7.4x-7.6x during the next four
years, as low EBITDA growth is offset by increasing debt quantum as
a result of the payment-in-kind 2nd lien senior secured term loan.

DERIVATION SUMMARY

Fitch assesses Infront using Fitch's Ratings Navigator for
diversified media companies and by benchmarking it against
Fitch-rated selected rights-management and content-producing
peers.

Invictus Media S.A.U. (Imagina; CCC+) has an operating profile most
similar to that of Infront. Its rating reflects liquidity risk as a
result of continued pandemic-driven cash flow pressure and a
failure to monetise its French football rights. Prior to the
pandemic Imagina was rated 'BB-'/Stable, which reflected higher
EBITDA and lower leverage than Infront's (i.e. EBITDA of around
EUR220 million; FFO adjusted gross leverage thresholds of
4.0x-5.0x). Infront has a well-diversified sports-rights portfolio,
which contrasts with Imagina's high dependence on key contracts
(i.e. LaLiga international agency).

In terms of the wider peer group, Fitch views Sportradar Management
Ltd (B/Stable) and Banijay Group SAS (B/Negative) as the closest
publicly rated peers. Sportradar is comparable with Infront in
EBITDA scale and initial FFO gross leverage (around 7.5x). However,
Sportradar is mostly focused in the high-growth sports-data market
while its sports-rights business is a smaller complementary
segment. Cash flow generation and deleveraging prospects are
stronger for Sportradar. Banijay's Negative Outlook reflects
production constraints brought about by the pandemic and an
uncertain recovery path, particularly at a time where the company
is digesting its transformative Endemol acquisition.

KEY ASSUMPTIONS

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

-- Revenue recovering 46% in 2021 on winter sports mainly with
    FIS Alphine & Nordic World Championships in addition to post
    Covid general recovery. Revenue fluctuates in accordance with
    sporting events' schedules, peaking at EUR824 million in 2022
    in connection to the FIFA World Cup;

-- Fitch-defined EBITDA between EUR65 million and EUR76 million
    p.a. in the next four years;

-- Negative working capital change in 2021 and 2022, of EUR71
    million and EUR23 million, respectively, before turning
    neutral-to-positive from 2023;

-- Capex around 0.5%-1% revenues until 2024;

-- No dividends paid for the next four years.

Fitch's Key Assumptions on Recovery Ratings

-- Fitch uses a going-concern (GC) approach for Infront in our
recovery analysis, assuming that the company would be restructured
in the event of a bankruptcy rather than be liquidated;

-- A 10% administrative claim;

-- Post-restructuring GC EBITDA estimated at EUR50 million,
    reflecting a significant increase in Infront's competitive
    pressures and/or weakening industry trends lending to a loss
    of major contracts.

-- Fitch uses an enterprise value (EV) multiple of 5x to
    calculate a post-restructuring valuation

-- These assumptions, together with 1st lien senior secured debt
    of EUR300 million and assuming a fully drawn pari-passu
    revolving credit facility (RCF) of EUR50 million, result in
    64% recovery percentage for the 1st lien senior secured
    instruments and a Recovery Rating of 'RR3' and an instrument
    rating of 'B', one-notch higher than the Long-Term IDR. 2nd
    lien senior secured debt has poor recovery prospects with a
    recovery percentage of 0% and a Recovery Rating of 'RR6' with
    an instrument rating of 'CCC', two notches below the Long-Term
    IDR.

RATING SENSITIVITIES

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

-- Expansion of sports-rights portfolio and successful deployment
    of new initiatives leading to higher revenues and EBITDA
    margin above 15%;

-- FFO gross leverage sustainably below 7.0x, taking into account
    cyclicality of events, which may not recur annually.

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

-- Loss of existing or failure to gain new contracts leading to
    substantially lower EBITDA and weaker competitive position in
    the sports-rights marketing industry;

-- Failure to monetise sports rights and adverse working-capital
    movements leading to deterioration in liquidity;

-- FFO gross leverage sustainably above 8.5x;

-- FFO interest coverage below 2.0x;

-- FCF margin falling towards zero or turning negative.

ESG Commentary

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

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Sound Liquidity Profile Post-Refinancing: Infront had EUR80 million
of cash and cash equivalents as of end- 2020 with most of its debt,
EUR388 million of term loan and RCF maturing in June 2021.
Following the refinancing, the company is expected to have access
to an EUR50 million undrawn RCF, EUR300 million 1st lien term loan
and EUR100 million 2nd lien term loan, with 4.5, five and six years
of tenor, respectively. Moreover, Fitch expects Infront to generate
positive FCF in 2022 and beyond, supporting its liquidity profile.

INFRONT LUXEMBOURG: Moody's Assigns First Time B3 CFR
-----------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and a B3-PD probability of default rating to Infront Luxembourg
Finance S.a.r.l., a wholly owned direct subsidiary of Infront
Holding AG and the top most entity of the restricted group defined
under its bank facilities agreement. Concurrently, Moody's has
assigned B2 ratings to the proposed EUR300 million first lien
senior secured term loan B and EUR50 million senior secured
revolving credit facility, and a Caa2 rating to the proposed EUR100
million second lien senior secured term loan B, all to be issued by
Infront Luxembourg Finance S.a.r.l. The outlook assigned is
positive.

The majority of the proceeds from the proposed debt will be used to
refinance the group's existing bank debt.

"The B3 CFR reflects the group's high Moody's-adjusted gross
debt/two-year average EBITDA of around 6.3x expected over 2020 and
2021, with limited prospects of deleveraging over 2022 and 2023 due
to low EBITDA growth. Yet, the positive outlook is supported by our
expectation that the company will generate healthy free cash flow
(including potential working capital swings) from 2022 onwards
supported by its asset-light model and no planned dividend payments
to its strategic owner Wanda Sports Group Company Limited," says
Gunjan Dixit, Vice President -- Senior Credit Officer and lead
analyst on Infront Luxembourg Finance S.a.r.l.

"Despite its small size, Infront demonstrated its ability to
control the impacts on its EBITDA in 2020 from the widespread
sports-event cancellations amid the coronavirus pandemic, and we
expect the company to benefit from its diversified contracts
portfolio translating into healthy revenue growth from 2021
onwards", adds Ms. Dixit.

RATINGS RATIONALE

Infront Luxembourg Finance S.a.r.l.'s B3 CFR is strongly positioned
reflecting its (1) long-standing relationships with a number of
rights holders and providers, which underpins the value proposition
of the company to its partners, which include established sports
federations like Federation Internationale de Football Association
(FIFA), International Ski Federation (FIS), International Ice
Hockey Federation (IIHF) and European Handball Federation (EHF);
(2) established track record in selecting and marketing sports
franchises; and (3) good revenue visibility, supported by
contractually committed revenue accounting for around 70% of
forecasted revenue for 2021.

The rating also reflects (1) Infront's small scale of revenue and
EBITDA, which is to a large extent offset by the diversification of
the suite of its services, supplier and customer base; (2) the
significant future financial commitments and contingent liabilities
in some of the company's multiyear contractual relationships
(reflecting acquisition costs for certain rights and guaranteed
minimum revenue clauses), while Moody's recognizes these
obligations are the backbone of Infront's business model given that
a high amount implies a strong pipeline of future revenue; (3)
biennial or quadrennial nature of some of Infront's events, thereby
resulting in some timing effects in financial results; and (4) high
starting leverage, with limited deleveraging prospects in the next
12-24 months due to low EBITDA growth.

In 2020, the company's revenue dropped by 34% year on year to
EUR439 million (on a like-for-like basis excluding the Chinese
subsidiaries that do not form part of the restricted group) because
of the coronavirus pandemic-related disruptions, but its
operational EBITDA (as adjusted by the company) dropped by only 13%
year on year to EUR88 million largely helped by cost control
measures and the insurance claims covering certain event
cancellations of EUR15 million.

The visibility into 2021-22 revenue is supported by the high
proportion of contracted revenue (70% of the forecast 2021 revenue
is already contracted) generated from the agreements that Infront
has already signed with purchasers of rights and services such as
media companies, corporate sponsors and event organizers. Moody's
expects Infront's revenue to recover over 2021-23 to pre-pandemic
levels in 2017-19, driven by the recovery of Summer and Winter
Sports (resumption of badminton and ice hockey events) and Personal
and Corporate Fitness from the pandemic, as well as higher
contributions from digital products. Major cyclical events such as
FIS Ski World Championships 2021 and 2023 and FIFA World Cup(TM)
Qatar 2022 will drive its recovery, accounting for around a third
of its revenue generation over the same period.

However, Moody's expects Infront's operational EBITDA (as adjusted
by the company) to be broadly stable at around EUR80 million over
2021-23 despite healthy revenue growth, because recoveries from
resumed events and growth from digital products are largely
constrained by weak performance from football businesses because of
a new set up of the Lega Serie A media business and contract loss
of the German Football Association (DFB). Besides, rising
acquisition costs from handball and ice hockey will somewhat
pressure its profit margins. As such, the company's reported
operational EBITDA margin will reduce to 10%-12% over 2021-23 from
the exceptionally high 19% in 2020, which was supported by receipt
of certain insurance claims (related to certain event
cancellations) besides good cost control.

Infront's Moody's adjusted gross debt/two-year average EBITDA will
be high at around 6.3x over 2020 and 2021. Over 2022-23, Moody's
expects the company to record only limited deleveraging because of
low EBITDA growth. The company's free cash flow (Moody's adjusted)
will be negative in 2021 because of exceptionally large working
capital needs in the first quarter related to the FIS World
Championships, but will likely turn positive and grow strongly from
2022 onwards. Moody's expects the company to refrain from any
material debt-funded acquisitions over the next few years and
prioritize debt reduction, once it turns free cash flow positive.

LIQUIDITY

Moody's views Infront's liquidity profile as adequate. The company
will have EUR38 million of cash on the balance sheet at transaction
closing and will have access to a EUR50 million committed, undrawn
revolving credit facility (RCF) as of closing of the transaction.
This should be sufficient to support the company's liquidity
requirements over 2021 and 2022. Infront will also have to rely on
its RCF to support its large seasonal working capital swings
(particularly in 2021) as needed. The new debt facilities are
subject to a leverage-based maintenance financial covenant, and
Moody's expects the company to maintain adequate headroom. The next
large debt maturity for Infront will fall in 2026.

ESG CONSIDERATIONS

The company is owned by a strategic investor, Wanda Sports Group
Company Limited, a leading integrated sports marketing company,
that has a long-term investment horizon and does not intend to
extract dividends from Infront over the next 3-5 years. However,
Moody's takes note of the shareholder's tolerance of a high
starting leverage. Also, the Board of Infront comprises of only
members of the Wanda Group and Mr. Philippe Blatter, CEO of
Infront, and it does not benefit from having any non-executive
independent directors.

In the past, reports have appeared in the media citing rumors of
conflicts of interest or nepotism involving Mr. Philippe Blatter,
CEO of Infront and his family relationship with FIFA's former
president, Mr. Sepp Blatter. However, there has never been a direct
link between Infront's long-standing service-provider role to FIFA
and the previous FIFA President. Contracts have always negotiated
by the operational teams. Infront has always firmly rejected these
allegations towards the media. Since the former FIFA president has
stepped down, such rumors have faded away. Infront remains a
trusted service provider to FIFA.

The recent dispute with DFB and an ongoing criminal investigation
(Mohl case) against a former employee relating to "disloyal and
unfaithful business mismanagement" under the Swiss Criminal Code
posed some reputational and commercial challenges for Infront.
Infront's existing term of the contract with DFB were not extended,
where businesses accounted for 3% revenues in 2018-20. Moody's
recognizes that the company swiftly undertook a number of measures
to meaningfully improve its process controls to prevent similar
frauds in future.

STRUCTURAL CONSIDERATIONS

The B3-PD PDR is aligned with the CFR reflective of a 50% recovery
assumption. The Caa2 rating on the EUR100 million of second lien
term loans reflects their subordination to substantial EUR300
million first lien term loan which is rated B2. The RCF rank
pari-passu with the first lien term loan and is rated at B2. The
group's bank debt is secured by share pledges, intercompany
receivables and bank accounts and is guaranteed by operating
subsidiaries accounting for 80% of consolidated EBITDA.

RATING OUTLOOK

The positive outlook reflects Moody's expectation that Infront will
continue to strengthen and broaden its contract portfolio,
translating into, over the next 12-24 months, healthy revenue
growth and positive free cash flow generation from 2022 onwards.

The outlook could be revised to stable if there were signs of
Infront's operational performance negatively deviating from its
business plan in the next 12-24 months or if free cash flow remains
materially negative in 2022.

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

Upward rating pressure could develop with the continued expansion
and diversification of the company's contract portfolio globally in
accordance with its business plan. It would require Infront to
maintain its gross debt/two-year average EBITDA (Moody's adjusted)
at around or below 6.0x and generate healthy free cash flow
(Moody's adjusted- after capex, working capital and dividends) on a
sustained basis.

The rating could come under pressure if Infront were to
substantially lose key contracts with franchise owners or if
significant concerns arise over its ability to secure sufficient
contracts (for example, with sponsors or media partners) to fund
the off-balance sheet commitments well in advance of the respective
events. Finally, the ratings could be downgraded if
Moody's-adjusted debt/two-year average EBITDA rises above 7.0x for
a sustained period or its liquidity significantly deteriorates.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Infront Luxembourg Finance S.a.r.l. is a wholly owned direct
subsidiary of Infront Holding AG and the top most entity of the
restricted group defined under its bank facilities agreement.

Headquartered in Zug, Switzerland, Infront is a provider of sports
marketing services, including media rights management, sponsorships
and media production.

The group's revenue segments comprise Football (30% of 2018-20
revenue), including contractual arrangements with FIFA World
Cup(TM) and national leagues and clubs; Winter Sports (26%),
including skiing, ice hockey and biathlon; Summer Sports (14%),
including handball, basketball, motorsports, etc.; Digital,
Production and Sports Solutions (27%); and Personal and Corporate
Fitness (3%).

Infront generated net revenue of EUR439 million and
company-adjusted operational EBITDA (excluding the Chinese
subsidiaries that do not form part of the restricted group and
reported losses of EUR20 million in 2020) of EUR88 million in 2020
and is a part of Wanda Sports Group Company Limited, a leading
integrated sports marketing company. Wanda Sports Group in turn
forms part of the Chinese conglomerate, Dalian Wanda Group Co.,
Ltd., which has investments diversified in real estate, sports and
movie theatres.

INFRONT LUXEMBOURG: S&P Assigns Prelim. B- Ratings, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' ratings to Infront
Luxembourg Finance S.a.r.l. and the proposed senior secured loan
and a 'CCC' rating to the second-lien PIK instrument.

The final ratings are subject to the final documentation and terms
being in line with its preliminary analysis, and Infront's
successful execution of the carve-out of Chinese subsidiaries,
which S&P excludes from its analysis assuming closing will be
within six months.

The outlook is stable because S&P forecast its adjusted leverage
ratio will reduce over the next year, despite adjusted free
operating cash flow (FOCF) after leases turning negative
temporarily, with no material contract terminations beyond
expectations, an improving operating environment, successful
carve-out of the China business, and adequate liquidity.

The company plans to issue a EUR300 million senior secured term
loan and EUR100 million second-lien payment-in-kind (PIK)
instrument to refinance outstanding bank loans and pay associated
fees; it will also obtain a new senior secured EUR50 million
revolving credit facility (RCF).

The proposed term loan will refinance Infront's current debt
maturing in June 2021.

Infront intends to issue a first-lien senior term loan of EUR300
million and EUR100 million second-lien PIK instrument, alongside a
EUR50 million RCF. The bulk of the proceeds will be used mainly to
refinance EUR373 million of outstanding debt maturing in June 2021.
The new RCF will be undrawn at closing of the transaction.
Therefore, our preliminary ratings remain subject to issuance of
the first- and second-lien debt.

In S&P's base case, it forecasts S&P Global Ratings-adjusted
leverage will exceed 6.0x in 2021.

Alongside the refinancing, Infront's immediate parent, Wanda Sports
Group, has delisted from NASDAQ, plans to deregister shares and
wind up the variable interest entity (VIE) structure under Infront.
Following the deregistration, this structure is no longer required.
The business in China will be carved out in 2021, including Wanda
Sports China and the Infront China operations. S&P said, "Although
both entities posted losses in 2020 due to the pandemic's impact,
we believe they could become profitable again in the medium term.
Therefore, in our view pro forma the separation, Infront's earnings
base will remain smaller than before the pandemic in the medium
term. Consequently, we forecast our adjusted pro forma leverage at
just above 6.0x in 2021, down from 7.7x in 2020 and higher than the
5.0x reported in 2019 including both China businesses."

Infront has secured a sizeable portion of budgeted revenues for
2021 and 2022 in a competitive industry.

Infront operates in the cyclical and highly competitive sports
marketing and media industry. Revenues and earnings from special
sporting events--such as the FIFA World Cup that do not occur every
year--are volatile, and the company relies on key contractual
relationships with suppliers (sports rights owners) as well as
users of its marketing services and media content. Moreover, rights
holders typically retain payment guarantees over the term of a
contract, resulting in earnings-shortfall risk if contracts are not
as lucrative as expected. These weaknesses are partly mitigated by
Infront's leading position in the European sports marketing
industry, behind Imagina, which is owned by Joye Media SLU; a
degree of customer diversification across different sports
segments; historically prudent contract management, with no major
earnings shortfalls; and medium-to-long-term contracts with
suppliers and customers that provide good revenue visibility. More
than 80% of revenue is already secured from existing rights
purchase agreements and service contracts over the next five years,
with secured and contracted revenue at about 70% of budgeted
revenue for 2021 and 45% for 2022.

Despite the high share of contracted revenue, Infront has
relatively small scale and weak margins, in our view.

In 2020, Infront generated S&P Global Ratings-adjusted funds from
operations (FFO) of EUR38.6 million, before working capital
movements, cash taxes, capital expenditure (capex), finance leases,
and earn outs. S&P said, "In our base case, we forecast the group
will generate EUR40 million-EUR50 million of FFO annually in 2021
and 2022. Additionally, we expect Infront's FOCF to be negative in
2021 and 2022 after leases and contracted earn outs, placing its
credit quality at the weak end of the spectrum compared with
similarly rated peers'. Although we consider Infront to have a
relatively capital-light model, the scale of cash flow generation
and forecast FOCF is low in absolute terms and could result in the
capital structure becoming unsustainable if the group were to
experience material adverse events without mitigation.
Additionally, our adjusted EBITDA margins for Infront were below
12% in 2019 and 2020, and likely to remain close to this level in
2021-2022 in our base case. Although w generally classify margins
below 20% as weak in the leisure sector, we note that Infront's
margin is similar to that of direct peers in the agency segment."

Infront has some business concentrations, and the financial health
of sports market participants remains fragile.

More than 90% of contracted clients were based in Europe in 2020
according to Infront's audited accounts. Additionally, despite
having diverse end customers and sporting segments, the client base
remains highly exposed to the global sports media sector, including
live events and the sponsorship segments. During 2020, COVID-19
hurt the leisure sector and the live sports market in particular.
Hence S&P considers the broader ecosystem of business partners to
be vulnerable. Market participants in the sports sector continue to
seek ways to reduce costs and manage working capital, which could
also affect Infront through, for instance, business partners'
working capital management actions, requests for contract
renegotiations, or bad debts of related parties. However, Infront
managed the situation without a substantial negative impact in
2020.

Nonrenewal of two important contracts limit earnings upside beyond
2022 and growth forecasts in certain segments.

While Infront's client base is more diversified than Joye Media's,
which is more reliant on contracts in football, the nonrenewal of
two of their five most important contracts is significant.
Infront's advisory contracts with the Italian football league and
the German football association will end or shrink during 2021 and
2022, respectively. These contracts represented 30%-40% of gross
profit in an average year. S&P said, "In our view, this will mainly
affect the group's earnings base from 2023. We expect that the
group will likely renew most other expiring contracts and gain new
business. As a consequence, our adjusted leverage ratio will likely
remain at 6.4x-6.8x over the medium term. Moreover, FOCF after
leases will stay low and be only slightly positive in 2022, which
may not be sufficient to cover planned bolt-on acquisitions and
earn-out payments of EUR5 million-EUR15 million a year for the next
few years. We believe FOCF will more comfortably cover such
payments from 2023. Planned new business will stem from the summer
sports, football, and personal and corporate fitness segments,
among others, and in some cases will require successful execution
of new products and services."

The relationship-based sports marketing business requires a
stringent control and governance structure, which has not always
been the case with Infront, in S&P's view.

The sports marketing sector relies on the relationship between a
company's employees and rights holders, as well as the company's
ability to compete against other bidders. S&P said, "In our view,
the sector can be prone to misconduct potentially involving
competitors, authorities, or customers. Therefore, we believe that
a solid governance structure and control mechanisms are important
perquisites for successful operation. Infront has never been
convicted of misconduct. Despite this, in 2019 one former senior
manager of the firm was involved in fraudulent activity while
employed at Infront, resulting in financial damage for the company.
The relationship with the involved rights partner will end. The
parent company, Wanda Sports has also cited weakness of internal
controls in its group accounts from 2019, specifically the division
of duties, which also refers to this incident at Infront. Several
critical measures to address these weaknesses have been
implemented, including separation of duties between the contract
acquisition and execution departments, centralized invoicing,
electronic billing, and contract approval. However, we would have
expected such controls to have already been in place. As a result
of all these factors, we assess the group's governance structure as
weak for now but acknowledge recent improvements made.

"The CEO's extensive industry experience is positive, but could
pose a degree of key person risk in our view.

"Phillipe Blatter has been Infront's CEO since 2005, and in our
view his established solid relationships with partners, experience
of operations, and indepth understanding of Infront's corporate
structure benefits the group. Mr. Blatter is also the only
operational and executive company representative on the board.
Although we understand the group has experienced executives in
other key functions, such as a dedicated senior relationship
manager for each sport segment and established relationships with
sports associations, we see a degree of key person risk. This is
not unusual among companies we rate, but we note that the industry
is critical to client relationships and the loss of a long-standing
CEO could pose a specific risk in our view, albeit not in the
foreseeable future."

COVID-19-related disruptions affected operating performance 2020
but not as badly as expected.

The second quarter of 2020 saw most global professional sporting
events either cancelled or postponed. Most mass participation sport
events did not happen last year. This resulted in a revenue decline
in the group's personal and corporate fitness segment. The pandemic
also led to the cancellation of some winter and summer sport
events, and hampered Infront's digital production and sports
solution business. Overall, the decline was not as steep as
expected because professional sport events occurred in Europe and
North America after the second quarter of 2020. Sales and revenue
dropped by only around 30% (excluding China) in 2020, with the
bottom line supported by cost-saving measures. For 2021, S&P
expects almost all professional sports events to take place,
including the European football championship, with some
cancellations in ice hockey that were decided in 2020; therefore
revenue is likely to rebound. However, disruptions in mass
participation events will likely continue in 2021, but this segment
represented only about 5% of the group's sales before the
pandemic.

Uncertainty remains, and cancellation of professional sport events
is a risk for the remainder of 2021.

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's ratings are preliminary only, and should not be construed as
evidence of final ratings.

S&P said, "The final ratings will depend, not only on Infront's
execution of the planned carve-out of China business within six
months, but also on our receipt of final financing documentation on
terms in line with our preliminary analysis. If we do not receive
final documentation within a reasonable time frame, or if the final
documentation departs from materials reviewed, we reserve the right
to withdraw or revise our ratings. Potential changes include, but
are not limited to, use of loan proceeds; maturity, size, and
conditions of the loans; financial and other covenants; and debt
ranking.

"The stable outlook reflects our forecast that in the next 12
months Infront will reduce S&P Global Ratings-adjusted leverage and
FFO to debt will improve to almost 10% in 2021, despite adjusted
FOCF after leases reducing to about negative EUR45 million before
returning to positive in 2022.

"Additionally, we assume no material contract terminations, renewal
of the bulk of existing contracts, limited postponement of
professional sports events in 2021, a rapidly improving economic
environment in the second half of 2021 after widespread
vaccinations in Europe, successful and timely separation of the
current Infront subsidiaries in China within six months, and
adequate liquidity resources.

"We could lower our ratings on Infront in the next 12 months, if in
our view, the company's capital structure had become unsustainable,
Infront was more reliant on favorable economic and business
conditions to meet its financial commitments, or we envisaged
specific default events. Since we see limited rating headroom,
underperformance relative to our base case, for instance due to
more severe COVID-19-related disruptions or a loss of material
contracts, could be an indication of this." S&P could lower the
ratings if:

-- Infront's leverage does not reduce and S&P Global
Ratings-adjusted debt to EBITDA increases toward 7.0x.

-- FOCF after lease-related payments is below its base case of
EUR45 million and unlikely to return to positive in 2022.

-- Liquidity weakens.

-- In S&P's view, there was a higher risk of specific default
events or a selective default occurring.

S&P sees a positive rating action as unlikely over the next 12
months, given Infront's highly leveraged capital structure and thin
cash generation. However, it could raise the rating over the longer
term if:

-- S&P's adjusted debt to EBITDA figure reduced to 5x and Infront
made a financial policy commitment to keep leverage comfortably
below this level;

-- Infront demonstrated a track record of material FOCF after
leases and earn-out payments; and
-- Continued to show improvements in internal controls, with no
adverse legal actions or loss of material contracts.

The above would likely need to be accompanied by a stable
macroeconomic backdrop, and evidence of a sustainable track record
of organic revenue, earnings, and margin growth.




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

GLOBAL LIMAN: Fitch Lowers USD250MM Sr. Unsec. Notes Rating to 'C'
------------------------------------------------------------------
Fitch Ratings has downgraded Global Liman Isletmeleri A.S.'s (GLI)
USD250 million senior unsecured notes due 2021 to 'C' from 'CC'.

GLI is a wholly owned subsidiary of Global Ports Holding Plc
(GPH).

RATING RATIONALE

The downgrade reflects Fitch's view that the prospects of
refinancing of the notes at capital-market conditions have further
deteriorated since Fitch's last rating action in January 2021 when
the agency downgraded the notes to 'CC' from 'B'. Fitch believes
that capital market-based refinancing of the notes may not be
viable and the time window to find an alternative financing
solution outside formal bankruptcy or insolvency is narrowing.

On 6 April 2021 the company withdrew the UK scheme of arrangement
as it could not reach an agreement with creditors. Immediately
after the withdrawal, GLI launched a new cash tender offer to
buy-back up to USD75 million of the outstanding notes at
potentially less than the par value. In Fitch's view, the whole
process constitutes a distressed debt exchange (DDE) and indicates
the issuer's intention to obtain a material reduction of the notes'
terms to avoid a traditional payment default.

On completion of the full refinancing process of the notes, which
if still classified as a DDE, Fitch would downgrade GLI's notes to
'D'. If new notes or debt are issued and once sufficient
information is made available, Fitch will re-rate the new debt
based likely on the consolidated GPH's prospects and amended
capital structure, risk profile and prospects.

KEY RATING DRIVERS

Reduction in Noteholders' Terms

As part of the refinancing, GLI announced on 7 January 2021 an
exchange of the existing notes for new notes through a UK scheme of
arrangements under Part 26 of the Companies Act 2006.

Although GLI withdrew the scheme of arrangements on 6 April 2021,
GLI's noteholders faced a real possibility of material reduction in
the terms of the notes as the proposal included an extension of
maturity, a reduction in interest rate, an introduction of interest
deferral through payment-in-kind provisions and a simultaneous cash
tender where existing noteholders could receive less than the par
value of their notes. The scheme was withdrawn as the company could
not reach an agreement with the key noteholders.

On 7 April 2021, GLI launched a new offer to buy up to USD75
million of the notes using proceeds from the sale of Ortadogu
Antalya Liman Isletmeleri (Port Akdeniz). The purpose of the offer
is to enable GLI to acquire and subsequently cancel a portion of
the notes, reducing the outstanding principal amount of the notes
and overall interest expense. Although noteholders are not obliged
to participate in the cash tender, Fitch believes that noteholders
may receive less than the par value of their notes. The expiration
deadline for the offers to be submitted is 16 April and GLI is
expected to announce whether it will accept tenders of the notes on
19 April.

Refinancing Proposals to Avoid Payment Default

The pandemic has brought cruise operations effectively to a
standstill and GLI's existing liquidity will not be sufficient to
fully repay the notes when they mature on 14 November 2021. If a
refinancing solution or alternative sources of funding are not
found, the company will not be able to pay existing noteholders in
line with the notes' terms. Fitch believes that both the withdrawn
scheme of arrangements and the new tender offer are aimed at
avoiding such a scenario.

Fitch understands from management that GLI is in the advanced
stages of securing additional liquidity but there is no formal
agreement for such alternative financing and the agency has not
been presented with tangible results of such negotiations to date.

Stretched Liquidity due to Refinancing

GPH's cash balances as of end-February 2021 are insufficient to
cover debt service including the bullet repayment on the notes,
other principal amortisations and interest payments of the group in
2021. Bridging the funding gap during a time of difficult trading
conditions will be challenging.

Near-Term Prospects Cloudy

The Covid-19 pandemic has had an unprecedented impact on mobility.
The suspension of cruise vessel sailings in most regions resulted
in a dramatic decline in passenger traffic and deterioration in the
group's credit profile.

Fitch expects minimal activity at the group's cruise ports to
resume in 1H21 or even later, followed by a slow ramp-up in
performance as mobility restrictions are gradually lifted and
vessels return to service. However, Fitch does not expect a full
recovery of cruise passenger volumes to 2019 levels until at least
2024.

RATING SENSITIVITIES

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

-- A full refinancing of the outstanding notes due in November
    2021.

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

-- Completion of the DDE process;

-- Uncured payment default on the notes.

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

GLI is a wholly owned subsidiary of GPH, the world's largest
independent cruise port operator.

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

CAFFE NERO: Issa Brothers Close in on Takeover Deal
---------------------------------------------------
James Warrington at City A.M. reports that the billionaire brothers
behind Asda are said to be closing in on a takeover deal for Caffe
Nero after buying up the ailing coffee chain's debts.

Mohsin and Zuber Issa have bought roughly GBP140 million of loans
from Swiss private equity firm Partners Group via investment bank
Morgan Stanley, City A.M. relays, citing the Sunday Telegraph.

The deal puts the tycoons in prime position to take control of
Caffe Nero if the company were to default on its loans, City A.M.
notes.

According to City A.M., sources told the newspaper that Partners
Group had written to Caffe Nero boss Gary Ford warning that they
were concerned about the state of the company's finances.

The private equity firm is understood to have told Ford that the
coffee shop was at risk of breaching its banking covenants and will
struggle to refinance GBP145 million of senior ranking debts that
are due to be repaid next year, City A.M. discloses.

In November, Caffe Nero launched a company voluntary arrangement
(CVA) to restructure the firm after a sharp downturn in trading
caused by the pandemic, City A.M. recounts.

The move was almost derailed by the Issas, who submitted a
last-minute bid to buy the company outright, City A.M. states.
While the offer was rejected, the CVA remains subject to a legal
challenge, City A.M. notes.

"We have had a successful winter and spring trading and are
generating positive cash flow and are ahead of forecast for the
last five months," a City A.M. quotes Caffe Nero spokesperson as
saying. "We are forecasting no covenant issues in our projections
over the next 12 months and we look forward to an even brighter
future post May 17 when we open up our cafes fully to the public."


FOOTBALL INDEX: Gov't. to Appoint Independent Expert to Lead Probe
------------------------------------------------------------------
Mirage reports that the UK government will appoint an independent
expert to lead the review into Football Index, which is understood
to have had many thousands of customers, with some having lost very
large sums of money as a result of its demise.

Football Index, operated by BetIndex Ltd, had a model that allowed
customers to buy "shares" in footballers and receive returns based
on their performance.

It entered into administration in March with the Gambling
Commission suspending the firm's operating license shortly after,
Mirage recounts.

As well as establishing how the firm collapsed and identifying any
lessons to be learned, the review will look at the decisions and
actions of the Gambling Commission, which licenses and regulates
the gambling industry, Mirage discloses.

The findings will be made public in the summer and they will form
part of the evidence informing the wider review of the Gambling
Act, Mirage states.  A White Paper setting out findings and
proposals for reform of the Act will be published by the end of the
year, Mirage notes.

According to Mirage, Minister for Gambling and Lotteries John
Whittingdale said:

"We know how difficult it has been for people affected by the
collapse of Football Index with some losing significant sums of
money.  We are setting up an independent inquiry so that we can
find out how this happened.

We are determined to ensure that regulators have the right tools to
protect customers and to deal with novel products.  The gambling
landscape is evolving rapidly and so we are also taking action by
reviewing the Gambling Act to make sure our laws are fit for the
digital age."

The review will also look at the work of other relevant regulators,
to provide a clear account of how Football Index's activities were
regulated and identify if there are areas for improvement in how
complex products are treated, Mirage says.

The period under review is September 2015 to March 11, 2021, which
is when the Gambling Commission suspended BetIndex's license after
concerns over customer funds, Mirage notes.


GENUS UK: Norfolk Council Writes Off More Than GBP50,000 Debts
--------------------------------------------------------------
George Thompson at Eastern Daily Press reports that a Norfolk
council has been forced to write off a fashion chain's debts worth
more than GBP50,000.

Norwich City Council agreed to write off the business rate debts of
Genus UK Ltd, the owners of the Select clothing stores after the
company entered a corporate voluntary arrangement (CVA), Eastern
Daily Press relates.

According to Eastern Daily Press, a report to the council's cabinet
said the write-off was worth GBP53,735.56, with the company having
paid off just GBP839.83 of its debts.

Across the UK the company owed almost GBP10 million, Eastern Daily
Press discloses.


GREENSILL CAPITAL: MPs to Investigate Lobbying Activities
---------------------------------------------------------
Sam Blewett and David Hughes at PA report that David Cameron and
Rishi Sunak have been sent a series of demands by a parliamentary
inquiry into the former prime minister's lobbying activities for
Greensill Capital.

The Commons Treasury Committee wrote to the pair on April 20,
setting a May 6 deadline to answer the questions ahead of a
possible appearance before MPs over the controversy, PA relates.

It is one of the inquiries launched after it emerged Mr. Cameron
sent text messages to the Chancellor as he sought to gain access to
Government-backed coronavirus loans for his employer Greensill, PA
notes.

The cross-party panel of MPs also want to question Lex Greensill,
the boss of the firm which collapsed into administration in March,
PA discloses.

The Bank of England, Financial Conduct Authority and UK Government
Investments also faced questions in the probe into the failure of
Greensill and its attempts to lobby the Government, PA  states.

According to PA, in his letter to Mr. Sunak, Treasury Committee
chairman Mel Stride called for a full timeline of contacts that
Treasury officials and ministers had with Mr. Cameron and other
Greensill representatives.

The senior Tory MP also asked Mr. Cameron for the full texts that
he sent the Chancellor, which the Treasury has not published, PA
relays.

A series of investigations have been launched into the role Mr.
Cameron played in securing Whitehall access for Mr. Greensill,
whose firm's collapse risks thousands of jobs, particularly in the
steel sector, PA recounts.

The Commons Public Administration and Constitutional Affairs
Committee gave details of its investigation into the lobbying row,
which will look at whether existing rules and penalties are tough
enough, PA discloses.

The terms of reference published by the committee note the collapse
of Greensill Capital and revelations about its relationship with
ministers and Whitehall "have raised significant concerns about the
propriety of governance in this country" which "risks undermining
public trust", PA relays.

According to PA, the MPs will examine whether codes of conduct for
ministers, special advisers and officials are effective, how
conflicts of interest are managed and whether the business
appointment rules are broad enough.

The committee will also examine how lobbying should be regulated
and consider the issues around the use of consultants and
contractors in government, PA notes.

The Prime Minister has asked lawyer Nigel Boardman to investigate
after it emerged that former government procurement chief Bill
Crothers worked as an adviser for Greensill Capital while in his
Whitehall job, PA relates.

Mr. Greensill, which collapsed in March, also employed Mr. Cameron,
who lobbied ministers on behalf of the firm, according to PA.


HOUSE OF FRASER: Bournemouth Store Up for Sale for GBP5 Million
---------------------------------------------------------------
Darren Slade at Daily Echo reports that the home of Bournemouth's
House of Fraser store is on the market for around GBP5 million.

The Old Christchurch Road building is being marketed as a "prime
town centre redevelopment/investment opportunity", Daily Echo
discloses.

According to Daily Echo, estate agents say it could be used for
residential or student accommodation, a hotel or leisure, as well
as retail.

Their sales brochure reveals that House of Fraser is currently
paying five per cent of its turnover as rent, Daily Echo notes.

Joint agents Goadsby and Knight Frank say the premises offer
"numerous development and asset management opportunities" and
offers of at least GBP4.95 million are being sought, Daily Echo
relates.

Directors of SDI (Propco 73) include Mike Ashley, the Sports Direct
boss who bought House of Fraser's assets when the department store
chain went into administration in August 2018, Daily Echo states.

"The property is let on flexible terms offering the purchaser an
exciting opportunity to reposition the property for a variety of
uses including residential, student accommodation, hotel, retail
and leisure uses, subject to planning," Daily Echo quotes the
agents as saying.

Bournemouth's House of Fraser faced closure in 2018, when previous
owners put the branch on a list of 31 to be axed in a bid to save
the business, Daily Echo recounts.  But the plan changed after the
company went into administration and was bought by Mr. Ashley,
Daily Echo relays.


PILKINGTON SOLICITORS: Goes Into Administration
-----------------------------------------------
John Hyde at The Law Society Gazette reports that Pilkington
Solicitors, a Liverpool law firm which offered to help other
practices escape the personal injury market, has itself been placed
into administration.

The law firm, trading as Pilkington Shaw Solicitors, was put in the
hands of administrators Andrew Poxon and Mike Dillion from
financial firm Leonard Curtis at the end of March, The Law Society
Gazette relates.

It is understood that a buyer has been found for the firm's work in
progress but there has been no update about what happened to the
remaining staff, The Law Society Gazette discloses.

According to the most recent accounts, for the year ending March
31, 2019, the firm employed 25 people, The Law Society Gazette
notes.

The Pilkington Shaw accounts shows that as of March 2019, the firm
owed GBP2.26 million to creditors within one year -- up from
GBP1.84 million the previous year, The Law Society Gazette states.
Amounts owed had also risen from GBP1.67 million to GBP2.23
million, The Law Society Gazette relays.  


SWINDON TOWN: Court Bans Chairman from Selling Insolvent Club
-------------------------------------------------------------
Swindon Advertiser reports that the Swindon Town chairman's latest
attempt to sell the club was frustrated -- for now -- as a court
heard the football club was "hopelessly insolvent".

According to Swindon Advertiser, at the High Court, a judge was
told the League One side would need GBP2.8 million cash in the four
months to the end of June and had last month taken a loan from the
football league to help pay the club's wage bill.

Swindon Town chairman Lee Power had hoped Judge Thompsell would
overturn an earlier injunction banning him from selling the club
without the permission of alleged 50% shareholder and football
agent Michael Standing, and another order preventing him from
placing the club into administration, Swindon Advertiser relates.

Mr. Power hopes to sell the Swindon side to American company AC
Sports Wiltshire LLC, better known as Able and run by Boston men
Bill Keravuori and John Everly, Swindon Advertiser discloses.  It
was said the club would be sold for GBP1, although Able planned to
invest several million pounds in the club, Swindon Advertiser
notes.

Lawyers for Mr. Standing and 15% shareholder Clem Morfuni sought to
block Mr. Power's attempt to lift both orders.  Mr. Morfuni's
company, Axis Football Investment Ltd, is keen to buy the club,
Swindon Advertiser relays.  It has offered to invest GBP250,000 --
although a letter to Mr. Power's representatives asking for more
details of Able's offer had gone unanswered, Swindon Advertiser
states.

Judge Thompsell, the deputy High Court judge hearing the case on
April 19, likened the situation to a car speeding headlong towards
a wall with Mr. Morfuni and Mr. Standing trying to pull the
steering wheel one way and Mr. Power attempting to turn the car the
other way, Swindon Advertisers states.

According to Swindon Advertiser, he told lawyers Hannah Thornley,
for Mr. Power, and Colin West QC, for Mr. Standing and Axis, in his
order: "Unless one of them lets go or is made by the court to let
go the car will hit the wall."

Judge Thompsell kept the ban on Mr. Power selling the club or
placing it into administration and gave him until April 30 to
provide documents to help Axis finalize their bid, Swindon
Advertiser discloses.  Axis and Mr. Standing will continue to
provide financial support to the club to cover cash flow, Swindon
Advertiser notes.  The case is expected to return before the judge
in mid to late-May, Swindon Advertiser says.


TOGETHER ASSET 2021-CRE1: DBRS Finalizes BB Rating on Cl. X Notes
-----------------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings on the
following classes of notes issued by Together Asset Backed
Securitization 2021-CRE1 Plc (TABS 2021-CRE1 or the Issuer):

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (low) (sf)
-- Class X Notes at BB (sf)

The final ratings assigned to Class B through Class E Notes differ
from the provisional ratings because of the tighter spreads and
step-up margins on Class B through Class E Notes. Additionally the
proportion of loans secured by land decreased to 3.8% from 4.9%.
The effect of this reduction was to decrease the under
collateralization assumed in DBRS Morningstar's cash flow
analysis.

The final rating on the Class A Notes addresses the timely payment
of interest and the ultimate repayment of principal on or before
the final maturity date. The final ratings on the Class B, Class C,
Class D, and Class E Notes address the timely payment of interest
once most senior and the ultimate repayment of principal on or
before the final maturity date. The final rating on the Class X
Notes addresses the ultimate payment of interest and repayment of
principal by the final maturity date. DBRS Morningstar does not
rate the Class Z Notes.

TABS 2021-CRE1 is the first public securitization issuance backed
by small balance commercial assets originated by Together
Commercial Financial Services Limited (TCFL). The portfolio of
loans comprises of first- and second-lien mortgage loans, secured
by commercial, mixed-use, and residential properties located in the
United Kingdom.

The Issuer issued five rated tranches of collateralized
mortgage-backed securities (Class A to Class E Notes) to finance
the purchase of the initial portfolio. Issuance proceeds from the
unrated Class Z Notes were used to partially purchase the initial
portfolio and the remaining proceeds were used to fund the general
reserve fund (GRF) and the Class A liquidity reserve fund (LRF).
Additionally, TABS 2021-CRE1 issued one class of uncollateralized
notes, the Class X Notes, which will amortize using excess revenue
funds.

The GRF will amortize in line with the portfolio and will be
available to provide credit and liquidity support to the Class A to
Class E Notes. The GRF will be fully funded at close at 2.0% of the
initial portfolio balance less the LRF. The LRF will provide
liquidity support for the Class A Notes, as well as senior items on
the pre-enforcement revenue priority of payments and will be sized
equal to 1.5% of the Class A Notes. Additionally, the notes will be
provided with liquidity support from principal receipts, which can
be used to cover interest shortfalls on the most-senior class of
notes, provided a credit is applied to the principal deficiency
ledgers, in reverse sequential order.

As of February 26, 2021, the portfolio consisted of 1,135 loans
provided to 1,113 borrowers. The average outstanding principal
balance per borrower is GBP 179,980, aggregating to a total
provisional portfolio of GBP 200.3 million. Approximately 51.3% of
the loans are either fully or partially borrower-occupied with
58.3% of the portfolio provided to self-employed borrowers. Less
than sixty percent of the portfolio is scheduled to only pay
interest on a monthly basis, with principal repayment concentrated
in the form of a bullet payment at the maturity date of the
mortgage (58.9% of the loans in the pool are interest only).
Furthermore, the provisional portfolio contains 4.6% of second-lien
loans and loans with a prior County Court Judgment comprise 10.0%.

The mortgages are high-yielding with a weighted-average coupon of
7.6% and newly originated with a weighted-average seasoning of 23.9
months. The weighted-average current loan-to-value (CLTV) ratio of
the portfolio is 54.7%, with 0.77% of loans exceeding 75% CLTV. No
loans in the portfolio are three months or more in arrears.

The majority of the initial portfolio (98.7%) is loans that pay a
floating rate of interest linked to a standard variable rate set by
TCFL. The remaining 1.3% of the portfolio is loans that currently
pay an initial fixed rate of interest that will switch to a
floating rate of interest indexed to Bank Base Rate (BBR).The rated
notes are all floating rate linked to Sterling Overnight Index
Average (Sonia). The basis rate mismatch will remain unhedged.

DBRS Morningstar's methodology calculates a risk segment for each
loan. To account for the non-residential nature of this portfolio,
the risk segment has been increased to a higher segment than
otherwise would have been calculated for each loan.

Elavon Financial Services DAC, UK Branch (Elavon UK), will hold the
Issuer's transaction account. Based on the DBRS Morningstar private
rating of Elavon UK, the downgrade provisions outlined in the
documents, and the transaction structural mitigants, DBRS
Morningstar considers the risk arising from the exposure to Elavon
UK to be consistent with the ratings assigned to the rated notes as
described in DBRS Morningstar's "Legal Criteria for European
Structured Finance Transactions" methodology.

DBRS Morningstar based its ratings on a review of the following
analytical considerations:

-- The transaction's capital structure and form and sufficiency of
available credit enhancement.

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
Morningstar calculated probability of default (PD), loss given
default (LGD), and expected loss (EL) outputs on the mortgage
portfolio, which are used as inputs into the cash flow tool. The
mortgage portfolio was analyzed in accordance with DBRS
Morningstar's "European RMBS Insight: UK Addendum".

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, and Class X Notes according to the terms of the transaction
documents.

-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents.

-- DBRS Morningstar's sovereign rating on the United Kingdom of
Great Britain and Northern Ireland at AA (high) with a Stable trend
as of the date of this press release.

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology and the presence of legal opinions
addressing the assignment of the assets to the Issuer.

The transaction structure was analyzed using Intex DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many structured
finance transactions, some meaningfully. The ratings are based on
additional analysis and, where appropriate, adjustments to expected
performance as a result of the global efforts to contain the spread
of the coronavirus. For this transaction, DBRS Morningstar
incorporated a moderate reduction in property values, and conducted
additional sensitivity analysis to determine that the transaction
benefits from sufficient liquidity support to withstand potential
high levels of payment holidays in the portfolio.

Notes: All figures are in British pound sterling unless otherwise
noted.


VIRGIN MEDIA: Fitch Keeps BB+ Senior Sec. Rating, Removed From UCO
-------------------------------------------------------------------
Fitch Ratings has taken ratings actions on the debt ratings of
Virgin Media Inc. (BB-/Stable), VMED O2 UK Limited (BB-/Stable),
Telenet Group Holding N.V (BB-/Stable), UPC Holding BV
(BB-/Negative), and Talktalk Telecom Group PLC (BB-/Stable). These
affected ratings - senior secured ratings, vendor financing notes
and senior unsecured ratings - have all been removed from Under
Criteria Observation (UCO).

The ratings were placed on UCO on 9 April 2021 following the
conversion of Fitch Rating's Corporate Recovery Ratings and
Instrument Ratings Criteria Exposure Draft to Final.

Fitch has also assigned final instrument ratings to VMED O2 UK's
senior secured notes and secured term loans. The assignment of the
final rating follows the receipt of documents conforming to
information already received.

KEY RATING DRIVERS

The key rating drivers for the companies named below are those
outlined in the respective latest Rating Action Commentary (RAC).

Senior Secured Debt Ratings:

The senior secured ratings of Virgin Media, VMED O2 UK, Telenet and
UPC remain at BB+' but their Recovery Ratings (RR) have been
changed to 'RR2' from 'RR1'. Their senior secured ratings still
remain two notches higher than their Issuer Default Ratings (IDRs)
of 'BB-,' in line with the final Corporate Recovery Ratings and
Instrument Ratings Criteria. For issuers with IDRs of 'BB+' to
'BB-', RRs and instrument notching will be assigned based on a
newly introduced rating grid under the final criteria (see a
summary of the changes introduced by the new criteria in "Fitch
Rtgs Publishes Final Corp Recovery Ratings and Instrument Ratings
Criteria", dated 9 April 2021).

Vendor Financing Notes:

Virgin Media's vendor financing notes - rated 'B+'/ 'RR5' - were
placed on Rating Watch Negative (RWN) on 8 Sep 2020. This was to
reflect the likely downgrade of this instrument rating to 'B'/
'RR6' due to lower recoveries at the group's vendor financing debt
class. The amount of senior secured debt ranking ahead of the VF
debt increased when a new financing was put in place during the
creation of the joint venture of Virgin Media's UK operations and
Telefonica UK's mobile business. However, according to Fitch's
final criteria, these VF notes will remain at 'B+'/'RR5' and
therefore the Rating Watch has been removed. Recoveries for the VF
debt are weak given the large amount of prior-ranking senior
secured debt but they are still rated one notch higher than senior
unsecured debt due to their relative structural seniority.

Senior Unsecured Ratings:

The senior unsecured rating of TalkTalk remains at 'BB-' but its RR
has been changed to 'RR4' from 'RR3', in line with the 'BB'
category rating grid in the final criteria. The senior unsecured
ratings and RRs for Virgin Media, VMED O2 UK and UPC however remain
unchanged at 'B'/ 'RR6', with the senior unsecured remaining two
notches below their respective IDRs. The ratings are lower than
stated in the new criteria as these debt instruments are
subordinated in their companies' multi-tier capital structures, and
have a lower ranking of claim on enterprise value in a distressed
scenario behind significant amounts of prior- ranking debt.

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.


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


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