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

                          E U R O P E

          Thursday, April 22, 2021, Vol. 22, No. 75

                           Headlines



F I N L A N D

AMER SPORTS: Moody's Alters Outlook on B3 CFR to Stable


F R A N C E

EUROPCAR MOBILITY: Moody's Affirms Caa2 CFR on Debt Restructuring
PICARD BONDCO: Moody's Rates New EUR260MM Sr. Unsec. Notes Caa1


G E R M A N Y

GRUNENTHAL PHARMA: Fitch Assigns 'BB(EXP)' LT IDR, Outlook Stable
GRUNENTHAL PHARMA: Moody's Assigns First Time B1 CFR


G R E E C E

ALPHA BANK: Fitch Assigns 'CCC+' LT IDR, Outlook Positive
ALPHA BANK: Moody's Assigns Caa1 Bank Deposit Rating, Outlook Pos.
MYTILINEOS SA: Fitch Affirms 'BB' LT IDR, Alters Outlook to Stable


I R E L A N D

AURIUM CLO V: Moody's Assigns B3 Rating to EUR14.3M Class F Notes
ORLA KIELY: Administrators Due to Secure Extra Licensing Royalties
[*] IRELAND: Covid-Hit Firms Won't Survive Once Supports Removed


L U X E M B O U R G

MODULAIRE INVESTMENTS: Fitch Alters Outlook on 'B' LT IDR to Stable
PICARD BONDCO: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.


N E T H E R L A N D S

BOELS TOPHOLDING: Fitch Alters Outlook on 'BB-' LT IDR to Stable


S P A I N

BANCAJA FTA: Moody's Ups EUR16.1M Class D Notes Rating to Ba2 (sf)


S W E D E N

ORIFLAME INVESTMENT: Fitch Raises LT IDR to 'B+', Outlook Stable


S W I T Z E R L A N D

HERENS MIDCO: Moody's Assigns B3 CFR, Rates Sr. Unsec. Notes Caa2
ORIFLAME HOLDING: Moody's Alters Outlook on B1 CFR to Stable


T U R K E Y

PEGASUS HAVA: Fitch Assigns First-Time 'BB-' LT IDRs, Outlook Neg.


U N I T E D   K I N G D O M

FLYBE LTD: In Dispute with IAG Over Heathrow Landing Slots
GAMESYS GROUP: Moody's Puts Ba3 CFR Under Review for Downgrade
HONOURS PLC 2: Moody's Ups GBP18M Class C Notes Rating to B2 (sf)
LIBERTY STEEL: Labour Party Urges Gov't. to Step in to Rescue Firm
SEA VIEW: Undergoes Liquidation Following Collapse

UTILITY ALLIANCE: Owed Creditors GBP4.2MM at Time of Collapse
[*] UK: New Rules on Pre-pack Administrations Set to Take Effect

                           - - - - -


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F I N L A N D
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AMER SPORTS: Moody's Alters Outlook on B3 CFR to Stable
-------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the ratings of Amer Sports Holding 1 Oy's, a global
sporting goods company. Concurrently, Moody's has affirmed the
company's B3 corporate family rating and B3-PD probability of
default rating. Moody's has also affirmed the B3 ratings on the
EUR1,800 million guaranteed senior secured term loan B tranches due
2026 and the EUR315 million guaranteed senior secured revolving
credit facility due 2025, both borrowed by Amer Sports' subsidiary
Amer Sports Holding Oy.

"The stabilization of the outlook reflects our expectation that
Amer Sports' operating performance will gradually recover from the
unprecedented shortfall in sales and earnings which hit the company
during 2020 owing to the coronavirus outbreak," says Giuliana
Cirrincione, Moody's lead analyst for Amer Sports.

"While the company's credit metrics will remain weak over the next
12-18 months, the change in outlook to stable from negative also
reflects the recovery potential supported by its strong business
profile and its improved liquidity profile, supported by a healthy
cash balance and the cash proceeds from the recent sale of its
fitness equipment business," adds Mrs. Cirrincione.

RATINGS RATIONALE

Amer Sports' operating performance in 2020 was severely hurt by the
coronavirus outbreak, with a drop in sales and company-adjusted
EBITDA (i.e. before non-recurring items and IFRS 16 impact) of 16%
and 23%, respectively, compared to 2019. Consumer demand for sports
apparel, footwear and individual ball sports equipment rebounded in
the second half of 2020, supported by retail growth in China and
strong e-commerce expansion. However, this was not enough to offset
the decline in other business segments like winter sports, team
ball sports, sports instruments and fitness equipment, which are
more exposed to social distancing rules and restrictions imposed to
curb the pandemic.

As a result, Amer Sports' financial leverage, measured as Moody's
adjusted gross debt to EBITDA, increased to 10x in 2020 from 8.4x
in 2019, and Moody's adjusted EBIT margin fell to 2.9% from 6.4%.
Positively, the drop in profitability was mitigated by the
company's ability to achieve net operating costs savings of EUR120
million savings, while at the same time continuing its retail
expansion plan in China.

Moody's expects the company's sales will grow by around 10% in
2021, as the positive momentum seen in the second half of 2020 will
likely continue. Growth will come mainly from the US and Chinese
markets, and trading conditions in EMEA should be supported by the
high savings rate among high-earners and continuing pent-up demand.
However, the extension of lockdown measures across Europe still
represents a key downside to the company's recovery prospects, as
store closures as well as the ban on ski holidays in most European
countries have continued to curb consumer demand in Q1, especially
in the winter sports equipment segment.

Based on Moody's forecasts, Amer Sports' gross leverage in 2021
will decline only slightly below the 2020 levels, thanks to some
debt repayment funded with part of the cash proceeds from the sale
of its fitness equipment business, completed on 1 April 2021 [1].
Adjusted leverage will trend slowly to below 8x over the next 18
months, based on the rating agency's expectation that substantial
earnings growth will only materialize from 2022. This is because
profitability in 2021 will likely remain subdued due to high
one-off costs related to the company's ongoing cost-restructuring,
which will offset the progressive recovery of consumer spending for
sporting goods.

Amer Sports' B3 CFR continues to be supported by (1) its leading
market positions, underpinned by a large and diversified portfolio
of globally recognised brands, and large scale; (2) its broad
diversification across sports segments and geographies; (3) the
favourable long-term demand dynamics of the sporting goods market,
with additional growth potential from the company's expansion into
the direct-to-consumer channel of the Chinese outdoor apparel
market; and (4) the strategic guidance and potential financial
support from its shareholders ANTA Sports Products Limited (ANTA
Sports), FountainVest Partners, Mr. Chip Wilson, and Tencent.

The B3 rating is constrained by (1) the company's aggressive
capital structure, with very high leverage and a weak
EBIT-to-interest cover ratio; (2) the exposure to discretionary
consumer spending, which adds uncertainty over the pace of earnings
recovery; (3) the significant capital spending and marketing
expenses required to implement its expansion strategy, which exert
pressure on margins; and (4) negative free cash flow in 2021,
expected to only breakeven in 2022 and beyond to sustain the retail
expansion.

LIQUIDITY

Despite the drop in EBITDA, Amer Sports' free cash flow generation
increased to around EUR120 million in 2020, from a deficit of
EUR190 million the year before, driven by a steady reduction in
working capital, especially account receivables.

With around EUR150 million available under its EUR315 million RCF
and EUR323 million cash balance at December 2020, Amer Sports'
liquidity is adequate. Based on the rating agency's forecasts,
these liquidity sources will be sufficient to cover the company's
cash needs over the next 12-18 months, which include planned capex
of around EUR160 million annually (i.e. including the portion
related to the lease adjustment), mainly to support the ambitious
retail expansion plan in China.

Amer Sports faces significant EBITDA and working capital
seasonality, with the largest cash outflows in Q2 and Q3,
respectively. The sustained capex plan, together with a resumption
of dividend payments to service the interest on the shareholder
loan and more normalized working capital requirements, will lead to
a negative free cash flow generation in the range of EUR80 million
- EUR100 million in 2021, which should improve to become breakeven
or only marginally positive going forward.

Positively, the company's liquidity will benefit from the
approximately EUR350 million cash proceeds from the sale of its
fitness equipment business, completed in early April. These
additional liquidity sources will provide some flexibility to
manage business seasonality, while EUR200 million will be applied
towards debt reduction in 2021. Amer Sports has a favorable
maturity profile, with the RCF and TLB due in 2025 and 2026,
respectively.

The company's RCF contains a financial covenant of senior secured
net leverage not exceeding 8.0x, tested when (1) the facility is
used for more than 40% of its committed amount, and (2) the
company's cash balance is below a certain level. Given the ample
cash balance, the rating agency expects Amer Sports to maintain
sufficient capacity under this covenant.

STRUCTURAL CONSIDERATIONS

The B3 ratings assigned to the EUR1,800 million senior secured TLB
due 2026 and the EUR315 million senior secured RCF due 2025 are in
line with the CFR, reflecting that these two instruments rank pari
passu and represent substantially all of the company's financial
debt. The TLB and the RCF are secured by pledges over Amer Sports'
major brands, as well as shares, bank accounts and intragroup
receivables, and are guaranteed by the group's operating
subsidiaries representing at least 80% of the consolidated EBITDA.
The B3-PD probability of default rating assigned to Amer Sports
reflects the assumption of a 50% family recovery rate, given the
limited set of financial covenants comprising only a springing
covenant on the RCF, tested when its utilisation is above 40% and
the company's cash balance is below a certain level.

RATIONALE FOR STABLE OUTLOOK

Amer Sports is initially weakly positioned in the B3 category, but
the stable outlook reflects Moody's expectations that its credit
metrics will progressively improve over the next 12-18 months, on
the back of a demand rebound primarily in the US and China, as well
as continued focus on cost savings. The stable outlook also assumes
that the company will maintain at least adequate liquidity and
comfortable capacity under its financial covenant.

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

Positive pressure on the ratings could materialise over time if the
company demonstrates a consistent revenue and EBITDA recovery path,
leading to (1) a reduction in financial leverage, measured as
Moody's adjusted gross debt to EBITDA trending towards 6.5x on a
sustainable basis; (2) the generation of sustained positive free
cash flows, and (3) the maintenance of a solid liquidity profile.

The ratings could be downgraded if the company fails to reduce its
financial leverage from current levels over the next 12-18 months
due to persistently weak operating performance. Negative pressure
on the rating could build up in case of a material deterioration in
the company's liquidity profile, as a result of negative free cash
flow generation for a prolonged period of time, or reduced capacity
under its financial covenant.

LIST OF AFFECTED RATINGS

Issuer: Amer Sports Holding 1 Oy

Affirmations:

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Outlook Action:

Outlook, Changed To Stable From Negative

Issuer: Amer Sports Holding Oy

Affirmations:

BACKED Senior Secured Bank Credit Facilities, Affirmed B3

Outlook Action:

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.

COMPANY PROFILE

Domiciled in Helsinki, Finland, Amer Sports is a global sporting
goods company, with sales in more than 30 countries across EMEA,
the Americas and APAC. Focused on outdoor sports, its product
offering includes apparel, footwear, winter sports equipment and
other sports accessories. Amer Sports owns a portfolio of globally
recognised brands such as Arc'teryx Salomon, Wilson, Peak
Performance, Atomic and Suunto, encompassing a broad range of
sports, including alpine skiing, running, tennis, baseball,
American football, diving, hiking and golf. In 2020, Amer Sports
generated revenue of EUR2.5 billion (2019: EUR2.9 billion) and
company-adjusted EBITDA, i.e. excluding non-recurring items and
IFRS 16, of EUR204 million (2019: EUR264 million).



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F R A N C E
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EUROPCAR MOBILITY: Moody's Affirms Caa2 CFR on Debt Restructuring
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Caa2 LT corporate family
rating of France-based car rental company Europcar Mobility Group
S.A. ("EMG", or "the company"). The probability of default rating
has been upgraded to Caa2-PD from Ca-PD, and the rating on the
guaranteed senior secured notes due 2022 at EC Finance plc ("the
fleet notes") to B3 from Caa1. The outlook on both entities has
been changed to positive from negative.

"The restructuring of the company's corporate debt has reduced its
indebtedness and improved liquidity, but the company is still
highly leveraged and the speed at which demand, and therefore
earnings and cash flow will recover, particularly over the summer
months, remains uncertain given continuing mobility restrictions in
Europe", says Eric Kang, a Moody's Vice President - Senior Analyst
and lead analyst for EMG. "Under our base case forecasts, the
liquidity buffer could become limited in 2022 in the absence of a
material recovery in earnings and free cash flow over the next
12-18 months", adds Mr Kang.

RATINGS RATIONALE

The Caa2 CFR reflects Moody's expectation that EMG's credit metrics
will remain weak over the next 12-18 months because of continued
mobility restrictions in Europe and the uncertain recovery in
European car rental demand. Moody's believes that the company's
performance over the summer months, which are when EMG generates
most of its earnings and cash flow, will be key in evidencing the
pace of any recovery in demand, and ultimately in further positive
rating action, which is reflected in the positive outlook on EMG's
ratings. The rating agency regards the coronavirus outbreak as a
social risk under its ESG framework given the substantial
implications for public health and safety.

Moody's recognizes that the debt restructuring has significantly
reduced the company's level of corporate debt, and this could lead
to a more sustainable capital structure, assuming revenue and
earnings materially recover in line with Moody's expectations.
However, while the new equity injection and the new fleet revolving
credit facility (RCF) will initially improve liquidity, Moody's
forecasts that EMG will generate negative free cash flow generation
through 2022 and that the company's liquidity could once again
weaken over the next 12-18 months. If earnings and free cash flow
are not well above the rating agency's base case forecasts next
year, Moody's expects that EMG's liquidity buffer will be limited
in 2022.

Moody's expects EMG's revenue to return to the level of 2019 or
above by 2023, broadly in line with the company's business plan,
but forecasts a slower pace of recovery over 2021-2022 because of a
slow recovery in air passenger traffic through 2023 and a lag in
business travel recovery once restrictions are lifted. Some forms
of less-critical business travel may also not fully recover.
Moody's forecasts that EMG's corporate EBITDA (before IFRS16) will
be slightly positive in 2021, compared to a negative EBITDA of
EUR275 million in 2020. Despite these EBITDA improvements, Moody's
forecasts that corporate free cash flow after interest will likely
remain materially negative in 2021 at around EUR315 million
compared to a negative amount of around EUR450 million in 2020.
This is because of the unwinding of deferred supplier and VAT
payments, which the company estimates will lead to a cash outflow
of around EUR150 million in 2021. In 2022, Moody's forecasts
corporate free cash after interest will remain negative at around
EUR70 million based on revenue and corporate EBITDA (before IFRS16)
of around EUR2.5 billion and EUR140 million respectively. In its
business plan, the company forecasts corporate EBITDA (before
IFRS16) of EUR145 million and EUR265 million in 2021 and 2022
respectively.

More positively, Moody's recognizes the swift actions that the
company has taken to adjust its fleet and cost structure since the
beginning of the pandemic. The rating agency views the strategic
transformation plan as viable, notably the "Connect" programme,
which aims at having a fully connected fleet by 2023 and building
unified technology platforms among other aspects. However, there
are execution risks given the scale and complexity of the projects,
as well as the need to sustain capex despite potentially depressed
operating cash flow over the next two years.

LIQUIDITY

The slow recovery in earnings could lead to liquidity pressure in
2022 because free cash flow will remain negative over the next
12-18 months. As of December 31, 2020, and pro forma the new equity
injection of EUR250 million, the company had around EUR524 million
of unrestricted cash on its balance sheet (excluding cash intended
to finance the fleet). There is around EUR150 million of cash
balances, which reside at operating companies (notably in non-euro
currency countries) and cannot be transferred to Europcar Mobility
Group S.A. -- the holding company. This inability to transfer this
cash is because the cash needs to remain in the operating companies
and fund day-to-day operations. Consent from local fleet financing
lenders could be required for this cash to be transferred.

Liquidity is supported by a new fleet RCF of EUR225 million, which
could be used to fund the portion of fleet purchases, which cannot
be funded through the fleet notes or securitized fleet debt. There
is also currently EUR10 million available under the new EUR170
million RCF.

The new term loan and RCF includes a financial maintenance
covenant, requiring cash flow cover to debt service to remain above
1.1x. Moody's expects the company will maintain sufficient headroom
under this covenant.

The debt maturity profile is fairly short-dated with most material
maturities over 2022-2023, including the SARF in January 2022, the
fleet notes in November 2022, and the new term loan and RCF in June
2023.

STRUCTURAL CONSIDERATIONS

The fleet notes are rated B3, two notches above the CFR, because
they have a second priority ranking, behind the Senior Asset
Revolving Facility (SARF), on some fleet assets and receivables
under buy-back agreements. The SARF and the fleet notes are subject
to a quarterly loan-to-value (LTV) maintenance test of a maximum of
95%. The fleet notes, the SARF and other fleet financing facilities
do not have a claim on the operating businesses.

The fleet notes benefit from guarantees by Europcar International
S.A.S.U. and Europcar Mobility Group S.A. The new term loan and RCF
benefit from share pledges, as well as guarantees, by the majority
of Europcar's operating entities.

RATING OUTLOOK

The positive outlook reflects Moody's expectation that EMG's
operating performance will gradually improve over the next 12-18
months. There is uncertainty as to the pace of recovery and the
level of the cash burn over the next few months, which could lead
to a limited liquidity buffer in 2022, but if the company performs
ahead of the agency's expectations over the summer months, and the
cash burn is less than Moody's expects this could lead to further
positive rating action in the shorter-term.

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

Positive rating pressure over time would require signs of a
sustained recovery in revenue and earnings, such that Moody's
expects that the company could generate positive corporate free
cash flow after interest on a sustained basis, and the maintenance
of an adequate liquidity profile.

The ratings could be downgraded in the event of deteriorating
operating performance from what Moody's currently forecasts or a
weakening of liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in April 2017.

COMPANY PROFILE

Headquartered in Paris, France, Europcar Mobility Group S.A. is the
European leader in car rental services, providing short- to
medium-term rentals of passenger vehicles and light trucks to
corporate, leisure and replacement. It generated revenue of around
EUR1.8 billion in 2020.

PICARD BONDCO: Moody's Rates New EUR260MM Sr. Unsec. Notes Caa1
---------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and the B2-PD probability of default rating of French frozen
food retailer Picard Bondco S.A. (Picard). Moody's has also
assigned a Caa1 rating to Picard Bondco S.A.'s proposed EUR260
million guaranteed new senior unsecured notes due 2029, a B3 to
Picard Groupe S.A.S.'s EUR1,200 million guaranteed new senior
secured floating rate notes and a B3 rating to Lion / Polaris Lux 4
S.A.'s EUR250 million guaranteed new senior secured fixed rate
notes, both due 2028. The outlook of Picard Bondco S.A. and Picard
Groupe S.A.S. remains stable. Lion / Polaris Lux 4 S.A. is assigned
a stable outlook.

Net proceeds from the new notes and around EUR169 million of cash
on balance sheet will be used to (1) fully repay the existing
senior secured FRNs and senior unsecured notes, (2) fund a EUR276
million a distribution to shareholders and (3) pay the call premium
on existing notes, accrued interest, and transaction fees and
expenses.

The rating affirmation reflects the strong performance of Picard in
the twelve months to December 2020, boosted by the effects of the
coronavirus pandemic, leading to a Moody's Adjusted Debt to EBITDA
of 6.1x. This is balanced by the increase in leverage to around
6.7x pro forma for the dividend recapitalisation. The rating action
also reflects the expected normalisation of sales and EBITDA over
the next 12 to 18 months as coronavirus containment measures are
gradually lifted in France, increasing leverage to around 7.4x.

RATINGS RATIONALE

Picard's B3 CFR is supported by the company's (1) track record of
stable operating performance; (2) strong brand image and leading
position in the French frozen-food market; (3) ability to renew its
product offering constantly, with about 200 new products launched
every year; (4) positive free cash flow (FCF) generation; and (5)
increased demand as a result of the coronavirus pandemic.

However, Picard's rating is constrained by (1) its high leverage,
with its Moody's-adjusted (gross) debt/EBITDA of 7.4x expected in
fiscal 2021 (year ending March 31, 2022), pro forma for the
dividend recapitalisation ; (2) shareholder friendly financial
policy with a track record of raising debt to pay dividends, and an
expectation that the company will continue to distribute dividends;
(3) a historically difficult trading environment and limited
long-term growth prospects in the mature French frozen-food market;
and (4) the geographical concentration of the company's sales in
France, with limited contribution from international markets.

Like many other grocers, Picard is benefiting from the coronavirus
epidemic because customers eat less outside their home. Picard's
varied assortment of frozen food is particularly appealing to
customers looking to stockpile food during the pandemic. As a
result, Moody's expects Picard's sales and EBITDA to increase by
around 15% in fiscal 2020 bringing Moody's Adjusted Debt / EBITDA
to around 6.7x pro forma for the recapitalisation. However, Moody's
expects Picard trading to normalise in fiscal 2021 as government
restrictions in France are gradually lifted and people resume
eating outside their homes. This is expected to result in leverage
rising to around 7.4x in fiscal 2021.

While Picard's core business remains largely unchanged, Moody's
expects that the company's strategic initiatives under the
management of Cathy Collart-Geiger, new CEO since June 2020, will
bring some incremental sales and EBITDA over time. Beyond the
effects of the coronavirus pandemic, Moody's expects Picard to
continue its strategy to open stores in France, expand
internationally through partnerships with other retailers and ramp
up its digital offer. These growth initiatives, together with
limited like for like growth in line with historic trends in the
mature and highly competitive French grocery market, are expected
to lead to a limited deleveraging towards 7.0x Moody's Adjusted
Debt/EBITDA over the medium term.

Cash flow generation remains good. Excluding dividends, Moody's
forecasts that Picard will generate about EUR60 million of
Moody's-adjusted free cash flows per year in fiscal 2021 and 2022.
This factors in capital spending to finance the ongoing store
maintenance, and its international and digital growth plans.
Moody's expects Picard to distribute its excess cash to
shareholders to the extent allowed under the financial
documentation.

Picard has good liquidity, with EUR385 million of cash as of
December 31, 2020, no short-term debt maturities, and access to an
undrawn revolving credit facility of EUR60 million expiring in
2027. Following the refinancing, Picard's gross funded debt will be
mostly made of bonds, of which EUR1,450 million will mature in 2028
and EUR260 million in 2029. However, working capital experiences
significant swings during the year, with outflows during the first
and second quarters of the fiscal year (March-September), a large
inflow of about EUR80 million-EUR90 million in the third quarter
(September-December), followed by a sizeable outflow in the fourth
quarter (January-March). Picard's cash position is sufficiently
large to cover these variations though.

STRUCTURAL CONSIDERATIONS

Picard's EUR1,200 million new senior secured floating rate notes
and EUR250 million new senior secured fixed rate notes are rated
B3, at the same level as the corporate family rating, because of
the limited amount of, respectively, more senior and subordinated
debt in the overall debt structure. These instruments are
guaranteed by material subsidiaries and secured by shares, material
intercompany receivables and material bank accounts of these
subsidiaries. However, there are limitation on the amounts that the
operating subsidiaries can guarantee.

The company's EUR260 million senior unsecured notes are rated Caa1,
one notch below the B3 CFR, reflecting their subordination to the
senior secured notes. These notes are not guaranteed by operating
companies with material EBITDA generation.

Moody's Loss Given Default analysis is based on an expected family
recovery rate of 35%, reflecting Picard's covenant-lite bank debt
and the rather weak security package of the secured notes, and as a
result the PDR is a notch higher than the CFR at B2-PD.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the rating agency's view that Picard
will keep generating positive Moody's-adjusted free cash flows and
maintain a leverage around 7.0x as measured by Moody's Adjusted
Debt/ EBITDA. Moody's also expects the company to maintain a
cautious approach to cost control and store expansion, both in
France and internationally.

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

The rating agency could upgrade Picard if it increased meaningfully
and sustainably its EBITDA, such that its Moody's-adjusted
debt/EBITDA moves sustainably towards 6.5x in a post pandemic
operating environment. A positive rating action would also require
the company to maintain its good liquidity and positive
Moody's-adjusted Free Cash Flow.

Downward rating pressure could materialise if earnings decline more
than expected after the coronavirus related tailwinds ease,
resulting in Picard's Moody's-adjusted debt/EBITDA of sustainably
more than 8x. Weakening Free Cash Flow or a deterioration in the
company's liquidity could also trigger a negative rating action.
Lastly, Moody's could downgrade Picard if it paid another
significant dividend to its shareholders or made a large
debt-financed acquisition, if this evidences a financial policy
that is more aggressive than is currently factored into the
rating.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

With EUR1.7 billion in revenue as of the last twelve months ending
December 2020, Picard is a leading specialist retailer of
private-label frozen foods in France. It sells over 1,100 different
lines of frozen-food items in categories such as unprocessed meat,
seafood, fruits and vegetables, bakery products and ice cream, as
well as ready-made meals and desserts.

Picard has been owned since 2010 by funds managed or advised by
private equity firm Lion Capital LLP. In 2015 Lion Capital sold a
stake of 49% to Aryzta AG, a Switzerland-based group specialised in
frozen bakery products. In January 2020, Aryzta sold most of its
stake to Invest Group Zaouri (IGZ), a French retail investment
firm, which now owns 45% of the company.



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G E R M A N Y
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GRUNENTHAL PHARMA: Fitch Assigns 'BB(EXP)' LT IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Grunenthal Pharma GmbH & Co KG's
(Grunenthal) a Long-Term Issuer Default Rating (IDR) of 'BB(EXP)'
with Stable Outlook. Fitch has also assigned a senior secured debt
rating of 'BB+(EXP)'/'RR2' for the planned senior secured note
(SSN) of EUR500 million to be issued by Grunenthal's direct
subsidiary Grunenthal GmbH.

The assignment of the expected ratings follows a review of the
financing documentations being materially in line with the draft
terms originally presented to Fitch.

Grunenthal's 'BB' IDR reflects its conservatively leveraged niche
scale, albeit cash generative operations, with managed organic
portfolio decline supported by mid to larger scale acquisitions of
established cash generative drugs with low integration risk in
Fitch's view.

The Stable Outlook is backed by Fitch's expectation of a
disciplined approach to acquisitions and adherence to internal
financial policy leading to restrained leverage levels with FFO
leverage remaining below 4.5x, fully aligned with the assigned
rating.

Given the senior secured nature of the entire debt issued by
Grunenthal (single debt class) Fitch classifies its debt as
'category 2 first lien' under the Generic approach for rating
instruments of companies in the 'BB' rating category based on
Fitch's Corporates Recovery Ratings and Instrument Ratings
criteria. Therefore, Fitch rates Grunenthal's senior secured debt
one notch above the assigned IDR leading to a 'BB+(EXP)' senior
secured notes rating with an RR2.

KEY RATING DRIVERS

Integrated Business Model: Grunenthal's rating reflects the
company's integrated business model with international
manufacturing and distribution capabilities. Fitch also notes a
good mix between mature and growth drugs, as well as between
patented and generic drugs, leading to adequate operating
profitability with EBITDA margins estimated at over 20% in the
medium term. Grunenthal's strategic repositioning, away from R&D or
capex intensive projects with uncertain prospects for commercial
success, toward a more efficient capital deployment strategy by
adding cash generative low-risk drug rights and leveraging them on
own manufacturing and distribution networks is being well executed
and represents an adequate response to mitigating operating
pressures.

Cash Generative Operations: The ratings are supported by the
company's intrinsically cash generative operations given its focus
on established branded products. The combination of gradually
declining albeit predictable sales behaviour with targeted product
acquisitions support EBITDA of EUR280 million - EUR 300 million
leading to high and broadly stable FFO margins of above 15%. The
credit further benefits from the low intrinsic capital intensity of
2%-3% supporting high free cash flow (FCF) margins ranging from 5%
to 10%, which are adequate for the rating.

Commitment to Conservative Financial Policy: Fitch's rating places
a strong emphasis on Grunenthal's adherence to financial policies
and deleveraging, particularly after larger debt-funded M&A. Unlike
in sponsor-backed transactions with an opportunistic financial
attitude, Fitch takes the commitment of Grunenthal's founding
family shareholders into account, as reflected in its target net
debt/EBITDA of below 2.5x (corresponding to Fitch's funds from
operations [FFO] leverage of 3.5x-4.0x). Fitch, therefore, projects
a flexible use of the RCF including voluntary debt prepayments,
which will result in FFO leverage maintained at or below 4.0x.
Departure from the stated target leverage would signal an increased
risk appetite and put the ratings under pressure.

Disciplined M&A to Continue: M&A will remain of strategic
importance to mitigate Grunenthal's organic sales attrition, with a
careful approach based on operating needs, financial policies and
covenanted leverage thresholds. Fitch estimates future debt-funded
drug rights acquisitions of up to EUR300 million, for which the
company could use the RCF, and which would complement its
therapeutic competences and be compatible with its manufacturing
and commercial franchises with low integration risks. Compared with
sector peers focused on purchase and management of off-patent
branded drugs, the acquisition economics with EV/EBITDA of up to
6.0x and EBITDA margin of 50% are reasonable. Fitch also notes a
strong deal flow from innovative pharma as they streamline their
product portfolios.

Concentrated Product Portfolio: In Fitch's view, operating risks
play a dominant role for Grunenthal's 'BB' IDR, particularly given
an uneven revenue pattern of its existing portfolio supported by
product acquisitions to mitigate generic market pressures. Despite
its multi-regional presence, Fitch notes the company's niche scale
and concentrated product portfolio, making it heavily reliant on
commercial success of individual drugs and leading to volatile
underlying top line and operating profitability.

The management efforts around cost and product lifecycle management
have materially contributed to a stabilisation of Grunenthal's
operating performance in the past three years. What's more
important, however, is the addition of cash generative and margin
accretive new drugs, which have provided a medium-term boost to
Grunenthal's operations. Consequently, Fitch views M&A as being
critical to sustaining Grunenthal's operations to ensure steady
revenues, earnings and cash flows.

Contained Execution and Operational Risks: Grunenthal's business
development strategy around organic portfolio management
supplemented with selected drug rights additions carries lower
execution risk and requires fewer resources compared to the
acquisition of businesses with manufacturing assets and commercial
networks. Given the remaining material market risks around possible
entry of substitute products for Grunenthal's main product,
Palexia, the rating case assumes sales attrition from 2022, while
also excluding any R&D enabled operating contribution, which
minimises further significant cash flow vulnerabilities. These
considerations together with the assumed continuous organic revenue
decline in a genericised operating environment, limit the extent of
further material operating risks.

Exposure to Social Impacts: In assessing the relevance of ESG
factors, Fitch regards the pressure on reimbursement policies
related to healthcare spending as a key credit risk as countries
lower healthcare spending to remedy budgetary pressures. In the
pharmaceuticals sector, Fitch differentiates between those involved
in patented drugs (such as Grunenthal) versus those involved purely
in generics. The social impact is more relevant for the former, due
to higher prices and lower competition for patented drugs, further
adding pressure to reimbursement regimes globally. This results in
an ESG Relevance Score of '4'.

DERIVATION SUMMARY

Fitch rates Grunenthal on the basis of Fitch's Ratings Navigator
for Pharmaceutical Companies. The 'BB' IDR is supported by the
company's integrated business model with a portfolio of patented
and generic drugs with strong rating credit metrics, reflecting the
issuer's commitment to conservative financial policies, offsetting
the operating risks arising from Grunenthal's concentrated product
portfolio exposed to generic market pressures.

Grunenthal is rated above Cheplapharm Arzneimittel GmbH
(Cheplapharm, B+/Stable) and Antigua Bidco Limited (Atnahs,
B+/Negative) mainly due to its stronger leverage metrics with FFO
leverage below 4.0x versus 5.5x for Cheplapharm and Atnahs, and to
a lesser extent Grunenthal's larger scale, while product
concentration issues remain for all three issuers, which is a
common feature for non-investment grade pharmaceutical companies
being niche players.

Financial policy and leverage are the only differentiating factors
between Grunenthal's three notches with Nidda Bondco GmbH (Stada,
B/Stable), whose medium-term leverage levels are estimated at 7.0x
and 8.0x driven by an aggressive debt funded acquisitive strategy.

Grunenthal has limited comparability with a much larger fallen
angel Teva Pharmaceutical Industries Limited (Teva, BB-/Negative),
whose rating has come under pressure following a highly leveraged
acquisition of Actavis and weakened performance in response to
market pressures.

KEY ASSUMPTIONS

-- Volatile revenue profile reflecting organic portfolio declines
    due to generic and payor pressure, supported by inorganic
    growth through opportunistic medium-sized acquisitions,
    offsetting organic growth declines;

-- EBITDA margin maintained at c.21% - 23% over the rating
    horizon;

-- Trade working capital fluctuating with revenues and following
    addition of new drugs;

-- Sustained maintenance capex at c.2.0-3.0% of sales, in
    addition to milestone payments related to previous
    acquisitions;

-- Dividend payment of EUR25 million;

-- Opportunistic acquisition of EUR50 million in 2021 (partially
    funded by SSN issuance) and EUR300 million in 2023 funded
    through RCF utilisation and FCF;

-- Flexible use of RCF to support organic and inorganic growth;

-- Partial prepayment of Facility A, prepayment of Schuldschein
    due 2022, contractual repayment of the remaining Facility A
    due 2023 and Schuldschein due 2024, Facility B due 2024
    assumed to be refinanced/rolled-over.

RATING SENSITIVITIES

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

-- An upgrade to the 'BB+' would require an improved business
    risk profile by way of increased visibility of revenue
    defensibility in combination with a more conservative
    financial policy along with stable EBITDA, FFO and FCF margins
    and conservative FFO leverage trending towards 2.5x (2.0x net
    of readily available cash).

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

-- Volatile revenue, EBITDA, FFO and FCF margins, signalling
    challenges in addressing market pressures or poorly executed
    M&A with increased execution risks;

-- Departure from conservative financial policies and commitment
    to deleveraging, leading to FFO leverage > 4.5x (4.0x net
of
    readily available cash).

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch projects Grunenthal will maintain
satisfactory liquidity levels in excess of EUR100 million through
to fiscal 2024. This assumption is supported by Grunenthal's
sustained positive FCF generation, albeit subject to fluctuations
in trade working capital, restructuring costs and performance
related and milestones payments, which Fitch treats as part of
regular capital commitments as these relate to the existing product
portfolio. Fitch projects the company will flexibly use RCF to top
up its liquidity or fund M&A, but also make voluntary debt
prepayments based on its track record and financial policies.

Grunenthal benefits from well-spread debt maturities and
diversified sources of funding with bank loans A, B and RCF due
2023, 2024 and 2026 respectively, and Schuldscheindarlehen due in
2024. With the issuance of the senior secured notes the company
will, in addition to the bank loan and SSD markets, also enter the
public debt capital markets.

GRUNENTHAL PHARMA: Moody's Assigns First Time B1 CFR
----------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family rating
and a B1-PD probability of default rating to Germany-based
pharmaceutical company Grunenthal Pharma GmbH & Co. KG. Moody's has
also assigned a B1 rating to the proposed EUR500 million guaranteed
senior secured notes due 2026 issued by Grunenthal GmbH. The
outlook of both entities is stable.

The rating assigned to the proposed notes assumes that the final
transaction documents will not be materially different from draft
legal documentation reviewed by Moody's to date and that these
agreements are legally valid, binding and enforceable.

RATINGS RATIONALE

The B1 rating of Grunenthal incorporates (1) its diversified
product portfolio, with the top three drugs accounting for 46% of
its 2020 revenue, despite a focus on pain management; (2) its
relatively sticky customer base, which slows down the natural sales
erosion of its mature drug portfolio; and (3) its good liquidity
following the debt refinancing.

However, Grunenthal's rating also takes into account (1) its small
size, with EUR1.3 billion of revenue in 2020, which limits
economies of scale and increases earnings volatility; (2) its
limited late-stage pipeline, as projects under development will not
generate significant earnings over the next three years; and (3)
its mature drug portfolio, which could prompt the company to make
acquisitions.

Grunenthal recently acquired from AstraZeneca PLC (A3 negative) the
European perpetual licenses of Crestor, a cardiovascular drug, and
its associated brands. Grünenthal forecasts that these licenses
will generate EUR67 million of revenue and EUR64 million of EBITDA
in 2021. Grunenthal initially funded the EUR264 million acquisition
of Crestor with cash and a drawing under its revolving credit
facility (RCF). Proceeds from the proposed EUR500 million bond
issuance will be used to repay the EUR210 million drawing under its
EUR400 million RCF, the EUR150 million promissory notes
(Schuldschein) due 2022 and 50% of its term loan A, pay transaction
fees and fund a portion (EUR36.5 million) of the upfront payment
for the acquisition of Mestex AG.

Grunenthal's product portfolio is mostly made of mature products
because its pipeline dried up around 2015, which led the company to
change its management and restructure its business model. Although
the pipeline has since strengthened, the sale of new drugs
developed internally is still many years away.

The company's largest selling drug is Palexia, an opioid indicated
for the treatment of moderate to severe acute and chronic pain,
which generated EUR309 million of revenue in 2020. In Europe, the
patent on tapendatol, its compound, expired in July 2020 and its
regulatory exclusivity will end in August 2021. Although Palexia
has become more vulnerable to generic competition, it remains
protected by a portfolio of other patents extending through 2025.

Moody's-adjusted gross leverage amounts close to 3x in 2020 pro
forma for the refinancing and the acquisition of Crestor and will
be in the range of 3.8x-4.0x in 2021-22. During that period,
Moody's forecasts that Grünenthal will generate free cash flow of
around EUR100 million per year (according to Moody's definition,
that is after the payment of dividends), which translates into
FCF/debt of around 10%. While Moody's forecasts do not incorporate
any M&A, it expects Grunenthal to keep making some acquisitions in
the coming years to bolster its pipeline and drug portfolio.

Grunenthal has good liquidity, underpinned by a sizable cash
position of EUR167 million as of December 31, 2020 (pro forma
Crestor acquisition and refinancing), and a EUR400 million RCF
maturing in 2026, which will be undrawn after the refinancing. The
company extended in February 2021 the maturities of its term loans,
which are now due in 2023 and 2024. The next material debt maturity
is its EUR92.5 million term loan A due in November 2023.

ESG CONSIDERATIONS

Grunenthal, like most companies in the pharmaceutical sector, has a
high exposure to social risks. In 2020, 41% of Grunenthal's revenue
(pro forma for the Crestor acquisition) were generated from opioid
products, which can result in addiction. Also, opioids have
generally faced significant litigation in the US market. The
company does nevertheless not commercialize opioids in the US,
where the risk of litigation is highest, and in Europe and its
other markets, it has also not been part of litigation on opioids.
In Europe, the prescription of opioid drugs is much more limited
and controlled than in the US, reducing the overall risk of abuse.
In addition, since 2017, the company has been focusing its product
acquisitions and pipeline developments on non-opioid drugs and
reduced its revenue share from opioid products, a trend which will
continue over the medium term. Grunenthal is also involved in
litigations on thalidomide, a drug that it withdrew from the market
in 1961. So far, the company has not had any final ruling against
it. While the outcome of these legal proceedings is difficult to
assess, their conclusion is still several years off.

Grunenthal operates with a moderate leverage. The company has been
active at acquisitions in recent years in order to fill its product
portfolio and pipeline. It is a 100%-family-owned company and its
19 shareholders appoint the five members of the supervisory board,
who are experienced professionals and have no relationship with
Grunenthal's owners.

STRUCTURAL CONSIDERATIONS

Grunenthal's new capital structure comprises a EUR500 million bond,
a EUR92.5 million term loan A, a EUR350 million term loan B, a
EUR400 million undrawn RCF and EUR75 million of Schuldschein notes
all issued at the level of Grunenthal GmbH, the main operating
company of the group and a subsidiary of Grunenthal Pharma GmbH &
Co. KG. Grunenthal GmbH represents about 70% of the group's
consolidated EBITDA. All debt instruments have a downstream
guarantee from Grunenthal Pharma GmbH & Co. KG and the bond and RCF
have, in addition, upstream guarantees from Italian subsidiaries
representing about 13% of the group's EBITDA.

All debt instruments share the same collateral which essentially
comprises share pledges on Grunenthal GmbH and offer limited
protections to creditors in case of a default. Therefore, Moody's
has modelled all instruments as unsecured in its Loss Given Default
(LGD) analysis. Moody's rates the bond at B1, in line with the
corporate family rating, and ranks it in line with other financial
debts and operating leases.

Moody's bases its calculation on a 50% recovery rate applicable to
financing structures which include a mix of bond and bank debt.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook assumes that the earnings erosion of
Grunenthal's portfolio of mature drugs will remain moderate, and in
particular that competition against Palexia will increase only
gradually and the growth of Qutenza will continue with the recent
label extension. Moody's also expects Grunenthal to make small
debt-financed acquisitions but that its leverage will remain below
4.5x.

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

Moody's could upgrade Grunenthal if it can return to sustainable
growth by strengthening its drug portfolio and its pipeline of
late-stage products. Quantitatively, a positive rating action would
require that Grunenthal maintains a Moody's-adjusted debt/EBITDA
ratio of less than 3.5x and continues to generate robust free cash
flow.

Conversely, Grunenthal's ratings could become under pressure if the
earnings of its existing and acquired drug portfolio decline more
quickly than what Moody's currently expects. The rating agency
could also downgrade Grunenthal if its Moody's-adjusted debt/EBITDA
ratio exceeds 4.5x for a prolonged period, for instance, because of
a debt-financed acquisition.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Founded in 1946 and headquartered in Aachen, Germany, Grünenthal
is a family-owned pharmaceutical company focused on pain therapies.
It is one of the world's largest seller of centrally acting
analgesics, which are compounds that inhibit pain by acting on the
central nervous system. In 2020, the company generated EUR1.3
billion of revenue and EUR287 million of Moody's-adjusted EBITDA.
Grunenthal owns a portfolio of about 100 products that it sells in
more than 100 countries.



===========
G R E E C E
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ALPHA BANK: Fitch Assigns 'CCC+' LT IDR, Outlook Positive
---------------------------------------------------------
Fitch Ratings has assigned Alpha Bank S.A. (Alpha Bank) a Long-Term
Issuer Default Rating (IDR) of 'CCC+'. It has also affirmed at
'CCC+' the Long-Term IDR of Alpha Services and Holdings S.A
(formerly Alpha Bank AE), which has become the group's holding
company (HoldCo). The Outlook on the Long-Term IDR of both entities
is Positive.

The rating actions follow the completion of a corporate
restructuring undertaken ahead of a large impaired loan
securitisation. Alpha Bank is the newly-established entity that has
assumed the banking licence and banking operations of the group.
Alpha Bank is fully-owned by the HoldCo. The restructuring has been
undertaken so that deferred tax credits generated from the loss
recognition of the securitisation will not be triggered and
shareholders will not be diluted.

Fitch has withdrawn the long- and short-term programme ratings of
'CCC-'/'C' on the senior preferred debt issued under the group's
EMTN programme as the programme has expired. Fitch does not rate
any debt issued under this programme. The group's covered bond
programme has been transferred to the newly-established Alpha Bank
from the HoldCo following the corporate restructuring.

KEY RATING DRIVERS

IDRs AND VR

Fitch assesses Alpha Bank and its parent HoldCo on a consolidated
basis as the banking operations will be managed in a highly
integrated manner. The HoldCo's IDRs and Viability Rating are
equalised with the IDRs and VR of Alpha Bank as the group is
regulated on a consolidated basis, and Fitch views fungibility of
capital between the HoldCo and the bank as high. Fitch expects
liquidity and capital to be managed centrally at the group level
and double leverage to remain below 120%, even considering the
impact of the securitisation at the HoldCo level.

The ratings assigned to Alpha Bank continue to reflect weak, albeit
improving, asset quality and still high capital encumbrance by
unreserved impaired loans, which compare unfavourably with some of
its domestic peers. The Positive Outlook reflects the expected
material improvement of the group's asset-quality and capital
encumbrance during 2021 and 2022 following the sizeable off-loading
of impaired loans from its balance sheet.

Alpha Bank announced in February 2021 it had secured a binding
agreement with Davidson Kempner for the sale of an 80% stake in its
loan servicer and 51% of the mezzanine and junior notes in its
Galaxy securitisation. This will allow it to de-consolidate up to
EUR10.8 billion of impaired loans upon completion of the
transaction in 2Q21. Fitch estimates this could reduce the group's
impaired loans ratio significantly to 26.5% (including senior
securitisation notes) from 43% at end-2020 as reported by the
entity (including Stage 3 and non-performing POCI loans).

The bank will eventually retain all of the senior notes guaranteed
by the "Hercules" Asset Protection Scheme (HAPS) and 5% of the
mezzanine and junior notes, while the remaining notes will be
distributed to its shareholders. The combined negative capital
impact from the transactions is estimated to be about 280bp,
resulting in a pro-forma common equity Tier 1 (CET1) ratio of 14.3%
at end-2020 (including the profits of the period) versus a
regulatory requirement of 9.2% (including the capital conservation
and other systemically important institutions buffers). Fitch's
assessment of the bank's capitalisation factors in the expected
reduction of capital encumbered to unreserved impaired loans. Fitch
estimates the group's consolidated unreserved impaired loans
represented about 100% of CET1, including the impact from the
deconsolidation of the Galaxy securitisation and the sale of the
servicer (the ratio was 144% at end-2019).

In addition, the bank announced a series of portfolio sales of
impaired loans to take place in 2021 that could further reduce its
impaired loan ratio (including senior securitisation notes) to 18%
by end-2021 and to 10% by end-2022, while maintaining a regulatory
CET1 ratio at about 14%. The bank's guidance for 2021 includes
gross inflows of impaired loans from the phased-out of loan
moratoria in Greece of about EUR1 billion or 18% of domestic
performing loans under moratoria.

Executions risks for implementing the asset-quality clean-up remain
high, in Fitch's view, including the possibility that the various
transactions are not completed over the 18-to-24-month rating
horizon or that new inflows of impaired loans are larger than
currently expected. However, the likely extension of the HAPS in
2021 should mitigate these risks and support the bank's plan to
accelerate the asset-quality clean-up in 2021-2022.

Fitch also expects earnings to eventually benefit from lower
provisioning requirements over the medium term because of better
asset quality, and despite the negative impact on net interest
income from the deconsolidation of non-performing loans. The
outsourcing of loan-servicing activities should also help to
improve the bank's operating efficiency in the medium term, along
with other restructuring initiatives.

Like other Greek banks', Alpha Bank's overall financial profile is
sensitive to Greece's operating environment, which remains
sensitive to the Covid-19 pandemic and its impact on the Greek
economy. The bank's funding and liquidity continued to strengthen
in 2020, supported by deposit inflows and supportive measures by
the ECB. The liquidity coverage ratio has also been restored to
well above the regulatory threshold (151% at end-2020).

PREFERRED SECURITIES

The rating of the preferred securities (ISIN DE000A0DX3M2) has been
affirmed at 'C'/'RR6' as obligations under the securities are
currently not being paid and Fitch's expectation of poor recovery
prospects. These securities have been maintained at the HoldCo
level, which is the guarantor, and are issued under an issuing
vehicle (Alpha Group Jersey Limited).

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating of '5' and Support Rating Floor of 'No Floor'
highlight Fitch's view that support from the state cannot be relied
upon. This is because of the implementation of the Bank Recovery
and Resolution Directive.

RATING SENSITIVITIES

IDRs AND VR

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

-- The Positive Outlook on Long-Term IDRs signals that an upgrade
    of the entities' ratings is likely in the medium term if the
    economic recovery in Greece materialises and the bank
    successfully executes its asset-quality clean-up plan,
    reducing its impaired loan ratio in a sustainable manner to
    below 18% while maintaining a CET1 ratio at 14%. Improved
    capacity to generate capital internally and better-than
    expected economic recovery in Greece could also be rating
    positive.

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

-- The Outlook could be revised to Stable if the bank's planned
    securitisations are delayed or the new inflows of impaired
    loans are higher than Fitch currently expects.

-- The ratings would likely be downgraded if the deterioration in
    the operating environment results in a permanent damage of the
    bank's asset quality and capital, including an erosion of
    capital buffers without a clear path for the capital ratios to
    be restored within a reasonable timeframe.

-- Downside pressure on the ratings could also arise if
    depositor-and-investor confidence weakens, compromising the
    bank's liquidity profile. Support measures by the authorities,
    including state-loan guarantees, liquidity facilities or
    sector-wide schemes for reducing problem assets, could
    mitigate the negative rating pressures on the bank.

In addition, the ratings of the HoldCo could also be downgraded by
at least one notch below those of the operating bank, in case of a
significant build-up of double leverage at the HoldCo, changes in
the regulation scope, or more onerous restrictions on fungibility
of capital and liquidity between the two entities.

LEGACY PREFERRED SECURITIES

The ratings of preferred securities could be upgraded if they
become performing and on an upgrade of the HoldCo's VR.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the Support Rating and upward revision of the Support
Rating Floor would be contingent on a positive change in Greece's
propensity to support its banks. While not impossible, this is
highly unlikely in Fitch's view given current legislation in
place.

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.

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.

ALPHA BANK: Moody's Assigns Caa1 Bank Deposit Rating, Outlook Pos.
------------------------------------------------------------------
Moody's Investors Service has assigned a Baseline Credit Assessment
of caa1 and bank deposit ratings of Caa1/NP to Alpha Bank S.A.
(Alpha Bank), the newly-formed legal entity that was granted a new
banking license and has taken over the core banking operations from
its legacy entity in Greece (Alpha Bank AE), which was renamed
Alpha Services and Holdings S.A. At the same time, the rating
agency has withdrawn the BCA of caa1 and all existing deposit
ratings of Caa1/NP and other outstanding ratings, with the
exception of the Caa2 subordinated ratings assigned to the Tier 2
instruments issued by its legacy entity. These subordinated notes
will remain under Alpha Services and Holdings S.A., which now acts
as the holding company of the group and is listed on the Athens
stock exchange. Moody's has also assigned a Caa2 long-term issuer
rating to Alpha Services and Holdings S.A.

The new ratings assigned to Alpha Bank S.A. are positioned at the
same level as those previously assigned to the legacy entity.
Moody's says that this takes into consideration the successful
implementation of the bank's transformation plan but also the still
significant downside risks stemming from the negative effects of
the coronavirus on the Greek economy and the residual
non-performing exposures (NPEs) left on its balance sheet.

The positive outlook assigned to Alpha Bank S.A.'s long-term
deposit ratings as well as to the holding company's issuer rating,
reflects the bank's plans to further improve its asset quality in
2021-22, as well as the medium-term benefits generated by the
transformation plan, mainly in profitability.

RATINGS RATIONALE

Alpha Bank S.A.

According to Moody's, the decision to position Alpha Bank's BCA at
caa1, which is at the same level as the BCA of caa1 previously
assigned to the legacy entity, despite the improvement in asset
quality resulting from the transformation plan, is driven by the
uncertainty surrounding the recovery of the Greek economy following
the recession in 2020 due to the coronavirus. Such economic
recovery, including the tourism sector that is one of the main
pillars of the Greek economy, will largely depend on the roll-out
pace of vaccination plans, the utilisation of the EU recovery funds
as well as the willingness of foreign visitors to travel to the
country in the second half of this year. Accordingly, there are
still significant downside risks for all Greek banks, which could
lead to delays in improving their underlying financial
fundamentals, constraining for now their BCAs.

The transformation plan implemented by the bank, includes the
de-risking of its balance sheet through the securitisation of
approximately EUR10.8 billion of NPEs (project 'Galaxy') through
the state-sponsored Hercules Asset Protection Scheme (HAPS). This
scheme allows the bank to retain around EUR3.8 billion of the
senior notes from the securitisation, guaranteed by the government,
which will be classified as performing loans. This securitisation
will reduce the bank's NPE stock in Greece to around EUR8.8 billion
pro-forma as of December 2020 from around EUR18.3 billion reported
in December 2020, decreasing its NPE to gross loans ratio to around
24% from 42.9 %. The bank plans to further reduce this ratio to
less than 10% by the end of 2022 through a number of different
actions, including more securitisations, potentially through HAPS,
NPE sales, loan curings through restructurings, liquidations and
write-offs. Moody's says that it believes that implementation of
these further measures could be challenging over the
short-to-medium term due to the uncertainty in the economy, but
that if implemented they could improve further the bank's solvency
exerting upward rating pressure.

The bank's BCA also reflects its still relatively weak bottom-line
profitability in 2020 as all Greek banks' earnings have been
affected by materially higher credit impairments, considering the
anticipated impact mostly on businesses due to the coronavirus
outbreak. Nonetheless, Alpha Bank has shown some resilience in its
top-line recurring revenues, with its core pre-provision income
(PPI) increasing marginally by 3.4% to EUR859 million, in addition
to significant trading gains and lower operating expenses during
2020 that helped absorb impairment charges of approximately EUR1.3
billion. The bank's plan envisages the gradual improvement in its
profitability from 2021 onwards, with lower impairments and
increased lending growth on the back of a stronger economy. Alpha
Bank aims to increase its return on equity (RoE) to around 9% by
the end of 2023, from a low 1.3% in 2020, as the cost of risk (CoR)
is expected to decline to less than 100 basis points from a high
330 basis in 2020 (including Covid-related impairments and
front-loading impairments for NPE securitisations to take place in
2021).

Moody's assigned ratings also take into consideration the expected
decline in the bank's capital adequacy that results from the loss
sustained from the Galaxy securitisation, which mainly emanates
from the more risky mezzanine and junior notes. The pro-forma
capital adequacy ratio (CAR) on a Basel III phase-in basis of the
new legal entity (Alpha Bank S.A.) is 16.9% as of December 2020
taking into account the Galaxy NPE securitisation as well as the
EUR500 million Tier 2 the bank raised in March 2021, compared to
the reported 18.4% in December 2020. The rating agency also notes
that the bank's pro-forma common equity Tier 1 (CET1) ratio is
14.3% following the Galaxy securitisation, while the SREP
(Supervisory Review and Evaluation Process) requirement for the
bank is 11% until the end of 2022, which was reduced from 14% (CET1
requirement of 9.2% ) in early 2020 due to the ECB's measures
related to the coronavirus. In addition, the bank's overall quality
of capital and tangible common equity (TCE) will continue to be
undermined by the sizeable volume of deferred tax credits (DTCs)
and deferred tax assets (DTAs) of around EUR3.8 billion that it
will retain on its balance sheet, from a total of EUR7.8 billion of
CET1 capital.

Alpha Bank S.A.'s ratings also reflect the ongoing improvements in
its funding and liquidity, with more customer deposits and
increased low-cost ECB borrowing. The bank's consolidated deposits
increased by 8.6% during 2020, improving its gross loans to
deposits ratio to around 90% in December 2020 from 97% the year
before. The bank was also able to utilise cheap funding through the
ECB's TLTRO facilities by increasing its funding to around EUR11.9
billion in December 2020 from only EUR3.1 billion in December 2019,
which helped reduce its inter-bank repos considerably to only
EUR500 million as of December 2020.

Alpha Bank S.A.'s long-term deposit ratings of Caa1 are driven by
the rating agency's Advanced Loss Given Failure (LGF) analysis of
the bank's liability structure, assessing the potential loss
absorbing buffer subordinated for each liability class. The bank's
deposits are positioned at the same level as its BCA of caa1, given
the relatively limited subordinated cushion available to absorb
losses in a resolution scenario. The bank's long-term Counterparty
Risk Assessment (CRA) is at B1(cr) and its long-term Counterparty
Risk Rating (CRR) at B2, which are positioned one notch higher than
the corresponding CRA and CRR previously assigned to the legacy
entity. The higher positioning takes into account the bank's
funding plans for 2021-23, which includes benchmark issuances of
senior preferred debt as part of the bank's efforts to gradually
meet its Minimum Requirement for own funds and Eligible Liabilities
(MREL).

No rating uplift from government support is incorporated in Alpha
Bank S.A.'s ratings. The rating agency's low government support
assumption for all Greek banks, including Alpha Bank S.A., is
mainly driven by the government's relatively low capacity to
provide such support if needed without any external assistance,
given its sizeable debt load.

Alpha Services and Holdings S.A. (legacy entity that was renamed
from 'Alpha Bank AE')

Moody's has assigned a Caa2 long-term issuer rating to the holding
company, which is positioned one notch lower than the operating
company's BCA of caa1, because senior unsecured holding company
obligations are likely to be junior to senior unsecured debt issued
by the operating company. This reflects Moody's view that
regulators will generally expect holding company senior debt to
fund inter-company debt that is subordinated to the operating
company's senior unsecured debt. The rating agency has also
affirmed the subordinated debt rating of Caa2 assigned to its EUR1
billion outstanding Tier 2 notes issued by the legacy entity in two
tranches in the past (EUR500 million in February 2020 and EUR500
million in March 2021).

Concurrently Moody's has withdrawn the BCA, deposit ratings, CRA,
and CRR from the legacy entity, which had its banking license
revoked by the Bank of Greece and subsequently granted to the new
legal entity Alpha Bank S.A. The legacy entity was renamed 'Alpha
Services and Holdings S.A.', and will act as the holding company of
the group, without undertaking any banking operations as a
stand-alone legal entity. Moody's notes that the bank's EUR15
billion EMTN programme expired in November 2020, and as a result
any provisional senior and subordinated debt ratings linked to the
EMTN programme have been withdrawn. This also applies to the
outstanding provisional EMTN programme ratings of the bank's
funding subsidiaries Alpha Credit Group plc and Alpha Group Jersey
Limited, which have no rated senior or subordinated debt
outstanding and have been inactive for some time now. Alpha Group
Jersey Limited's preferred stock non-cumulative rating was affirmed
at Ca (hyb) as this funding vehicle will remain a subsidiary of the
holding company, Alpha Services and Holdings S.A.

No rating uplift from government support is incorporated in the
holding company's ratings, which is consistent with the rating
agency's approach with regards to the operating company's ratings.

RATINGS OUTLOOK

The positive outlook on the bank's deposit ratings and the holding
company's issuer rating reflects Moody's view that the bank's BCA
of caa1 has the potential to be upgraded over the next 12-18
months, based on Alpha Bank's plans to further improve its asset
quality and enhance its profitability. The positive outlook also
considers the rating agency's view that the bank's relatively low
ratings already incorporate any relevant downside risks, which are
more than offset by the potential benefits that this transformation
plan will confer to the banks' creditors.

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

Over the next 12-18 months, upward pressure on the bank's deposit
and senior debt rating could emerge following improvements in the
country's macroeconomic environment, and once the bank implements
its additional securitisation plans, resulting in better asset
quality profitability combined with relatively stable capital
metrics. The return of more deposits to the banking system and the
potential of raising senior preferred debt would also increase the
pool of unsecured obligations available to Alpha Bank, which could
trigger a deposit and senior debt rating upgrade, in accordance
with Moody's Advanced LGF approach.

Although unlikely, Alpha Bank's deposit ratings could be downgraded
in the event that the pandemic substantially affects domestic
consumption and economic activity for an extended period, which
could severely affect the bank's underlying financial fundamentals
that have gradually been recovering from a very low base. In
addition, the deposit ratings could be downgraded if the sovereign
rating and Macro Profile for Greece is downgraded or in case the
bank is unable to further reduce its stock of NPEs by 2022.

Alpha Bank S.A. and Alpha Services and Holdings S.A. are
headquartered in Athens, Greece, with reported total consolidated
assets of around EUR70.1 billion as of December 2020.

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

LIST OF AFFECTED RATINGS


Issuer: Alpha Bank AE

Assignment:

Long-term Issuer Ratings, Assigned Caa2, Outlook Assigned
Positive

Affirmation:
Subordinate Regular Bond/Debenture, Affirmed Caa2

Withdrawals:

Adjusted Baseline Credit Assessment, Withdrawn, previously rated
caa1

Baseline Credit Assessment, Withdrawn, previously rated caa1

Long-term Counterparty Risk Assessment, Withdrawn, previously
rated B2(cr)

Short-term Counterparty Risk Assessment, Withdrawn, previously
rated NP(cr)

Long-term Counterparty Risk Ratings, Withdrawn, previously rated
B3

Short-term Counterparty Risk Ratings, Withdrawn, previously rated
NP

Short-term Bank Deposit Ratings, Withdrawn, previously rated NP

Senior Unsecured Medium-Term Note Program, Withdrawn, previously
rated (P)Caa1

Long-term Bank Deposit Ratings, Withdrawn, previously rated Caa1,
Outlook Changed To Rating Withdrawn From Stable

Subordinate Medium-Term Note Program, Withdrawn, previously rated
(P)Caa2

Outlook Action:

Outlook, Changed To Positive From Stable

Issuer: Alpha Credit Group plc

Withdrawals:

BACKED Subordinate Medium-Term Note Program, Withdrawn, previously
rated (P)Caa2

BACKED Senior Unsecured Medium-Term Note Program, Withdrawn,
previously rated (P)Caa1

BACKED Subordinate Regular Bond/Debenture, Withdrawn, previously
rated Caa2

BACKED Senior Unsecured Regular Bond/Debenture, Withdrawn,
previously rated Caa1, Outlook Changed To Rating Withdrawn From
Stable

Outlook Action:

Outlook, Changed To Rating Withdrawn From No Outlook

Issuer: Alpha Group Jersey Limited

Affirmation:

BACKED Pref. Stock Non-cumulative Preferred Stock, Affirmed Ca
(hyb)

Withdrawals:

BACKED Subordinate Medium-Term Note Program, Withdrawn, previously
rated (P)Caa2

BACKED Senior unsecured Medium-Term Note Program, Withdrawn,
previously rated (P)Caa1

Outlook Action:

Outlook, No Outlook Assigned

Issuer: Emporiki Group Finance Plc

Withdrawal:

BACKED Senior Unsecured Regular Bond/Debenture, Withdrawn,
previously rated Caa1, Outlook Changed To Rating Withdrawn From
Stable

Outlook Action:

Outlook, Changed To Rating Withdrawn From No Outlook

Issuer: Alpha Bank S.A.

Assignments:

Adjusted Baseline Credit Assessment, Assigned caa1

Baseline Credit Assessment, Assigned caa1

Long-term Counterparty Risk Assessment, Assigned B1(cr)

Short-term Counterparty Risk Assessment, Assigned NP(cr)

Long-term Counterparty Risk Ratings, Assigned B2

Short-term Counterparty Risk Ratings, Assigned NP

Short-term Bank Deposit Ratings, Assigned NP

Long-term Bank Deposit Ratings, Assigned Caa1, Outlook Assigned
Positive

Outlook Action:

Outlook, Assigned Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in March 2021.

MYTILINEOS SA: Fitch Affirms 'BB' LT IDR, Alters Outlook to Stable
------------------------------------------------------------------
Fitch Ratings has revised Mytilineos S.A.'s (MYTIL) Outlook to
Stable from Negative, while affirming the group's Long-Term Issuer
Default Rating (IDR) at 'BB'. The agency has also affirmed the
senior unsecured rating of 'BB' for the notes issued by Mytilineos
Financial Partners S.A. and guaranteed by MYTIL. The Recovery
Rating is 'RR4.' A full list of rating actions is provided below.

The Outlook revision to Stable reflects MYTIL's
better-than-expected financial performance in 2020 and Fitch's
expectation that leverage should remain within Fitch's
sensitivities from 2022 onwards, despite large capex in 2021-2024
as it organically expands in the power division. Fitch views the
group's expansion to the less cyclical electricity business as
credit-positive despite temporary leverage deviation outside
Fitch's negative sensitivities and projected negative free cash
flow (FCF) in 2021-2022.

Although Fitch sees execution risks for build-operate-transfer
(BOT) projects, Fitch expects strong demand for sustainable
projects worldwide, which should support improvements to
performance of the overall construction business.

The rating affirmation is underpinned by reasonable liquidity with
no material debt maturities before 2024, a diversified business
profile, a synergistic business model, vertically integrated and
low unit-cost metallurgy operations as well as a strong and growing
market position in domestic electricity that provide the group with
sustainable cash flows.

KEY RATING DRIVERS

Better-Than-Expected 2020 Performance: MYTIL's diversification
limited the pandemic impact on 2020 performance. The group's funds
from operations (FFO) net leverage was 2.2x at end-2020,
significantly lower than the 3.4x Fitch had expected in June 2020,
primarily stemming from higher spark spreads in the power division.
Lower working-capital needs from delays in implementation of new
projects in the renewables & storage development (RSD) and
sustainable engineering solutions (SES) units along with deferred
capex contributed to the group's ability to generate positive FCF
despite challenging market conditions.

Major Growth in Power Division: The group expects to develop around
700MW of solar farms that were recently acquired in Greece and
further expand its wind portfolio by 2024 as well as complete
construction of its new CCGT power plant by end-2021. These
projects, along with smaller-scale organic growth initiatives, will
result in capex averaging more than EUR300 million p.a. in
2021-2024. They will also increase the group's penetration in the
electricity market and provide increasing stable cash flows once
commissioned. As a result, Fitch expects the EBITDA share of the
power division to be sustainably at about 40% by 2024, exceeding
the metallurgy business's 35% based on Fitch's aluminium price
deck.

Negative FCF: As MYTIL is further scaling up its capex Fitch
expects negative FCF in 2021-2022 before it turns neutral in 2023
as the power division starts providing material incremental cash
flows. The new power plant will start commercial operations in
mid-2022, while the renewable energy sources (RES) portfolio will
gradually ramp up. However, the group has flexibility to postpone
growth capex and preserve cash in case of need as only around 22%
of total projected capex in 2021-2024 is for maintenance works.

Limited M&A Headroom: Fitch understands from management that the
group will keep monitoring the market for small bolt-on
acquisitions. MYTIL is active in the bidding process of acquiring
Domestic Energy Producers Alliance (DEPA), a natural gas supply
company of Greece.

Management aims to maintain net debt-to-EBITDA below 3x, with
temporary deviations to accommodate possible acquisitions or heavy
capex. Fitch expects FFO net leverage to increase to 3.3x at
end-2021, temporarily exceeding Fitch's negative guideline of 3.0x.
In Fitch's view, the group currently has limited headroom in its
'BB' rating for material spending on acquisitions. Fitch would
consider M&A an event risk.

Diversified Business Profile/Synergistic Model: The group's
operations across three sectors with distinctive characteristics
offer diversification and strengthen the overall business profile.
This was evident in 2020 where weaker metallurgy, RSD and SES
performance was fully mitigated by strong power-generation
performance. Furthermore, synergies created within the group's
diversified business units provide certain cost-competitive
advantages. Historically FFO margin has been above 12% and Fitch
expects sustainable FFO margins of 12%-14% over the next four
years.

Small-Scale, Low Cost Aluminium Unit: Fitch forecasts the
metallurgy division to account for about 35% of EBITDA on average
over 2021-2024 (46% in 2020). MYTIL is a small-scale, single-plant
aluminium producer, which operates across the value chain. Its own
alumina production covers more than 100% of its aluminium smelter
needs and its self-sufficiency in bauxite was about 35% of its
total alumina refining needs in 2020. CRU estimates that MYTIL's
alumina refinery and aluminium smelter are positioned in the first
and second quartile of the global cost curve, respectively. Fitch
expects MYTIL's site to remain cost-competitive, further supported
by a cost-optimisation programme (Hephaestus) in 2021.

Margins to Improve in Construction: Fitch expects MYTIL to improve
profitability in RSD to over 10% from 2022 from about 6%-7% in
2019-2020, following the successful execution of BOT projects,
which usually have double-digit margins versus solar power plants
developed for third parties. Fitch also forecasts the SES segment's
profitability to improve to above 10% from 2021, supported by
implementation of more complex sustainable projects (solid and
liquid waste management, infrastructure, energy efficiency
project). Fitch expects RSD and SES to contribute 30% to EBITDA on
average over 2021-2024 (9% in 2020).

Expansion in Solar Power: Fitch positively views expansion into
solar power projects in the construction business, due to strong
underlying demand for renewables globally and MYTIL's solid
experience in this niche. This will support revenue growth in RSD,
and has lower construction risk than traditional gas-fired
projects. However, this expansion slightly erodes profitability as
solar parks' margins for third parties are usually of single-digit
range. In addition, the execution of BOT projects, which are funded
by MYTIL at the initial stage, drives higher working-capital
volatility and is subject to the risk of sales delay that might
constrain revenue and cash flow generation versus Fitch's rating
case.

Growing Power Business Enhances Stability: Fitch deems MYTIL's
growing electricity business, which is characterised by low
cyclicality relative to other divisions', as credit-positive. The
group is the largest domestic independent power producer and
supplier. Fitch foresees some short-term volatility in the market
with the introduction of the target model in Greece as seen in many
European countries. However, Fitch does not expect this to
materially affect the power business, which Fitch believes will
remain resilient. The group also continues to expand its share in
the Greek electricity supply market (currently 7.7%).

Green Agenda in Focus: MYTIL aims to reduce Scope 1 and 2 carbon
dioxide emission in metallurgy by 65%, in the power division by 50%
per MWh and to have a neutral carbon footprint in SES and RSD by
2030. Over the long term, the group targets to achieve net zero
emissions by 2050. The cost of such transformation is significant,
which given uncertainties around the regulatory framework, is hard
to predict. From 2024, the group expects to produce all its
aluminium from renewable energy sources.

DERIVATION SUMMARY

Given the diversified nature of MYTIL's operations, Fitch compares
the group's separate business units with the most relevant
companies that operate in the metallurgy, utilities and
construction industries.

Metallurgy: The group's metallurgy business, which is the core
EBITDA driver, benefits from a competitive cost base positioned in
the first/second quartile of the global aluminium cost curve,
partial self-sufficiency in bauxite, in-house anode production and
a captive power plant that produces steam for alumina production.
However, its small scale in comparison with United Company RUSAL,
international public joint-stock company (B+/Stable), Alcoa
Corporation (BB+/Stable) and China Hongqiao Group Limited
(BB-/Stable), single-asset base and low exposure to
value-added-products constrain the group's business-profile
assessment.

Power & Gas: MYTIL is the largest IPP in Greece and second-largest
power producer after the state-owned Public Power Corporation S.A.
(PPC; BB-/Stable). It operates high-quality assets that are
strongly positioned at the front end of the merit order. A
challenging regulatory environment following the transition to
target model in Greece and expected material capex over the rating
horizon are key constraining factors. The group is comparable to
other EMEA utilities and electricity generation companies,
including PCC, Enel Russia PJSC (BB+/Stable), Bulgarian Energy
Holding EAD (BEH; BB/Positive).

RSD and SES Businesses: MYTIL possesses a fairly strong position in
the niche segment of energy-project construction with a long record
and historically strong order backlog, which provides revenue
visibility over the medium term. However, the business-profile
assessment remains constrained by its small scale in comparison
with Ferrovial S.A. (BBB/Stable), Petrofac Limited (BBB-/Negative)
and Webuild S.p.A. (BB/Negative), and by a rather concentrated
project portfolio and customer base, plus a fairly high exposure to
developing markets with a higher risk profile. Its expansion into
solar power and growing presence in infrastructure projects should
improve the business-segment diversification and will provide the
group with solid cash generation once the projects are successfully
delivered.

KEY ASSUMPTIONS

-- Fitch's aluminium price deck at USD1,950/tonne in 2021,
    USD1,850/tonne in 2022-2023 and USD1,900/tonne in 2024;

-- USD/EUR exchange rate of 0.83 over the next four years;

-- Aluminium production gradually increases to 250kt in 2022;

-- Material contribution to EBITDA from the new CCGT power plant
    starting from mid-2022;

-- EBITDA margin at around 15% on average during 2021-2024;

-- Working-capital volatility driven primarily by RSD and SES
    business units. Fitch forecasts outflow of about EUR100
    million p.a. in 2021-2022, followed by working-capital
    reversal in 2023-2024 mainly due to execution of BOT projects;

-- High capex in 2021-2024, in line with management's guidance,
    primarily reflecting the new power plant construction and
    development of RES projects. Total capex is estimated at about
    EUR1.2 billion during 2021-2024; and

-- Stable dividends of around EUR50 million per year, in line
    with 2020's, over the next four years.

RATING SENSITIVITIES

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

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

-- Further increase in scale with higher contribution from the
    less volatile power & gas segment;

-- Sustained positive FCF.

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

-- FFO net leverage sustained above 3.0x;

-- EBITDA margins below 10% on a sustained basis;

-- Sustained negative FCF;

-- Material debt-funded M&As.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: As at end-2020, MYTIL had EUR467 million of
Fitch-defined readily available cash that was more than sufficient
to cover its short-term debt repayments and expected negative FCF
of around EUR300 million in 2021. The group has minor scheduled
maturities until November 2024, when its EUR500 million senior
unsecured bond matures. Available undrawn credit facilities of
around EUR836 million at end-2020 with maturity over one year
provide an additional cash buffer.

Exposure to Greek Financial System: Most of MYTIL's bank debt is
from Greek financial institutions and about 49% of its cash at
end-2020 was located within various Greek banks, rated by Fitch at
'B-' and below. The Greek banking sector faces significant
asset-quality issues with an extremely high level of non-performing
loans.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Fitch reclassified around EUR6.7 million of depreciation of
    right-of-use assets and around EUR2.3 million of interest on
    lease liabilities as lease expenses, reducing Fitch-calculated
    EBITDA by around EUR9 million in 2020.

-- Fitch adjusted debt as at end-2020 for factoring and pre
    export financing (PXF) by EUR65.7 million and EUR45 million,
    respectively. Related adjustments were made in the cash flow
    statement. Fitch has also adjusted EUR2.8 million of factoring
    and PXF-related interest paid in the cash flow statement.

-- Fitch adjusted cash in the amount of 5% of revenue attributed
    to the construction segment, which Fitch treats as not readily
    available for debt repayment because of seasonal working
    capital swings. Fitch also adjusted for cash held in countries
    (Algeria, Ghana and Libya) with potential barriers to access
    by EUR1.6 million as at end-2020.

-- Fitch also adjusted debt as at end-2020 by EUR27.7 million to
    indicate the actual outstanding amount to be redeemed.

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.



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

AURIUM CLO V: Moody's Assigns B3 Rating to EUR14.3M Class F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Aurium CLO V
Designated Activity Company (the "Issuer"):

EUR172,800,000 Class A Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR25,750,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR12,750,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Definitive Rating Assigned Aa2 (sf)

EUR36,300,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR27,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

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

EUR14,300,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

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

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

On the Original Closing Date, the Issuer also issued EUR40,750,000
Subordinated Notes due 2034 which will remain outstanding.

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

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

Moody's 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: EUR440,000,000

Defaulted Asset: EUR0 as of January 29, 2021 [1]

Diversity Score: 43 (*)

Weighted Average Rating Factor (WARF): 2845

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 42.50%

Weighted Average Life (WAL): 8.5 years

ORLA KIELY: Administrators Due to Secure Extra Licensing Royalties
------------------------------------------------------------------
Gordon Deegan at The Irish Times reports that administrators of a
licensing arm attached to the collapsed Orla Kiely fashion retail
empire have said additional licensing royalty payments are due to
the administration estate.

The administrators to the Kiely Killyon Stem LLP confirmed they
have secured a GBP120,000 (EUR139,000) settlement in respect of
royalties owed in the latest six-month reporting period, The Irish
Times relates.

They stated that this was secured after their forensics team
conducted an investigation into the royalties received, The Irish
Times notes.

The main activity of Killyon Stem LLP was in holding license
agreements with manufacturers on behalf of the Orla Kiely brand.

Administrator Chris Newell has also been overseeing the
administration of Ms. Kiely's main business, Kiely Rowan plc, which
collapsed with debts of GBP7.25 million in September 2018, The
Irish Times discloses.

The partnership owed secured creditor Metro Bank plc GBP2.15
million on appointment and Mr. Newell reported that GBP284,253 has
been distributed to the bank to date, including GBP65,753 in the
latest six months, The Irish Times states.

Mr. Newell said it is not anticipated that Metro Bank will be paid
in full.  He confirmed that he has received four claims from
unsecured creditors totalling GBP1.9 million and he estimated that
the final dividend to unsecured creditors will be in the range of
20p to 30p in the pound, The Irish Times relays.

Mr. Newell, as cited by The Irish Times, said the focus of the
joint administrators' investigations remains on fully exploring the
flow of funds through the Orla Kiely group companies -- Killyon
Stem LLP and Kiely Rowan plc.

Mr. Newell contends that the failure of the business appears to be
the amounts used to fund the business of the US entity where the
opening of a store in New York City created a drain on cash flow,
causing the requirement for additional borrowing, which eventually
lead to the collapse of the group, according to The Irish Times.


[*] IRELAND: Covid-Hit Firms Won't Survive Once Supports Removed
----------------------------------------------------------------
Eoin Burke-Kennedy at The Irish Times reports that the governor of
the Central Bank of Ireland has warned that many Irish firms will
not survive the pandemic, and will no longer be viable once State
supports are removed.

"The viability and survival prospects of many affected firms
remains highly uncertain, and is likely to depend on a range of
future policy choices," Gabriel Makhlouf told a webinar event
hosted by the University of Limerick, notes the report.  "These
choices will be difficult, and will have profound implications for
our economy."

Thousands of firms, particularly in the hard-hit sectors of
hospitality and retail, have been kept afloat by Government support
measures, The Irish Times notes.  However, the removal of these
measures combined with the changed consumer environment is expected
to see many go under in the coming months, The Irish Times states.

According to The Irish Times, Mr. Makhlouf warned that "while
[Government] policy choices have led to an avoidance of widespread
insolvency up to now, it is an unfortunate reality that the effects
of the pandemic on SME balance sheets, combined with structural
changes that have either been created or exacerbated by it, mean
that some SMEs will be unviable" .

"It would be a mistake to continue with protection and forbearance
in perpetuity, just as it would be wrong to allow all companies
making losses currently to fail," he said, says the report.

The governor said the shock to SME revenues from the pandemic was
"severe" in 2020, The Irish Times relays.

He highlighted research jointly published on April 19 by the
Central Bank and the Economic and Social Research Institute (ESRI)
which shows that while the hospitality sector has experienced the
most severe crisis, the revenue shock has also been significant
across all other sectors, The Irish Times discloses.

The survey, carried out between July and September last year, found
that over 70% of firms experienced some fall in turnover during
lockdown, The Irish Times states.

It identified two groups of SMEs, those that were loss-making in
2019 and those that were merely breaking even in 2019, which
account for almost a quarter of SMEs, suggesting they could be
vulnerable to liquidation when insolvency criteria begin to
normalise, The Irish Times notes.

The research also shed light on how effectively SMEs have cut their
overheads in the face of a curtailed trading environment, noting
that company expenditure fell by 8.5% on average, with 40% of
companies cutting their spending, The Irish Times relates.

It said over 36% of firms made a loss, while another 30 per cent
"broke even" in 2020, The Irish Times notes.

"These figures suggest that while companies have indeed managed to
adjust to the realities of the pandemic, this adjustment for many
reasons has not been enough to avoid companies experiencing
losses," The Irish Times quotes Mr. Makhlouf as saying.

"Policymakers have acted to support vulnerable businesses and,
thankfully, the pandemic has not yet been characterised by
widespread company failures, owing to the unprecedented level of
direct fiscal support and creditor forbearance that is in the
system," he said




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

MODULAIRE INVESTMENTS: Fitch Alters Outlook on 'B' LT IDR to Stable
-------------------------------------------------------------------
Fitch Ratings has revised Modulaire Investments 2 S.a.r.l's
(Modulaire) Outlook to Stable from Negative, while affirming the
company's Long-Term Issuer Default Rating (IDR) at 'B'.

Fitch has also affirmed the ratings of the senior secured notes
issued by Modulaire Global Finance Plc (Modulaire Finance) at 'B+'
with a Recovery Rating of 'RR3' and the senior unsecured notes
issued by Modulaire Global Finance 2 plc (Modulaire Finance 2) at
'CCC+' with a Recovery Rating of 'RR6'

The revision of the Outlook reflects Fitch's view that Modulaire's
business model held up well during the initial wave of the Covid-19
pandemic. In particular earnings generation has developed
favourably over recent months, supported by healthy organic
business performance as well as a number of income-accretive
acquisitions during the year. The broader economic backdrop in its
core markets (most notably in the EU) shows signs of a sustained
recovery, which in Fitch's view should support fleet-utilisation
rates and future demand for Modulaire's service offering.

KEY RATING DRIVERS

IDR

Modulaire (which underwent a legal entity rebranding from Algeco in
3Q20) focuses on the leasing and sale of modular-space units.
Following the disposal of its US business, Target Lodging, in 2018
the company's core operations are focused on the European market
and, to lesser extent, smaller-scale operations in the Asia-Pacific
region (in particular Australia, New Zealand and China).

Aided by a number of bolt-on acquisitions during 2020 (including
Malthus Uniteam and Wexus both in Norway, Temporary Space Nordics
in Denmark and Advante in the UK), this further enhanced the
company's franchise in the fragmented European modular leasing
sector. While pricing power in the homogeneous modular space is
somewhat limited, Modulaire's focus on value- added products and
services (such as furnishings and systems installations) should
help support pricing stability. Its diversified underlying client
portfolio also to some degree mitigates the inherent cyclicality in
the industries that Modulaire services. Fitch's company profile
assessment also recognises Modulaire's limited scale in absolute
terms as well as the company's predominantly monoline business
model (focused mainly on modular leasing).

Leverage remains a rating constraint for Modulaire, with cash flow
leverage (calculated by Fitch as gross debt/ EBITDA) at a high 6x
at end-2020, albeit down from the 6.7x reported at end-2019. Net
leverage is typically somewhat lower, albeit still high (at 5.2x at
end-2020). Pro-forma for recent acquisitions gross leverage at
end-2020 would have stood at around 5.4x and net leverage at around
4.6x, with the latter supported by EUR291 million in cash and
cash-equivalents. Fitch views Modulaire's deleveraging potential as
sound over the short-to-medium term, as the recently concluded
strategic acquisitions are bedded down comprehensively and
corresponding earnings are accounted for on a full-year basis.

Fitch recognises management's stated intentions to reduce net
leverage to below 5x over the short term. In this regard, Fitch
notes positively that recent acquisitions were to a significant
proportion funded by internal resources, in particular the
down-streaming of EUR103 million in cash previously held outside
the restricted group as well as a EUR175 million bond tap
undertaken in mid-2020. Modulaire's balance-sheet leverage (gross
debt / tangible equity) remains weak, as high finance charges
undermine profitability and, ultimately, capital accumulation.

For 2020, Modulaire reported EBITDA of EUR350 million (including
EUR60 million in acquisitive earnings). On a purely organic basis,
EBITDA grew 10% YoY to EUR290 million, supported in particular by a
strong recovery in demand in 2H20 and continuous efficiency
improvements across the company. Resilience in earnings generation
against a challenging economic backdrop was in particular supported
by the long-dated nature and robustness of its rental contracts
(typically in excess of one year), the essential nature of
Modulaire's equipment offering (which discourages a temporary
withdrawal from the site of operation) as well as the continued
focus on supplementing its modular units with value-added products
and services, which typically attract healthy margins.

Our profitability assessment, however, also recognises Modulaire's
sustained weak profitability (and associated lack of capital
accumulation), which is weighed down in particular by high interest
charges incurred as a result of its significant debt funding.

Modulaire continues to rely notably on significant external debt
funding, comprising a mix of an asset-backed senior secured
revolving credit facility (ABL facility) and senior secured and
unsecured notes. While near-term refinancing risk of outstanding
debt is low (as the nearest maturities fall due in February 2023),
asset encumbrance is pronounced as secured funding sources account
for a fairly large proportion of the funding mix. In addition, due
to high interest expenses (EUR169 million in 2020), interest
coverage remains fairly weak (at 2.1x in 2020). Liquidity is sound
(EUR291 million cash on balance sheet as at end-2020), and remains
supported by the cash-generative nature of its operations and
continued focus on effective working-capital management.

SENIOR SECURED AND UNSECURED NOTES

Modulaire's ABL facility has a first lien on assets under certain
jurisdictions (Australia, New Zealand and the UK) and a second lien
on assets in the rest of the world. Fitch assumes the assets under
ABL jurisdiction will be able to cover the EUR93 million
outstanding ABL amount at end-2020 and therefore views the
instrument as super senior to the senior secured notes. Recoveries
for senior secured noteholders stand at an estimated 60%, resulting
in a long-term rating of 'B+' with 'RR3', one notch above
Modulaire's Long-Term IDR. Recoveries for senior unsecured notes
are zero (RR6), resulting in a rating two notches below Modulaire's
Long-Term IDR, at 'CCC+'.

Modulaire has an ESG relevance score of 4 for Management Strategy.
This reflects Fitch's view that strategic execution is weighed down
by the complexity of Modulaire's governance structure, including
the ability to upstream resources from the restricted group.

RATING SENSITIVITIES

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

-- A sustained reduction in gross cash flow leverage to below 5x;
    and/or a notable and improvement in the interest coverage
    ratio approaching 3.5x.

-- Demonstrated company profile strength, manifested in
    particular by greater franchise entrenchment, larger business
    scale and enhanced business model diversification within the
    broader modular space sector.

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

-- An increase in gross cash flow leverage approaching 7x or
    muted deleveraging efforts with Modulaire's gross debt-to
    EBITDA above Fitch's downgrade threshold of 6x on a sustained
    basis.

-- A significant narrowing of the differential in gross and net
    cash flow leverage - in particular from a reduction in on
    balance sheet cash reserves other than for the purpose to fund
    EBITDA-accretive acquisitions (e.g. outsized distributions to
    shareholders).

-- A weakening in the interest coverage ratio.

-- A sustained weakening in franchise strength, in particular if
    accompanied by a sustained weakening in rental rates or a
    protracted weakening in asset-utilisation metrics.

The ratings of the senior secured and senior unsecured notes are
primarily sensitive to a change in Modulaire's Long-Term IDR.
Changes leading to a material reassessment of potential recovery
prospects, for instance, changes in equipment valuation or the
competitive environment could trigger a change in the rating. In
the case of Modulaire's senior secured notes, a material increase
in its ABL size or the introduction of other more senior debt
instruments could lead to a downgrade of the notes' rating.

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.

ESG CONSIDERATIONS

Modulaire has an ESG relevance score of 4 for Management Strategy
due to the complexity of its governance structure, which has an
impact on its credit profile and is relevant to the rating in
conjunction with other factors.

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

PICARD BONDCO: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.
---------------------------------------------------------------
Fitch Ratings has changed Picard Bondco S.A.'s (Picard) Outlook to
Negative from Stable due to a material and sustained increase in
leverage in FY22 (ending March 2022) from the announced shareholder
distribution. The Long-Term Issuer Default Rating (IDR) has been
affirmed at 'B'.

Fitch has concurrently assigned Picard Groupe S.A.S's new super
senior secured revolving credit facility (RCF) and planned new
senior secured notes expected ratings of 'BB(EXP)' with a Recovery
Rating 'RR1' and 'B+(EXP)' with 'RR3', respectively. Fitch has also
assigned an expected rating of 'CCC+(EXP)' with 'RR6' to Picard's
planned senior unsecured notes.

Proceeds from the issuance will be used to refinance existing
indebtedness and, together with existing cash on its balance sheet,
finance shareholder distribution of up to EUR276 million. Upon
completion of the refinancing Fitch plans to withdraw the existing
ratings for the debt instruments issued under the current capital
structure.

The announced dividend recapitalisation puts on hold Picard's rapid
deleveraging over the past two years. Fitch expects funds from
operations (FFO) adjusted gross leverage to remain between 8.5x and
9.0x in FY23 and beyond (after peaking at 9.8x in FY22), which is
outside the levels compatible with the current rating. Therefore,
Picard has no rating headroom at its current level, which underpins
the Negative Outlook. The trend in future operating performance,
along with the materiality of further shareholder distributions,
will help determine the future rating trajectory. The persistently
high leverage is a key rating constraint on the IDR.

Positively the IDR reflects Picard's leading position and premium
positioning in the frozen-food market in France, anchored around
the group's strong performance since the start of the pandemic,
continuing profitability, which remains very high versus sector
peers', and sound financial flexibility.

KEY RATING DRIVERS

Dividend Recapitalisation Affects Leverage: The planned dividend
distribution will increase the total debt quantum by around EUR150
million, leading to a material leverage increase from Fitch's
previous forecast. Picard's high leverage remains a key rating
constraint, with FFO adjusted gross leverage expected to remain
around 9.0x until at least FY23, a level more commensurate with the
'CCC' rating category. Shareholders continue to extract cash from
Picard's highly cash-generative business model, following dividend
recaps of 2017 and 2018. The group still has strong deleveraging
capacity but has exhausted its headroom under its 'B' rating.

Lower Near-term Refinancing/Liquidity Risks: The announced
refinancing of all Picard's debt will move debt maturities beyond
FY27, mitigating any refinancing risk for several years. Liquidity
will also be supported by a newly doubled RCF limit of EUR60
million. In the longer term, Fitch still sees refinancing risk as
material, subject to the sponsors' attitude towards deleveraging
closer to key contractual debt maturities, in the absence of
meaningful incentives to deleverage well in advance. Fitch expects
the current deleveraging path to be slow, with FFO adjusted gross
leverage likely to remain above 8.0x until 2025 when refinancing
would become a more pressing issue.

Strong Covid-driven Performance: After a moderate start to FY20
with neutral-to-mild LFL sales growth, Picard saw LFL sales growth
accelerate to 14% in 4QFY20 and over 17% as of 9MFY21. Effective
negotiations with suppliers allowed to the group to maintain
healthy operating margins. Given its strong brand awareness and
remaining uncertainties over social distancing and restriction
measures that are expected to last well into 2021, Fitch forecasts
at least part of those extraordinary revenues will be retained.
Fitch still forecasts a material decrease in sales in FY22 due to a
high base effect in FY21, albeit in line with other rated food
retailers' as the effect of the pandemic abates.

Less Pressure on Profitability: Due to its demonstrated ability to
control costs, Fitch expects Picard will maintain EBITDA margin
over 13% in the medium term. Fitch still expects margins to trend
downwards over the next four years due to a tougher cost
environment in France than in previous years. Fitch believes that
Picard's profit margins, which remain very high for the sector,
will continue to be underpinned by the group's business model, with
revenues largely generated by own-brand products and structurally
profitable asset-light international expansion. Maintaining solid
profitability and cash generation remains key to an Outlook
revision to Stable, alongside a moderation in shareholder
distributions.

Uncertainty Over Financial Policy: The shareholder structure of
Picard changed in early 2021, as Aryzta sold its remaining stake in
the group. However, Fitch expects a shareholder-friendly policy to
remain in place, as the new bond documentation allows for
substantially larger dividend distributions, including large
one-time distributions as the permitted unused dividend limit will
now be carried over. Fitch's rating case, however, factors in
moderate amounts of dividends of around EUR30 million over the next
four years, and Fitch also does not include in Fitch's forecast
dividends other than those assumed in the refinancing for FY22.

Robust Business Model: Picard's leadership in a niche market and a
highly profitable own brand continue to underpin the group's
business model. Despite its strong performance, structural market
changes that are likely to accelerate after the pandemic and
growing competition from organic food retailers in France are
likely to add to pressure on sales and profitability. However,
Fitch does not expect significant pressures at least over the next
two years.

Positive Free Cash Flow: Fitch expects Picard will continue to
consistently benefit from a high cash- conversion ratio due to the
combination of structurally high profitability, limited
working-capital swings and low capex needs. Fitch therefore expects
positive free cash flow (FCF) in FY22-FY24 despite fairly high
interest costs (due to its debt quantum) and forecast dividends.
Fitch continues to see this cash flow generation as a key positive
differentiating factor from retail peers, offsetting Picard's high
leverage to some extent.

DERIVATION SUMMARY

Picard's rating remains constrained by significantly higher
leverage than peers'. Despite a robust business model in the niche
frozen-food segment, its overall profile is weaker than that of
larger food retail peers, such as Russian retailers X5 Retail Group
N.V. (BB+/Stable) or Lenta LLC (BB/Positive), due to its smaller
scale and lower diversification. Picard is also smaller than UK
frozen-food specialist Lannis Limited (B/Stable) although
significantly more profitable.

Picard enjoys a strong brand awareness, which is key for its market
leadership in the French frozen-food retail sector. It also has
high profitability mainly due to its unique business model mostly
based on own-brand products, which make it comparable with food
manufacturers, rather than with its immediate food retailing peers.
This differentiating factor implies superior cash-flow generation
that supports a greater debt capacity, as reflected in its
significantly higher leverage compared with close peers', amid
adequate financial flexibility and a solid liquidity position.

KEY ASSUMPTIONS

Fitch's key assumptions for its rating case include:

-- Revenue growth of 15% in FY21 due to Covid-19, -6% in FY22 due
    to a high base effect and then 3%-4% CAGR from FY23.

-- Capex averaging 3% of sales over the next four years.

-- EUR276 million dividends in FY22, followed by EUR30 million on
    average from FY23.

-- Working-capital normalisation reflected in a gradual decrease
    of payable days.

Key Recovery Ratings Assumptions

In Fitch's recovery analysis, Fitch follows a going-concern (GC)
approach in restructuring and believe that Picard would be
reorganised rather than liquidated.

Our calculations reflect Picard's brand value and well-established,
albeit niche, position, in the French frozen-food market. Its GC
enterprise value of EUR990 million is based on a GC
post-restructuring EBITDA of EUR165 million (35% lower than the
estimated FY21 result), reflecting permanent improvements to its
cost structure and an increased customer base in recent years.
Fitch regards this level of GC EBITDA as appropriate as it would be
sufficient to cover a cash debt service cost of EUR60 million,
estimated cash taxes under a stressed scenario of about EUR40
million and sustainable capex of EUR55 million to maintain the
viability of Picard's business model.

Fitch applies a multiple of 6.0x to reflect the structurally
cash-generative business operations despite their small scale.
After deducting 10% for administrative charges, post-restructuring
EV is EUR891 million.

Fitch also assumes a fully drawn EUR60 million RCF under the new
debt structure.

Under the planned debt structure, Fitch's waterfall analysis
generates a ranked recovery for the super-senior RCF in the 'RR1'
category, leading to a 'BB(EXP)' instrument rating with a waterfall
generated recovery computation (WGRC) output percentage of 100%
based on current metrics and assumptions. The waterfall analysis
generates a ranked recovery for the senior secured floating-rate
notes in the 'RR3' category, resulting in a 'B+(EXP) rating with a
WGRC of 57%, and for the senior notes in the 'RR6' category, with a
rating of 'CCC+(EXP)' and a WGRC of 0%.

RATING SENSITIVITIES

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

-- Continuation of solid operating performance, for example
    reflected in positive like-for-like revenue growth from FY2023
    onwards, and superior profitability for the sector with strong
    FCF margin at mid-single digits;

-- FFO adjusted gross leverage below 6.5x on a sustained basis
    driven mostly by debt prepayments reflecting a commitment to
    more conservative capital allocation;

-- FFO fixed-charge cover above 2.2x on a sustained basis.

Developments that may, individually or collectively, lead to
outlook stabilization:

-- Continuation of solid operating performance, as reflected in
    neutral to positive like-for-like revenue growth from FY2023,
    along with high profitability -e.g. at least low-to-mid single
    digit FCF margin;

-- Evidence of less aggressive capital allocation leading to FFO
    adjusted gross leverage trending towards 8.5x, or below, over
    the rating horizon;

-- FFO fixed-charge cover above 2.0x on a sustained basis

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

-- Deteriorating competitive position post-pandemic leading to
    sustained erosion in like-for-like sales and EBITDA margin in
    tandem with aggressive dividend policy resulting in FFO
    adjusted gross leverage staying above 8.5x (7.0x net of cash)
    by end FY23;

-- In the event of operating outperformance, material dividend
    distributions leading to FFO adjusted gross leverage staying
    above 9.0x over the rating horizon, or above 8.5x (7.0x net of
    cash) at least two years before major contractual debt
    maturities;

-- Diminished financial flexibility, given lost financial
    discipline, reduced liquidity headroom or FFO fixed-charge
    cover permanently below 1.5x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: Fitch expects Picard's liquidity to remain
healthy, with EUR85 million Fitch-adjusted available cash
post-refinancing. The new RCF should provide an extra EUR60 million
of liquidity (twice the current RCF), further improving the
liquidity profile. Fairly low capex intensity and manageable
working-capital outflows provide healthy positive FCF generation
that further reinforces Picard's liquidity profile. Fitch forecasts
Picard to maintain healthy available cash levels of at least EUR150
million over FY22-FY24, but liquidity can be threatened by sizeable
cash outflows related to M&A or dividend distributions.

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.



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

BOELS TOPHOLDING: Fitch Alters Outlook on 'BB-' LT IDR to Stable
----------------------------------------------------------------
Fitch Ratings has revised Boels Topholding B.V.'s Outlook to Stable
from Negative while affirming the company's Long-Term Issuer
Default Rating (IDR) at 'BB-' . Fitch has also affirmed the rating
of Boels' senior secured debt at 'BB-'.

The Outlook revision reflects the extent to which Boels' EBITDA has
held up amid the Covid-19 pandemic, thereby containing the impact
on leverage from the company's debt-funded acquisition of Cramo plc
in 1Q20.

KEY RATING DRIVERS

IDR

The IDR reflects Boels' leverage following the Cramo acquisition,
the potential for demand fluctuations within Boels' customer base,
and the long-term requirement for recurring capex to maintain a
young and productive fleet. The rating also takes into account
Boels' number-two position in the European market following the
addition of Cramo's geographically complementary business to its
own franchise, management's significant experience in the equipment
rental sector, and its plans over the medium term to bring leverage
back down towards pre-Cramo levels.

For 2020 Fitch expects Boels to achieve EBITDA prior to exceptional
items of around EUR400 million, similar to the aggregated 2019
result of the Boels and Cramo businesses despite operating under
the constraints of the lockdown measures across most European
countries. These affected economic activity and associated rental
equipment demand in many sectors, notably construction, from which
Cramo in particular has historically drawn a large proportion of
its business. However, Boels' core footprint of Benelux,
Scandinavia and central Europe benefited in general from a lower
level of restrictions than the French and southern European
markets, where Boels is less active.

In view of the cash flow-driven nature of Boels' business, Fitch
uses EBITDA-based metrics in assessing leverage, and anticipates
end-2020 gross debt-to-EBITDA of around 4x. Boels' capex is
moderately discretionary in the short term, enabling the company to
reduce investment at the onset of a downturn and thereby conserving
liquidity at a time of reduced cash inflows. Boels entered the
pandemic with a fairly young inventory, but over a longer period
regular capex is key to maintaining a productive fleet, giving
depreciation some of the characteristics of a recurring operating
expense. Fitch therefore also monitors debt/EBIT metrics, estimated
to be in excess of 10x in the wake of the Cramo acquisition, as a
measure of debt relative to earnings unadjusted for temporary capex
variations.

Balance-sheet leverage (as measured by gross debt-to-tangible
equity) is also presently high as the Cramo acquisition gave rise
to substantial goodwill. However, Fitch expects tangible equity to
grow again via earnings retention in the coming years.

On acquiring Cramo Boels refinanced all of both predecessor
companies' debt, via term loans maturing in 2026-27. Additional
liquidity is provided by a EUR179 million revolving credit
facility, also available until 2026. The tenor of the debt removes
near-term refinancing risks, subject to complying with a 6.5x net
debt-to-EBITDA covenant for all debt (tested quarterly) and
satisfying 1.25% quarterly amortisation of the term loan A
tranche.

Prior to Covid-19 the equipment rental sector had been growing
significantly, as an increasing proportion of end-users in many
European markets chose to rent equipment rather than own it. Fitch
expects this trend to continue, especially if businesses stretched
by the current economic environment have less funding available for
their own capital investment. Multi-site operators such as Boels
enjoy further advantages over independents in the depth of fleet
they are able to stock, as well as in brand recognition, and a wide
franchise brings increased purchasing power in procurement and
other scale benefits.

As a private company, Boels lacks the degree of governance scrutiny
typically applied to a public company, but Fitch views positively
the family interest in the long-term health of the business, with a
record of reinvesting earnings rather than extracting them in
dividends, and the expressed intention of continuing this policy in
the medium term to aid deleveraging.

SENIOR SECURED DEBT

Boels' debt is classified as secured, but, in the absence of direct
security over operating assets, Fitch rates it in line with Boels'
Long-Term IDR (as it would an unsecured obligation), indicating
average recovery prospects.

RATING SENSITIVITIES

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

IDR

-- Gross debt-to-EBITDA below 3.5x on a sustained basis, without
    deterioration in Boels' other financial attributes.

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

-- A reduction in EBITDA, which leads Fitch to expect a
    meaningful delay to Boels' currently anticipated deleveraging;
    for example if Boels' gross debt-to-EBITDA rises above 6x.

-- Insufficient liquidity or access to funding to support the
    capex required to maintain an attractive fleet.

-- Material erosion of earnings by impairment of fleet valuations
    or losses on the disposal of used equipment.

SENIOR SECURED DEBT

The debt ratings are primarily sensitive to a change in Boels'
Long-Term IDR. Should Boels introduce any debt secured on operating
assets ranking above rated instruments (or a subordinated tranche
below them), Fitch could notch the debt ratings down (or up) from
the Long-Term IDR, on the basis of weaker (or stronger) recovery
prospects.

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.

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
=========

BANCAJA FTA: Moody's Ups EUR16.1M Class D Notes Rating to Ba2 (sf)
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Moody's Investors Service has upgraded and affirmed the ratings of
Notes in four BANCAJA, FTA Series RMBS transactions. The upgrades
reflect the better than expected collateral performance and
increased levels of credit enhancement for the affected Notes.

Issuer: BANCAJA 7, FTA

EUR1670.2M Class A2 Notes, Affirmed Aa1 (sf); previously on Jun
29, 2018 Affirmed Aa1 (sf)

EUR39.9M Class B Notes, Upgraded to Aa2 (sf); previously on Jun
29, 2018 Upgraded to A1 (sf)

EUR23.8M Class C Notes, Upgraded to Baa1 (sf); previously on Jun
29, 2018 Upgraded to Baa3 (sf)

EUR16.1M Class D Notes, Upgraded to Ba2 (sf); previously on Jun
29, 2018 Upgraded to B1 (sf)

Issuer: BANCAJA 8, FTA

EUR1561.7M Class A Notes, Affirmed Aa1 (sf); previously on Jun 29,
2018 Affirmed Aa1 (sf)

EUR60.2M Class B Notes, Affirmed Aa1 (sf); previously on Jun 29,
2018 Affirmed Aa1 (sf)

EUR14.9M Class C Notes, Upgraded to Aa1 (sf); previously on Jun
29, 2018 Upgraded to Aa3 (sf)

EUR13.2M Class D Notes, Upgraded to A2 (sf); previously on Jun 29,
2018 Upgraded to Baa1 (sf)

Issuer: BANCAJA 10, FTA

EUR1537M Class A2 Notes, Upgraded to Aa1 (sf); previously on Jun
29, 2018 Upgraded to Aa2 (sf)

EUR500M Class A3 Notes, Upgraded to Aa1 (sf); previously on Jun
29, 2018 Upgraded to Aa2 (sf)

EUR65M Class B Notes, Affirmed B2 (sf); previously on Jun 29, 2018
Affirmed B2 (sf)

Issuer: BANCAJA 11, FTA

EUR1193M Class A2 Notes, Upgraded to Aa3 (sf); previously on Jun
29, 2018 Upgraded to A2 (sf)

EUR440M Class A3 Notes, Upgraded to Aa3 (sf); previously on Jun
29, 2018 Upgraded to A2 (sf)

The maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The upgrades of the ratings of the Notes are prompted by the better
than expected collateral performance and increase in credit
enhancements for the affected tranches. For instance, cumulative
defaults have remained largely unchanged in the past year, the
exact figures for each transaction include:

(i) BANCAJA 7, FTA, to 1.44% from 1.43%.

(ii) BANCAJA 8, FTA, to 4.32% from 4.26%.

(iii) BANCAJA 10, FTA, to 11.58% from 11.40%.

(iv) BANCAJA 11, FTA, to 13.13% from 12.92%.

Moody's affirmed the ratings of the classes of Notes that had
sufficient credit enhancements to maintain their current ratings.

Key Collateral Assumption Revised

As part of the rating actions, Moody's reassessed its lifetime loss
expectations and recovery rates for the portfolios reflecting their
collateral performances to date.

Moody's revised its expected loss assumptions as follows:

(i) BANCAJA 7, FTA, to 0.61% from 0.90%.

(ii) BANCAJA 8, FTA, to 2.38% from 2.44%.

(iii) BANCAJA 10, FTA, to 7.28% from 7.60%.

(iv) BANCAJA 11, FTA, to 8.30% from 8.80%.

All as a percentage of the original pool balance for each
transaction.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target ratings levels and the volatility of future
losses. As a result, Moody's has revised the MILAN CE assumptions
of each transaction as follows:

(i) BANCAJA 7, FTA, 7.0% unchanged.

(ii) BANCAJA 8, FTA, to 9.0% from 10.0%.

(iii) BANCAJA 10, FTA, to 13.0% from 16.0%.

(iv) BANCAJA 11, FTA, to 13.0% from 16.0%.

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

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
December 2020.

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

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (i) performance of the underlying collateral that
is better than Moody's expected; (ii) an increase in the Notes'
available credit enhancement; (iii) improvements in the credit
quality of the transaction counterparties; and (iv) a decrease in
sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (i) an increase in sovereign risk; (ii)
performance of the underlying collateral that is worse than Moody's
expected; (iii) deterioration in the Notes' available credit
enhancement; and (iv) deterioration in the credit quality of the
transaction counterparties.



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S W E D E N
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ORIFLAME INVESTMENT: Fitch Raises LT IDR to 'B+', Outlook Stable
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Fitch Ratings has upgraded Oriflame Investment Holding Plc's
(Oriflame) Long-Term Issuer Default Rating (IDR) and existing
senior secured rating to 'B+' from 'B'. The Outlook is Stable.

Fitch also assigned Oriflame's planned senior secured notes an
expected rating of 'BB-(EXP)' with a Recovery Rating of 'RR3'. The
assignment of final instrument rating is contingent on the
successful notes placement and refinancing of existing notes. Final
documents should conform to the information already received.

The IDR upgrade reflects significant deleveraging in 2020, despite
the pandemic, and Fitch's expectation that leverage will reduce
further in 2021 as sales volumes recover and EBITDA normalises
after unusually high staff bonuses in 2020. It is also supported by
the company's leverage target of below 2.5x, which is fully aligned
with a 'B+' rating. The rating is supported by Oriflame's strong
market position in direct-selling beauty and diversified
operations, partly offset by its exposure to foreign-exchange (FX)
risks and emerging markets, which increases the volatility of
revenue and profits.

The Stable Outlook reflects Fitch's expectation of steady operating
performance, combined with a prudent financial policy and
flexibility in dividends.

KEY RATING DRIVERS

Resilience to the Pandemic: Oriflame's performance in 2020 was more
resilient to the pandemic than Fitch had expected in April 2020,
when Fitch downgraded the IDR to 'B' from B+'. Its local currency
revenue fell only 2%, aided by the digitalisation of its business
model and ability of registered active representatives to market
Oriflame's products without in-person meetings with consumers.
EBITDA substantially exceeded Fitch's expectation and grew versus
2019 levels, despite reduced sales and higher staff bonuses. This
was achieved via cost controls, lower travel expenses and
cancellation of events for brand partners.

Exposure to FX, Emerging Markets: Oriflame operates in more than 60
countries - predominantly emerging markets - across Europe, Asia
and Latin America. This exposes the group to inherent volatility of
developing economies and FX risks as the cost of its products is
linked to hard currencies and its debt is effectively
euro-denominated. These risks materialised in 2020, and drove a 6%
reduction in the company's revenue.

Our rating case assumes that the depreciation of emerging-market
currencies relative to the euro will have a low single-digit impact
on Oriflame's revenue in 2021. This considers the geographical
diversity of Oriflame's operations, which insulates the company
from the adverse impact of significant depreciation of a single
currency. Given limited visibility over FX rates for a longer
period of time, 2021-2022 projections have a greater weight than
2023-2024 in Fitch's analysis.

Challenges in Asia: Asia is a big and promising market for Oriflame
(27% of total sales), especially in light of its strategy to grow
wellness and skincare products. However, performance in this region
was under pressure in 2019-2020 with local-currency sales falling
14% and the number of registered active members declining 6% in
2020. Fitch's rating case assumes sales will start growing from
2021 due to Oriflame's new reward programme and planned product
launches.

Leverage Reduction: Oriflame's funds from operations (FFO) net
leverage reduced to 4.7x in 2020, corresponding to a
management-defined leverage of 2.8x. The leverage was just slightly
above Fitch's positive rating sensitivity of 4.5x and materially
better than Fitch's expectations. Fitch sees potential for further
deleveraging as sales volumes recover from the pandemic and EBITDA
normalises after unusually high staff bonuses in 2020. This is also
supported by Oriflame's public net leverage target of below 2.5x,
which corresponds to FFO net leverage of below 4.5x that is
commensurate with a 'B+' rating.

Dividend Flexibility: Oriflame announced dividends in 2021 for the
first time since being taken private in 2019. Although this creates
some pressure on net leverage metrics, Fitch believes that the 'B+'
rating has some room to accommodate these outflows. This is also
supported by Fitch's expectation that Oriflame will maintain its
prudent financial policy and flexibility in dividends if operating
performance is below expectations. Its capital structure has
historically included low debt levels as the company has abstained
from dividend payments during years of challenging market
conditions.

Strategic Shareholder: Fitch believes that the presence of a
strategic shareholder favourably differentiates Oriflame from other
high-yield debt issuers, via dividend flexibility and a focus on
deleveraging. Nevertheless, any shift in the group's financial
strategy to a more aggressive stance than anticipated would be
negative for Oriflame's ratings and may lead us to consider gross,
rather than net, leverage for rating sensitivities.

Expected Positive FCF Despite Dividends: Oriflame's credit profile
benefits from the company's ability to generate free cash flow
(FCF) due to its asset-light business model and, subsequently,
limited capex needs. Fitch expects positive FCF to be maintained,
despite dividend payments, as it will be supported by the assumed
reduction in interest expenses following debt refinancing and
expected EBITDA improvement. However, FCF in 2021 will be
temporarily weakened by working capital outflows, driven by
inventory build-up and staff bonuses accrued in 2020 but paid in
1Q21. Fitch sees upside to Fitch's working-capital expectations as
Oriflame intends to improve working-capital turnover (payables days
in particular).

Product Diversification: Oriflame benefits from diversification
across all major beauty product categories, including skincare (26%
of 2020 sales), colour cosmetics (16%), fragrances (20%) and
personal and hair care (17%). Sixteen percent of revenue comes from
sales of wellness products, which enjoy growing demand and higher
profitability than some beauty products as consumers become
increasingly health-conscious. In 2020, growth in this category was
constrained by supply challenges but these have largely been
resolved and Fitch expects product availability to improve in 2021.
Fitch expects Oriflame's strategy to increase sales of more
expensive and profitable skincare and wellness products to be the
major driver of growth in revenue and profit margins over the
medium term.

Medium-Sized Company in Competitive Market: Oriflame holds leading
market shares in the direct-sales beauty sector in its core
countries of operation. However, it is a medium-size company in the
global beauty industry and is vulnerable to competition from large
multinational companies, innovative direct sellers and niche firms
that have emerged due to low-cost marketing via social media. This
positions the company's business profile in the low 'BB' rating
category, based on Fitch's Ratings Navigator for consumer
companies.

DERIVATION SUMMARY

Fitch rates Oriflame according to its Ratings Navigator framework
for consumer companies. Oriflame's closest sector peer is Natura
Cosmeticos S.A. (BB/Stable) as it also operates in the
direct-selling beauty market. Natura has stronger business and
financial profiles than Oriflame, which is reflected in its higher
rating. As in Oriflame, Natura is geographically diversified with
exposure to emerging markets but benefits from greater diversity
across sales channels and a substantially larger scale in the
sector as, after the acquisition of Avon Products Inc. (BB/Stable),
Natura is fourth-largest pure-play beauty company globally.
Natura's downgrade in 2020 reflected challenges of integrating Avon
and from the pandemic in Brazil but recent equity injection has
significantly improved leverage metrics, resulting in an upgrade
back to 'BB'/Stable.

Oriflame is rated higher than colour cosmetics company Anastasia
Intermediate Holdings, LLC (CCC). Anastasia's rating reflects an
unsustainable capital structure due to deterioration in operating
results and cash flow generation, which cast doubt over the
long-term health of the brand and the ability of management to
successfully execute new product launches and control expenses.
Anastasia is smaller than Oriflame by sales and EBITDA and has
narrower diversification by product and geography.

Oriflame has the same rating as THG Holdings plc (B+/Positive),
which operates in the beauty and well-being consumer market. It is
smaller in scale than Oriflame, as it operates mostly in the UK and
Europe but is not exposed to FX risks, although THG's revenues are
growing rapidly, organically and through M&A. Unlike Oriflame,
THG's strategy is based on bolt-on, increasingly equity-funded,
M&A. Fitch expects leverage to fall due to the group's commitment
to a conservative financial policy post-IPO. This is reflected in
the Positive Outlook on THG's rating.

No Country Ceiling, parent-subsidiary linkage or operating
environment aspects apply to Oriflame's ratings.

KEY ASSUMPTIONS

-- Low single-digit increase of revenue based on price-mix effect
    and volumes recovery over the next four years;

-- Low single-digit adverse FX effect in 2021;

-- EBITDA margin improving towards 16% by 2024 due to changes in
    product mix and optimised administrative costs;

-- EUR40 million one-off working capital outflow in 2021 with no
    additional adverse changes in working-capital turnover over
    2022-2024; payment of staff bonuses in 2021 assumed within
    working-capital outflows;

-- Capex not exceeding EUR12 million a year until 2024;

-- Dividend distribution around EUR60 million a year until 2024;

-- No M&A over the next four years.

RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Oriflame would be considered a
going-concern (GC) in bankruptcy and that the company would be
reorganised rather than liquidated. Fitch has assumed a 10%
administrative claim.

Oriflame's GC EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the enterprise valuation. The GC EBITDA is 15% below 2020
EBITDA to reflect the company's exposure to FX volatility and
emerging markets. An enterprise value (EV)/EBITDA multiple of 4x is
used to calculate a post-reorganisation valuation and is around
half of the take-private transaction multiple of 7.2x.

Oriflame's super senior EUR100 million revolving credit facility
(RCF) is assumed to be fully drawn upon default and ranks senior to
the company's existing senior secured notes of EUR748 million. The
waterfall analysis generated a ranked recovery for senior secured
notes in the 'RR4' band, indicating a 'B+' rating. The waterfall
analysis output percentage on current metrics and assumptions was
49%.

Assuming the planned refinancing is completed broadly as expected,
the waterfall analysis output percentage on current metrics and
assumptions would increase for the new senior secured notes to 53%
upon completion, indicating a Recovery Rating of 'RR3'. Therefore,
the planned notes are rated one notch above Oriflame's IDR at
'BB-(EXP)', one notch above the existing notes'.

RATING SENSITIVITIES

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

-- Local-currency revenue growth, driven by improvements in price
    mix or sales volume and successful engagement of new
    representatives, sufficiently offsetting FX challenges;

-- EBITDA margin above 15% due to favourable changes in product
    mix, cost efficiencies and ability to pass on cost increases
    to customers;

-- FCF margin above 5% on a sustained basis;

-- FFO net leverage below 4.0x on a sustained basis.

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

-- Sustained operating under-performance in key markets, driven
    by intensifying competitive pressure or inability to protect
    revenue and profit from adverse changes in FX;

-- Material reduction in number of active representatives if not
    offset by improvements in productivity;

-- EBITDA margin below 12% on a sustained basis;

-- FCF margin below 2% on a sustained basis;

-- FFO net leverage above 5.0x on a sustained basis.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Pro-forma for the refinancing,
Fitch-adjusted cash balances of EUR71 million (also excluding EUR70
million required for operating purposes as adjusted by Fitch) at
end-2020 and a EUR100 million undrawn RCF would be sufficient to
cover the expected small negative FCF in 2021 resulting from
outflows under working capital and dividends. Its future liquidity
profile is underpinned by Fitch's expectation of positive FCF from
2022, and lack of debt maturities under the planned refinanced debt
structure.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch treats restructuring charges and purchase price allocation
items related to the take-private transaction as one-off and
excluded them from EBITDA (EUR24 million) and operating cash flow
(EUR26 million).

Fitch reflects staff bonuses accrued in 2020 but paid in 2021
within inflows/ outflows under working capital rather than as other
items before FFO in the cash flow statement. This is because of
their exceptional nature. This treatment results in a neutral
effect on FFO net leverage.

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.



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HERENS MIDCO: Moody's Assigns B3 CFR, Rates Sr. Unsec. Notes Caa2
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Moody's Investors Service assigned a B3 corporate family rating and
B3-PD probability of default rating to Herens Midco S.a.r.l.
Concurrently, Moody's assigned a Caa2 rating to Herens' CHF513
million senior unsecured notes as well as B2 ratings to Herens
HoldCo S.a.r.l.'s senior secured debt instruments with a total
notional of CHF2,152 million and the EUR375 million RCF. The
outlook on all ratings is positive.

Moody's has assigned the CFR and PDR to Herens Midco S.a.r.l as
following the acquisition by Bain Capital and Cinven, it is the
ultimate holding company for the Lonza Specialty Ingredients
business and its operating subsidiaries and the entity that will
issue the annual audited accounts.

RATINGS RATIONALE

The B3 CFR reflects Herens' strong business profile, underpinned by
(i) a high degree of product and end-market diversification; (ii) a
leading position in the microbial control solutions market,
supported by certain barriers to entry, because of its regulatory
expertise and broad intellectual property portfolio; (iii) strong
reputation with customers, which benefits from the focus on quality
and technical competence and results in high retention rates; and
(iv) resilient historic operating profitability and cash flow
generation, which is likely to be improved by the efficiency
measures identified by the new owners.

At the same time, the CFR reflects (i) Herens' highly leveraged
capital structure at closing of the transaction, with 2020 pro
forma Moody's-adjusted debt/EBITDA of 8.7x; (ii) the execution risk
related to the carve-out process, which may result in a delayed
implementation of margin improvements; (iii) the company's
relatively small size in the context of the European and global
chemical companies that Moody's rates, including some of Herens'
closest competitors; and (iv) the potential for
shareholder-friendly financial policies and ongoing M&A activity.

Over the next 18 months, Moody's expects Herens' financial
performance to benefit from positive momentum in many of its
end-markets and the margin improvement under new ownership.
Management and the new owners have identified a number of
opportunities to improve the group's operating profitability. While
some efficiency measures might take longer to be realized, the
rating agency is confident that Herens will be able to achieve the
targeted margin improvement. Despite a modest increase in capital
spending and some cash outflow associated with the separation
process, Moody's expects the company to remain free cash flow (FCF)
positive in 2021 even under the agency's more conservative base
case scenario. FCF generation should strongly improve from 2022
onwards.

Accordingly, with Moody's adjusted EBITDA projected to grow to
around CHF400 million in 2022 from around CHF330 million in 2020-21
under the rating agency's base case projections, Moody's expects
Herens' leverage to improve towards 7.0x on a Moody's-adjusted
basis by year-end 2022.

ESG CONSIDERATIONS

The governance considerations incorporated into the rating agency's
credit analysis of Herens are predominantly related to its
private-equity ownership. Private equity sponsors tend to have high
tolerance for leverage and shareholder-friendly financial policies,
such as dividend recapitalisation and the pursuit of acquisitive
growth. Financial disclosures are often not as timely or
comprehensive for sponsor-owned firms as for publicly owned
companies. However, Herens intends to reduce its net leverage to
3.0x by 2025 which partially mitigates the high tolerance for
financial leverage.

LIQUIDITY

Moody's considers that Herens has good liquidity, despite the
expectation that all the cash will be extracted from the company at
the time of closing of the transaction. This assessment is
supported by (i) the ability to generate positive FCF in excess of
CHF100 million in the first full year after closing; (ii) Moody's
expectation of significant working capital inflow over the next
three years; (iii) access to a EUR375 million RCF; and (iv) no debt
maturities before 2027, with the exception of a 1% annual
amortisation of the US dollar tranche of the Term Loan B.

Herens has access to a 6.5-year EUR375 million RCF, with a
springing net leverage covenant that has a 40% headroom and will be
tested when the RCF is at or above 40% of utilisation. The rating
agency expects the company to draw around CHF50 million immediately
after closing to have the minimum amount of cash which is needed to
run the business. In 2022, strong FCF should allow the company to
fully repay the drawn amount.

STRUCTURAL CONSIDERATIONS

Moody's assume a group recovery rate of 50%, resulting in a B3-PD
PDR, in line with the CFR, as is typical of capital structures
consisting of a mix of secured and unsecured debt. The B2 rating on
the CHF2,152 million secured debt instruments, one notch above the
CFR, reflects the CHF513 million of senior unsecured debt, rated
Caa2, ranking below the senior secured debt instruments in the
capital structure.

The senior secured debt instruments are guaranteed by a substantial
number of subsidiaries of the group and secured on a first priority
basis by a significant amount of assets owned by the group. The
guarantees from operating entities shall represent more than 80% of
group-wide EBITDA. The Caa2 rating on the senior unsecured notes,
two notches below the CFR, reflects the substantial amount of
secured debt in the structure as well as the senior subordinated
nature of the guarantees by the same group of subsidiaries that
guarantee the secured term loan on a first priority basis.

RATING OUTLOOK

Herens's positive rating outlook reflects the rating agency's
expectation that the company's Moody's-adjusted leverage will
reduce towards 7.0x by year-end 2022, supported by end markets
growth and cost savings. The outlook also reflects Moody's
expectation that the Company will maintain its strong free cash
flow generation.

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

The ratings could be upgraded if Herens's (1) Moody's adjusted
debt/EBITDA falls below 7.0x; (2) retained cash flow/debt increases
sustainably towards high single digits in percentage terms; (3)
Moody's adjusted EBITDA margins increase above 20%, all on a
sustained basis; and (4) liquidity position remains good.

Conversely, the ratings could be downgraded if (1) the company
Moody's-adjusted debt/EBITDA remains above 8.0x; (2) Herens' does
not generate positive Free Cash Flow over the next 12-18 months;
and (4) the company liquidity position deteriorates significantly.

PRINCIPAL METHODOLOGY

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

Headquartered in Switzerland, Herens is a leading global specialty
chemicals business serving a variety of end markets. Herens has a
global manufacturing footprint with 18 sites across six continents
and offers over 670 products and services. In 2020, it generated
sales of CHF1.7 billion and Moody's adjusted EBITDA of CHF328
million. In February 2021, Bain and Cinven agreed to acquire Herens
from the Lonza Group (not rated) for an enterprise value of CHF4.2
billion.

ORIFLAME HOLDING: Moody's Alters Outlook on B1 CFR to Stable
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Moody's Investors Service has changed to stable from negative the
outlook on the ratings of Oriflame Holding Limited, a Swiss-based
producer and distributor of beauty and wellness products.
Concurrently, Moody's has affirmed the company's B1 corporate
family rating and B1-PD probability of default rating, as well as
the B1 rating on the guaranteed senior secured notes due 2024 and
issued by Oriflame Investment Holding Plc, a fully owned subsidiary
of Oriflame Holding Limited. Moody's has also assigned a B1 rating
to the proposed EUR709 million equivalent guaranteed senior secured
notes due in 2026 to be issued by Oriflame Investment Holding Plc.

Proceeds from the new notes, together with around EUR100 million of
available cash, will be used to redeem the outstanding EUR750
million equivalent guaranteed senior secured notes due 2024. The
ratings on the existing instruments will be withdrawn upon
repayment at completion of the refinancing.

"The outlook change to stable from negative reflects the recovery
experienced in many of the markets where the company operates and
the resilient operating performance demonstrated in 2020," says
Lorenzo Re, a Moody's Vice President - Senior Analyst and lead
analyst for Oriflame.

"The outlook stabilisation also reflects the benefits associated
with the planned refinancing, including the extension of the debt
maturity profile, the improvement in credit metrics owing to the
planned debt reduction and the annual interest savings as the cost
of the new debt will likely be lower," adds Mr Re.

RATINGS RATIONALE

Oriflame's operating performance has been resilient in 2020 despite
the operating challenges caused by the coronavirus pandemic.
Despite the beauty segment being negatively impacted by Covid,
Oriflame's sales benefited from continued good performance of its
Wellness division, which has higher margins, and from the high
digitalization of its business model, with 98% of orders placed
online, which was less affected than traditional retailers.
Oriflame maintained a fairly stable profitability with Moody's
adjusted EBITA Margin of 11.1% in 2020 and generated sound free
cash flow (FCF) of EUR108 million for the same period, positively
affected by a working capital release of EUR68 million, that will
partially be reversed in 2021. As a result, the company's Moody's
adjusted Debt/EBITDA in 2020 stood at 4.7x, well within the 4.0x --
5.0x range for the current B1 rating.

Moody's expects that Oriflame's leverage will decline towards 4.0x
in 2021 owing to the approximately EUR50 million debt reduction as
part of the envisaged refinancing along with improving operating
performance on the back of top-line growth and lower restructuring
costs. However, this improvement is still subject to execution risk
because subdued macroeconomic conditions, the company's high
exposure to emerging markets and potential currency exchange
fluctuations continue to expose the company to elevated revenue
volatility, as evidenced by the track record of declining top line
over the last three years.

Moreover, the reversal of working capital inflows and some deferred
payments, the one off costs associated with the refinancing, as
well as the dividend reinstatement of around EUR55 million will
weigh on cash generation in 2021, resulting in negative FCF of
almost EUR50 million. More positively, in the context of the
refinancing, annual interest payments will be reduced going forward
as a result of lower anticipated coupon rates and slightly lower
debt. Moody's expects FCF after dividends to be positive at around
EUR30 million- EUR35 million per annum from 2022, which would leave
some capacity to further reduce net leverage.

Oriflame's ratings reflect the company's good positioning in the
beauty and personal care market, backed by its good scale, although
smaller than its major peers, and global footprint. The credit
profile is also supported by (1) the high digitalization of the
company, as 98% of orders are placed online; (2) the flexible cost
structure and asset-light business model, which translate into
stable margins and moderate cash generation; and (3) a good
liquidity position.

However, Oriflame's exposure to emerging markets, with some degree
of concentration in some core countries, and to foreign-exchange
fluctuations continues to represent a risk, although this is
partially mitigated by some natural hedging on operating costs
because Oriflame operates production facilities in some emerging
countries. Moreover, the company's direct selling business model
could face increasing difficulties in emerging markets from the
development of more traditional retail distribution models, and
online sales, with consumers having more purchasing options.

LIQUIDITY

Oriflame's liquidity is good, supported by more than EUR100 million
of cash pro-forma for the refinancing, and by a fully undrawn
EUR100 million committed revolving credit facility (RCF). The
transaction will extend debt maturities, with the new senior
secured notes maturing in 2026 and the new RCF maturing in 2025.

The business is moderately seasonal through the year, with the
Christmas season being stronger, which reflects in working capital
fluctuations of up to EUR20 million - EUR25 million between
quarters. On a normalised basis, Oriflame should generate constant
positive FCF because of low capital spending needs (around EUR30
million per year, including EUR19 million of lease cash costs). FCF
in 2020 was EUR108 million and was positively affected by a working
capital release of EUR68 million that is expected to be partially
reversed in 2021.

The RCF contains a springing financial covenant, based on super
senior net leverage, tested only if it is drawn by at least 35%.

STRUCTURAL CONSIDERATIONS

The B1 rating assigned to the EUR709 million equivalent senior
secured notes reflects the fact that the notes represent most of
the financial debt. While the notes rank junior to the EUR100
million super senior RCF, its size is not enough to cause a
notching down of the notes.

Moody's has assumed a 50% family recovery rate, as is standard for
capital structures that include both bonds and bank debt. The bonds
and the RCF will benefit from the same security package (but with
different priorities), consisting mainly of share pledges,
intercompany loans and, solely for Swiss guarantors, intellectual
property, including all brands, trademarks and patents.

The RCF and the bonds are guaranteed by all material subsidiaries
in those jurisdictions in which this is allowed. Guarantor coverage
is weak because guarantors represent less than 50% of operating
profit. However, this weakness is mitigated by the fact that there
is no financial debt and only modest operating liabilities at
non-guarantor subsidiaries.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the expectation that Oriflame will
gradually recover from the coronavirus pandemic impact, while
maintaining credit metrics in line with the B1 rating, including a
Moody's adjusted Debt/EBITDA ratio towards 4x.

The rating is well positioned in the rating category, but the
company still has to demonstrate a track record of sustainable
growth in revenues and EBITDA before upward pressure on the rating
is considered.

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

Upward pressure on the ratings could arise if (1) Oriflame
successfully executes on its strategy, demonstrating positive track
record of sustainable profitable growth; (2) Moody's adjusted gross
leverage decreases well below 4.0x; and (3) Oriflame demonstrates a
track record of prudent financial policy.

Downward pressure on the ratings could arise as a result of (1) a
deterioration in operating performance, with EBITA margin falling
below 12%; (2) if Moody's adjusted gross leverage remains
sustainably above 5.0x; (3) free cash flow turns negative for an
extended period of time.

LIST OF AFFECTED RATINGS

Issuer: Oriflame Investment Holding Plc

Assignments:

BACKED Senior Secured Regular Bonds/Debentures, Assigned B1

Affirmations:

BACKED Senior Secured Regular Bonds/Debentures, Affirmed B1

Outlook Action:

Outlook, Changed To Stable From Negative

Issuer: Oriflame Holding Limited

Affirmations:

Probability of Default Rating, Affirmed B1-PD

LT Corporate Family Rating, Affirmed B1

Outlook Action:

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.

CORPORATE PROFILE

Oriflame Holding Limited (Oriflame) is the holding company of
Oriflame Swiss Holding AG, a Swiss producer and distributor of
beauty and wellness products. Founded in Sweden in 1967, Oriflame
distributes its products in more than 60 countries globally, under
a direct selling model, through a network of around three million
active representatives. Oriflame Holding Ltd is controlled by the
members of the af Jochnick family and closely related parties, who
are the founders of Oriflame. Oriflame reported EUR1.2 billion
revenue and EUR142 million operating profit (before one-off items)
in 2020.



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

PEGASUS HAVA: Fitch Assigns First-Time 'BB-' LT IDRs, Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has assigned Turkey's Pegasus Hava Tasimaciligi A.S.
(Pegasus) first-time Foreign- and Local-Currency Long-Term Issuer
Default Ratings (IDR) of 'BB-' with Negative Outlook. Fitch has
also assigned Pegasus's upcoming USD500 million senior unsecured
bonds a 'BB-' rating.

The ratings of Pegasus reflect high execution risk inherent in its
aggressive growth strategy, a weak operating environment with
foreign-exchange (FX) and geopolitical risks, weaker leverage and
coverage metrics and smaller scale than many peers'. The ratings
also take into account its strong domestic position in Turkey with
strong growth prospects on both international and domestic routes,
an industry-leading cost base with a young and fuel-efficient fleet
leading to stronger EBITDAR margin than most other Fitch-rated
airlines' and strong liquidity.

The Negative Outlook reflects downside risk to demand recovery,
especially on international routes, due to slow vaccine roll-outs
in Europe (including Turkey), sporadic emergence of new Covid
variants and prolonged cross-border travel restrictions. All this
may delay deleveraging to levels that are commensurate with the
rating to beyond 2024.

KEY RATING DRIVERS

Outperformer during Pandemic: Pegasus performed stronger than the
industry average due to resilient domestic demand during the
pandemic. Following a heathy start to 2020 and a two-month complete
suspension in April-May, the airline operated over 80% of 2019
domestic capacity for the remaining 2020 with an average passenger
load factor of 79%. Its strong cost position facilitated more
aggressive and agile flight resumption, supported by resilient
domestic demand. International operations saw significantly lower
activity at 43% of 2019 levels for the whole year, but still
outperforming the European average of 38%, with a load factor of
76% (vs. 68% in Europe).

Highly Competitive Cost Position: Pegasus's cost base is comparable
to other leading low-cost carriers' (LCC), and stronger than that
of major rivals in the markets in which they compete. Its cost
advantage should help withstand fierce competition and provide a
foundation for sustainable growth. Its cost position is underpinned
by low labour costs, high aircraft utilisation, a young and
fuel-efficient fleet with higher seat density than its peers'.
Fitch expects deliveries of new and larger aircraft and an increase
in scale to further strengthen its cost advantage. Pegasus operates
a fleet with an average age of 5.2 years at end-2020, focusing on
A320/A321Neos.

Aggressive Expansion Plan: While Pegasus's aggressive expansion
plan should further enhance its unit cost base, Fitch believes it
would weaken its deleveraging ability given growing lease debt and
heightened execution risk in managing excess capacity as it
recovers from the pandemic. Fitch expects funds from operation
(FFO) adjusted net leverage in 2020-2023 to be above Fitch's
negative sensitivity of 3.7x before it recovers to 3.5x only by
2024, a level that is commensurate with the rating. Pegasus expects
over 50 new aircraft deliveries in 2021-2024 (and to retire 30
aircraft), mainly comprising A321Neos, which are more
fuel-efficient and have larger capacity (50+ seats vs A320Neo).

Volatile and Weak Operating Environment: Fitch views significant
volatility in the Turkish economy and geopolitical risks as
compounding uncertainty over the airline's growth strategy and the
weak operating environment as a rating constraint for Pegasus.
Fitch expects Pegasus to continue to face greater challenges from
demand volatility than other European LCCs, which are able to more
flexibly reshuffle their operations to market conditions in a wider
and more stable region. Pegasus is also significantly smaller with
a less diversified network, but its low cost base and agility have
allowed rapid growth despite market difficulties.

Managed FX Risk Exposure: All sales on international routes, which
accounted for 75% of total revenue in 2019, are set in US dollars,
with the remainder collected in Turkish lira. Currency mix between
hard currency and lira in costs is similar, mitigating Pegasus's
exposure to FX risks. As part of its FX hedging policy, up to 25%
domestic ticket revenues received in lira are exchanged to US
dollars on spot rates. Despite well-managed FX risk due to a
geographically diversified revenue stream, a volatile lira adds to
demand volatility. A depreciating lira has been a strong, but
unsustainable, draw for foreign tourist demand, in Fitch's view.

Fast Growing Market: International passengers to/from Turkey saw
CAGR of 9% during 2009-2019, with Pegasus outperforming the market
at CAGR of 19% during the same period. This trend, coupled with an
under-penetrated domestic market, provides strong growth potential.
However, despite cost advantage and higher operational efficiency,
Fitch expects Pegasus's competitiveness to continue to be
challenged by the market leader, Turkish Airlines (THY), on the
back of its extensive network offerings, flag carrier status, large
scale and a still strong cost position relative to other network
carriers'. Pegasus is the second-largest airline in Turkey, albeit
with a large gap behind THY.

Majority Shareholder Supportive of Growth: Key shareholders are
supportive of the airline's organic growth over the long term as
they did not extract dividends in recent years, which Fitch assumes
will remain unchanged in the near term. Fitch view Pegasus's
corporate governance as effective and adequate, despite the airline
being majority-owned by the Sevket Sabanci family - mostly
indirectly through ESAS Holding, which the family owns. Pegasus is
effectively 65.5%-owned by a single shareholder while the rest is
listed on Borsa Istanbul.

DERIVATION SUMMARY

Pegasus' financial profile is stronger than the 'b' Standalone
Credit Profile (SCP) of Public Joint Stock Company Aeroflot
(Aeroflot, BB-/Negative) on the back of lower leverage, a more
competitive cost base and higher FFO margin. However, Fitch views
its debt capacity as similar to Aeroflot's as its strengths are
offset by its smaller scale, a less diversified network and weaker
market position than Aeroflot's.

Pegasus's unit cost base and liquidity are very strong and
comparable to those of leading LCCs such as Ryanair Holding Plc
(RYA, BBB/Negative) and Wizz Air Holding Plc (Wizz, BBB-/Negative).
However, the company has significantly higher leverage and weaker
fixed charge coverage and also is much smaller and exposed to a
weaker operating environment with high execution risk. Therefore,
Fitch views Pegasus's debt capacity as lower than the two LCCs, as
well as lower than British Airways Plc (BA, BB/Negative) for
similar reasons despite comparable leverage metrics.

KEY ASSUMPTIONS

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

-- Decline in available seat kilometres of 34% yoy in 2021,
    followed by a full recovery in 2022 to pre-pandemic levels and
    double-digit growth from 2023 as the company plans to continue
    growing its fleet and maintain high capex;

-- Load factor of 78% in 2021 (2020: 78%) and a gradual recovery
    to 84% by 2024;

-- Oil price of USD58 a barrel in 2021 and USD53/bbl until 2024
    (fuel-hedging is accounted for);

-- USD/TRY at 7.25 in 2021 and 7.5 in 2022-2024; USD/EUR at 0.83
    in 2021-2024;

-- Slower fleet expansion than management's expectation for the
    next four years; and

-- No dividends for the next four years.

RATING SENSITIVITIES

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

-- Rating upgrade is unlikely given the Negative Outlook on the
    IDR;

-- Long-Term Foreign-Currency IDR is constrained by Turkey's 'BB
    ' Country Ceiling unless offshore structural enhancements
    cover at least 12 months of hard-currency external debt
    service. Long-Term Local-Currency IDR is not constrained by
    Turkey's Country Ceiling.

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

-- Negative free cash flow (FCF) through the cycle and FFO
    adjusted net leverage above 3.7x and/or FFO adjusted gross
    leverage above 5x on a sustained basis;

-- FFO fixed charge cover below 1.5x;

-- A downgrade of Turkey's Country Ceiling may be negative for
    the airline's Long-Term FC IDR.

ESG CONSIDERATIONS

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

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity:  Pegasus has a strong liquidity position. Its
large unrestricted cash of TRY3.6 billion at end-2020 (equivalent
to over 30% of 2019 revenue) provides sufficient buffer against
expected negative FCF of TRY0.6 billion for the next two years and
debt maturities of TRY2.5 billion. In addition, the company issued
TRY260 million of bonds in February 2021 under its TRY2.5 billion
local bond programme. Fitch expects liquidity to strengthen
following the upcoming USD500 million bond issue.



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

FLYBE LTD: In Dispute with IAG Over Heathrow Landing Slots
----------------------------------------------------------
William Telford at BusinessLive reports that a battle is under way
to determine who will own Heathrow landing slots for flights from
Cornwall which are potentially worth millions of pounds.

According to BusinessLive, the newly-created Flybe Ltd, a new
company born from the ashes of the now wound-up Exeter-based
airline, wants the slots but there is a dispute with International
Airlines Group (IAG), the giant Anglo-Spanish company which
includes British Airways, over who owns landing permissions at
Europe's busiest airport.

It is understood that slots for flights from Newquay, Aberdeen and
Edinburgh to Heathrow are among a raft of landing slots -- which
may also include slots for flights to European destinations from
Birmingham, Manchester, Dublin and London City airports -- that the
new Flybe Ltd wants after it acquired assets which belonged to the
original Flybe, BusinessLive discloses.

The Heathrow slots were, however, appropriated by IAG when the
original Flybe went into administration in March 2020, but this was
challenged by Flybe's joint administrators at global business
consultancy EY, BusinessLive notes.

The EU granted Flybe "grandfathering rights" in August 2020, before
the end of the UK's Brexit transition period, which allow an
airline to retain a slot in perpetuity provided it is used 80% of
the time, BusinessLive recounts.

A number of landing slots were then transferred to Flybe Ltd, free
of any charges over them, by the joint administrators but it is
understood these are now at the centre of a dispute which will be
decided by the European Commission, BusinessLive states.

It is understood there may be the equivalent of 12
Edinburgh/Aberdeen to Heathrow daily slots, which pre-Covid may
have been worth tens of million of pounds, BusinessLive relays.

Flybe Ltd, EY and the Civil Aviation Authority (CAA), which is also
trying to have Flybe Ltd's operating license revoked, have remained
tight-lipped over the issue of the Heathrow slots, BusinessLive
notes.

However, it has been speculated that Flybe Ltd, described by one
industry insider as a "paper company" because of its lack of
aircraft, may be in a position to sell the lucrative slots, if it
is successful in gaining them, with other operators thought to be
keen on taking over the Newquay to Heathrow route, according to
BusinessLive.

ACL, the company which coordinates slots at 46 airports including
Heathrow, confirmed that Flybe Ltd does not hold any slots at
present because they are at the centre of a dispute, BusinessLive
notes.

But a spokesperson, as cited by BusinessLive, said it is understood
a resolution is close and could see slots released to Flybe Ltd of
which: "Heathrow would be the most valuable".

The original Exeter-headquartered Flybe Ltd collapsed into
administration in early 2020 after the Government withdrew a GBP100
million rescue package, BusinessLive recounts.  The firm, which
operated about 4% of UK domestic flights to numerous UK cities
including Newcastle and Cardiff, saw the vast majority of its 2,000
workers made redundant, BusinessLive discloses.


GAMESYS GROUP: Moody's Puts Ba3 CFR Under Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed Gamesys Group plc's ratings on
review for downgrade, including the Ba3 corporate family rating,
Ba3-PD probability of default rating, and the Ba3 rating assigned
to the company's senior secured GBP550 million equivalent senior
secured term loan B due 2024 (GBP510 million outstanding) and Ba3
rating assigned to the GBP13.5 million senior secured
multi-currency revolving credit facility due 2023 borrowed by the
company and Luxembourg Investment Company 192 S.a r.l.. The outlook
was changed to ratings under review from stable.

The placing of the ratings on review follows the announcement on
April 13, 2021 that Gamesys and Bally's Corporation (Bally's, B2
ratings under review) have reached agreement on the terms of a
recommended GBP2.02 billion offer for the share capital of Gamesys,
representing an EV/EBITDA multiple of approximately 12x based on
2020 adjusted EBITDA of GBP206 million. The acquisition is to be
effected by means of a scheme of arrangement under Part 26 of the
UK Companies Act, which would require approval of at least 75% of
Gamesys shareholders. The transaction is also subject to the
approval of Bally's shareholders, various gaming regulators and
anti-trust bodies.

RATINGS RATIONALE

The rating action reflects the expected deterioration in Gamesys'
financial metrics pro forma for the transaction. Bally's existing
leverage is significantly higher than Gamesys' standalone leverage
of around 2.5x for 2020 (on a Moody's-adjusted basis) and the
acquisition of Gamesys will be funded largely with debt.
Additionally, interest coverage and retained cash flow (RCF)/Debt
would weaken. These negatives are partly counterbalanced by the
expected improvement in the combined group's business profile
because of the increased size and diversification into new
geographies and segments.

Bally's announcement dated April 13, 2021 [2]indicates a proposed
cash financing of USD3,161 million which will include the cash
portion for acquiring Gamesys shares, repayment of Gamesys'
existing debt, plus transaction fees. The sources of funds include:
(1) USD850 million share offering; (2) USD248 million Gamesys cash
on hand; (3) commitment from Gaming & Leisure Properties, Inc.
(GLPI) to purchase at least USD500 million of Bally's common stock,
and; (5) a committed USD1,563 million bridge facility. The
acquisition will also be partly financed with Bally's shares. The
Gamesys announcement on April 13, 2021 indicates that 25.6% of
Gamesys shareholders have committed to receiving 0.343 Bally's
share per Gamesys share in lieu of cash. Any additional uptake by
Gamesys shareholders will reduce the cash requirement and initial
indebtedness of the combined group.

Including Bally's existing debt, the combined company's pro forma
leverage (Moody's-adjusted gross debt/EBITDA) thus stands to rise
meaningfully to a range of 4x-6x, depending on the take-up of
equity vs cash by Gamesys shareholders as well as the recovery of
EBITDA at Bally's as the pandemic impact subsides, compared to a
forward view of 2x-2.5x for Gamesys on a standalone basis.

The review process will be focusing on the pro forma capital
structure, liquidity profile, expected use of free cash flow, and
future operating strategy and financial policy, following closing
of the transaction.

Gamesys' existing Ba3 rating reflects (1) its leading position as
the largest online bingo operator in the UK; (2) the operational
control Gamesys has compared with competitors who may face cost
increases or disruption in maintaining the sites when relying on
third parties for platform technology; (3) an established operating
track record in managing its brands and gaming entities and in
delivering growth; and; (4) the high EBITDA to free cash flow
conversion due to the low capital intensity of its operations.
Moody's also note the company's historic deleveraging profile and
relatively conservative financial policy with the adoption of a net
leverage target range of 1x to 2.0x.

The Ba3 rating of Gamesys also reflects (1) its product and
geographic concentration in the UK and in online bingo, mitigated
by the larger scale and diversity of the group since the JPJ
Group/Gamesys Group merger in 2019; (2) its exposure to the
uncertainty of unregulated markets (mainly Japan), and risk of
regulatory changes and tax increases in regulated/taxed markets
(UK, Sweden and Germany), which impacts revenue and EBITDA, and;
(3) the highly competitive nature of the online gaming industry.

LIQUIDITY ANALYSIS

Moody's consider Gamesys' standalone liquidity to be good for its
near-term requirements. This is supported by (1) GBP212.6 million
on balance sheet at December 31, 2020; (2) full availability under
its GBP13.5 million senior secured RCF; and (3) expectation for
significant positive free cash flow in the next 12-18 months. These
sources are more than sufficient to cover capex and potential
dividends from 2021. The RCF has a springing maximum leverage
covenant to be tested when the RCF is drawn by more than 35% set
with large headroom.

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

Before the ratings were placed on review, Moody's had stated that:

Upward pressure on the ratings is constrained by the relatively
small scale and limited business profile and geographic scope of
the company, however if the company grows its scale and achieves a
more diversified profile, an upgrade on the ratings could arise
over time if (1) Moody's-adjusted leverage falls well below 2x
(including earn-outs) on a sustainable basis; (2) free cash flow to
debt trends towards 25%; and (3) the company maintains good
liquidity.

Negative pressure on the ratings could develop if the company's
performance weakens or is negatively impacted by a changing
regulatory and fiscal regime or the demand for online gaming
materially declines. Quantitatively, Moody's would consider
downgrading Gamesys's ratings if (1) Moody's-adjusted leverage
remains sustainably above 3x; 2) free cash flow to debt falls below
10%; or (3) liquidity concerns arise.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
Methodology published in October 2020.

CORPORATE PROFILE

Gamesys (London Stock Exchange: GYS) is an online gaming company
that provides bingo, casino and other games to a global consumer
base, with a focus on UK online bingo. Gamesys holds gambling
licenses in the UK, Spain, Malta, Gibraltar and Sweden. In 2020 the
company generated revenue of GBP727.7 million and company adjusted
EBITDA of GBP206.2 million. Gamesys has been listed on the London
Stock Exchange since January 2017.

Bally's Corporation (NYSE: Baly) owns and operates casinos in the
US. The company currently owns and manages 12 casinos across 8
states, a horse racetrack and 13 off track betting licenses in
Colorado. Following the completion of pending acquisitions, as well
as the construction of a land-based casino in Centre County, PA,
Bally's will own 15 casinos across 11 US states. Revenue and EBITDA
for the company's FYE Dec. 31, 2020 was US$727 million and $US206
million, respectively.

HONOURS PLC 2: Moody's Ups GBP18M Class C Notes Rating to B2 (sf)
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two notes in
Honours PLC Series 2. The rating action reflects lower costs of the
remediation plan associated with the non-compliance with applicable
consumer credit legislation and an increase in credit enhancement
for the affected tranches.

Honours PLC Series 2 is static cash securitisation of student loans
extended to obligors in the UK by the Student Loan Company Limited
("SLC"), a UK public sector organization.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain the current rating on the affected
notes.

GBP291.95M Class A1 Notes, Affirmed A3 (sf); previously on Feb 10,
2017 Confirmed at A3 (sf)

GBP54.2M Class A2 Notes, Affirmed A3 (sf); previously on Feb 10,
2017 Confirmed at A3 (sf)

GBP33.35M Class B Notes, Upgraded to Baa2 (sf); previously on Feb
10, 2017 Downgraded to B2 (sf)

GBP18.0M Class C Notes, Upgraded to B2 (sf); previously on Feb 10,
2017 Downgraded to Caa2 (sf)

GBP11.95M Class D Notes, Affirmed Caa3 (sf); previously on Feb 10,
2017 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The rating action is prompted by lower costs of the remediation
plan associated with the non-compliance with applicable consumer
credit legislation and an increase in credit enhancement for the
affected tranches.

Revision of costs of the remediation plan:

From November 2006 to January 2016, Ventura Plc and Capita Plc were
the servicers of Honours PLC series 2 (Capita Plc acquired Ventura
Plc in July 2011). During that period, notices of arrears sent to a
portion of borrowers were not in compliance with applicable
consumer credit legislation.

As a result of the non-compliance with consumer credit legislation,
the issuer had initially estimated in 2016 that the remediation
plan would cost up to GBP22.5 million of interest and charges to be
refunded either via account book adjustments or by way of cash
refunds. The issuer also mentioned that the remediation process
could cost between GBP5 million to GBP10 million for the services
of third parties to complete such a remediation plan.

In Moody's previous rating action in February 2017 Moody's used the
assumption that the costs of the remediation plan above would be
fully borne by the transaction, without any recoveries from a
counterclaim against any third party, therefore reducing
significantly future cash flow available to repay the notes.

In Dec 2017, the issuer announced that it entered into a settlement
agreement with Capita pursuant to which Capita has agreed to make
payment of GBP8 million in relation to the non-compliance with
consumer credit legislation.

In Dec 2019, the issuer informed the noteholders that the
remediation plan implementation was completed and that a total
amount of only GBP5.9 million out the GBP8 million from Capita were
used to refund the borrowers. The remaining cash have been set
aside for future liabilities: an amount of GBP0.64 million for the
UK government and an amount of GBP1.5 million to be held for 3
years to be used for any potential future liability, costs, claims,
expenses or losses in relation to the non-compliance with consumer
credit legislation. In consideration of these developments and also
of Moody's understanding that the 1.5 million reserve set aside has
not been used to date, Moody's now expect there is no further
erosion of cash flow arising from remediation plan.

Increase in Available Credit Enhancement

The transaction was amortising pro-rata since August 2013. But the
increase in defaults and third parties' costs led to the build-up
in principal deficiency ledger ("PDL") over the three million
threshold resulting in sequential amortisation.

Sequential amortization from June 2018 onward led to the increase
in the credit enhancement available in this transaction. For
instance, credit enhancement calculated as subordinated notes minus
unpaid PDL over sum of all notes increased to 21.6% from 17.2% for
class B and to 10.2% from 8.6% for class C.

Collateral Assumptions:

Moody's projected the future default on the outstanding portfolio
by assessing the proportion of loans leaving deferment each year.
In its analysis, the rating agency assumed that the future
deferment threshold would either stay stable or increase with the
average monthly salary in the UK.

Out of the loans that would leave deferment, Moody's estimated the
amount of loans that would benefit from the Authority's cancelation
indemnity which covers loans outstanding for more than 25 years and
that are not in arrears. For the part of the pool exiting
deferment, which is not covered by this cancelation indemnity,
Moody's assumed a default rate of 12.5% for the loans repaying and
30% for the loans overdue, a recovery rate of 30% and a Portfolio
Credit Enhancement (PCE) of 31.25%.

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

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

Counterparty Exposure

The rating actions took into consideration the notes' exposure to
relevant counterparties, such as servicer and account banks.

The ratings of the A1 and A2 notes are constrained by operational
risk. Moody's considers that the lack of back-up servicing
arrangement and the lack of liquidity may lead to payment
disruption in the event of servicer disruption. As a result, the
ratings of tranches A1 and A2 are capped at A3 (sf).

The principal methodology used in these ratings was "Scheduled
Amortisation UK Student Loan-Backed Securitisations Surveillance
Methodology" published in August 2020.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.

LIBERTY STEEL: Labour Party Urges Gov't. to Step in to Rescue Firm
------------------------------------------------------------------
Simon Jack at BBC News reports that the government should step in
to save Liberty Steel before, not after, it collapses to save
thousands of supply chain jobs and millions of pounds, the Labour
Party has said.

Liberty Steel and its parent firm GFG Alliance have been in
distress since its main financial backer Greensill Capital went
bust in early March, BBC notes.

The government has pledged to preserve Liberty Steel in some form
BBC states.  For the Labour Party, sooner is better to avoid the
collateral damage of an insolvency -- but this is a very tangled
and potentially expensive web to untangle, BBC discloses.

It said it was "closely monitoring developments" around the firm,
notes the report.

Labour drew parallels between Liberty Steel and British Steel,
which collapsed before being bought by Chinese firm Jingye.

According to BBC, Labour said the government's decision to wait
until British Steel was insolvent cost the company's supply chain
GBP500 million in unpaid bills.

"Labour is calling on ministers to intervene early before
liquidation to save workers jobs, terms and conditions, and give
customers and suppliers confidence that orders will be fulfilled,
bills paid, and domestic steelmaking capacity will be safeguarded,"
BBC quotes shadow minister for business and consumers Lucy Powell
as saying.

Regarding Liberty Steel, the government said it "continues to
engage closely with the company, the broader UK steel industry and
trade unions".

This is not a straightforward situation.  Greensill's spectacular
and rapid disintegration, despite the controversial efforts of
former Prime Minister David Cameron to lobby on its behalf, have
left a complicated Greensill carcass for administrators to pick
through, BBC notes.

Invoices issued by Liberty and GFG, which were bought by Greensill
for a discount and then sold on to investors, have left many of
them billions out of pocket, BBC discloses.

Swiss bank Credit Suisse, whose customers indirectly bought the
invoices, have issued claims for billions against companies in the
GFG group for repayment.

The government is also keen not to be seen supporting steel tycoon
Sanjeev Gupta, who was once known as the saviour of steel thanks to
his rescue of many loss making steel plants across the UK,
according to BBC.

The lobbying efforts of Mr. Cameron and the access of his banker
boss Lex Greensill to Number 10, government departments and the
senior ranks of the civil service has provoked widespread outrage
and charges of cronyism, BBC notes.


SEA VIEW: Undergoes Liquidation Following Collapse
--------------------------------------------------
Darren Slade at Daily Echo reports that a coach company which was a
well-known name in Dorset for generations is being liquidated
following its collapse last year.

Seventeen people lost their jobs when Poole-based Sea View Coaches
went into administration last April, Daily Echo recounts.

The company, which started in the mid-1960s, had faced difficulties
for several years before the Covid pandemic put paid to hopes of a
rescue, Daily Echo relates.

The administrators who were appointed to handle the company's
affairs a year ago have now been made liquidators, Daily Echo
discloses.  They will arrange a "significant" payment to unsecured
creditors, Daily Echo notes.

Administrators sold the company's Fancy Road site for GBP627,000,
which was "significantly" higher than original estimates, Daily
Echo states.

Most of the company's coaches were leased from two finance
companies, but two were sold at auction for a total of GBP19,000,
Daily Echo relays.  Another GBP1,000 was raised from two other
vehicles owned by the company.

Its secured creditor, HSBC, had been paid GBP172,106 in final
settlement. Preferential creditors -- who consist of staff and the
government's Redundancy Payments Service -- received GBP2,695 in
February, Daily Echo states.

Money owed to unsecured creditors was originally estimated at
GBP203,797, including GBP92,946 owed to the business's own
directors, Daily Echo notes.

"There are sufficient realisations for a significant dividend to be
paid to the unsecured creditors which will be paid by the
subsequently appointed liquidators," Daily Echo quotes the
administrators' report sas saying.

Previous reports by administrators said the business traded
profitably for decades before running into difficulties in 2016,
Daily Echo relays.

Some coaches were re-financed and the workforce was cut by half,
with many on zero hours contracts or working part time.

A potential buyer for the business reduced their offer at the start
of the Covid crisis, prompting the directors to pull out of the
deal, Daily Echo states.  The business was placed into
administration after other options were discussed, Daily Echo
recounts.

Mr. Vinnicombe and Mr. Haskew have now been appointed as
liquidators to oversee a creditors' voluntary liquidation, Daily
Echo discloses.


UTILITY ALLIANCE: Owed Creditors GBP4.2MM at Time of Collapse
-------------------------------------------------------------
Jonathon Manning at BusinessLive reports that official documents
show energy brokerage Utility Alliance owed its creditors GBP4.2
million at the time the company filed for administration.

According to BusinessLive, in total, the business, headquartered in
Hartlepool, owed money to 251 creditors, with a number owed
hundreds of thousands of pounds each.

The collapse of the company, which happened in January, led to more
than 300 jobs being lost across the firm's three offices in
Hartlepool, Newcastle and Sheffield, BusinessLive discloses.

According to the administrator's report, filed by business advisory
firm FRP, the company's biggest creditor was HMRC, which was owed
around GBP2.85 million following Utility Alliance's collapse,
BusinessLive notes.

Other creditors owed large sums of money included:

   -- PCF Solutions Limited - GBP516,000
   -- Mr D A Pearlman & Ms F Siegal - GBP162,000
   -- The People's Pension - GBP110,335
   -- Trusteeco UK - GBP93,750

The administrator's report also revealed the series of events that
led to Utility Alliance's financial troubles, which largely stemmed
from the company's policy of charging suppliers for energy and them
allowing them to "clawback" money if they were overcharged,
BusinessLive discloses.

During normal trading periods, Utility Alliance managed to keep
these clawbacks in check by keeping back a percentage of their
revenue to pay such charges, BusinessLive states.

But during lockdown, the company's sales were severely hit, while
energy suppliers found themselves in a position to clawback huge
sums of money after businesses used far less energy.

Utility Alliance's situation got worse in November 2020 when energy
supplier Haven Power said it was planning to issue a winding up
petition against the company relating to unclaimed clawbacks from
before the pandemic, BusinessLive recounts.  The claim was valued
at GBP1.7 million, BusinessLive states.

Utility Alliance made a payment to Haven Power, but was unable to
pay the full sum, BusinessLive discloses.

In December, Haven Power said it would not grant Utility Alliance
further time to repay its bill and adding that it still planned to
issue the winding up petition, BusinessLive notes.  At the same
time, a number of other firms issued demands for clawbacks while
Utility Alliance also received a small number of claims in respect
to "alleged mis-selling", BusinessLive relays.

Another two energy suppliers then added to the pressure by claiming
outstanding clawbacks worth more than GBP2 million in total,
BusinessLive discloses.

Advisory firm FRP was brought in to help the business find
potential buyers and the firm, which would later become its
administrator, found that if Utility Alliance could not find
additional funding it would run out of cash in December 2020,
BusinessLive recounts.

Utility Alliance was hoping to receive Government funding from the
Coronavirus Business Interruption Loan Scheme (CBILS) but after FRP
was brought in to advise the company it was found that the
company's CBILS applications had not been successful, BusinessLive
relates.

FRP then began to accelerate its efforts to find a buyer for
Utility Alliance. The firm contacted 23 parties, on Dec. 9, that
had expressed interest in buying the business, BusinessLive states.
On December 17, it then contacted a further 451 parties that had
expressed interest in the sector.

Despite the extensive search and interest from a number of parties,
a solvent sale could not be made due to Utility Alliance's cashflow
problem and its risk of receiving further clawback claims from
energy suppliers, according to BusinessLive.

Three parties were interested in acquiring Utility Alliance but
ultimately all of the deals fell through, BusinessLive notes.

On February 12 2021, Martyn James Pullin, David Antony Willis, and
Iain Townsend from FRP were appointed joint administrators,
BusinessLive relates.

After failing to find a buyer for the business, the administrators
are now seeking the approval of a Company Voluntary Arrangement
(CVA), which it says will "enable the rescue of the company as a
going concern", BusinessLive discloses.


[*] UK: New Rules on Pre-pack Administrations Set to Take Effect
----------------------------------------------------------------
Ken Symon at Insider.co.uk reports that new rules coming into force
at the end of the month will have a major impact on company
directors seeking to restructure their business through pre-pack
administrations.

The warning comes from Derek Forsyth, head of restructuring in
Scotland with accountancy firm Azets, on new legislation coming
into force on April 30, Insider.co.uk notes.

Pre-pack administrations have been used increasingly during the
pandemic to save businesses that would otherwise go under.

According to Insider.co.uk, the new rules will impose an new
eight-week window in which the assets of an insolvent business
cannot be sold to a connected party without the consent of
creditors, or a report from an independent evaluator recommending
that the pre-pack is in the best interests of creditors.

Such a report would be prepared by an evaluator chosen by the
purchaser and will be made available to the creditors,
Insider.co.uk states.

While the administrators are not bound by the report's
recommendations, they will have to justify to the creditors if they
decide not to follow the recommendations, Insider.co.uk notes.

Current legislation places the onus on insolvency practitioners to
demonstrate to the creditors that fair value has obtained from the
assets, which with the current pre-pack rules are typically sold by
them immediately after their appointment, Insider.co.uk discloses.

This type of sale to a connected party, with no post insolvency
marketing, has been criticised by creditors in the past as lacking
in transparency, Insider.co.uk relays.

This is particularly the case when they see the same directors
immediately involved in the new company following an apparently
seamless transfer of assets, according to Insider.co.uk.

Mr. Forsyth also warned that directors are facing further pressures
from new legislation introduced in 2020 which gives HM Revenue &
Customs the ability in certain circumstances to pursue directors
personally for debts due where the directors have been involved in
several "phoenix" type arrangements over a specified period,
Insider.co.uk notes.



                           *********


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
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