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

                          E U R O P E

          Friday, April 23, 2021, Vol. 22, No. 76

                           Headlines



D E N M A R K

DFDS A/S: Egan-Jones Lowers Senior Unsecured Ratings to BB-


F R A N C E

PICARD GROUPE: S&P Affirms 'B' Rating on Proposed Refinancing


G E R M A N Y

BK LC LUX: Fitch Assigns B-(EXP) Rating to EUR430MM Notes
CBR SERVICE: S&P Rates New EUR470MM Senior Fixed Secured Notes 'B'
GREENSILL BANK: Files for Chapter 15 Bankruptcy Protection
GRUNENTHAL PHARMA: S&P Assigns Prelim 'B+' ICR, Outlook Positive
HSE FINANCE: S&P Assigns Preliminary 'B' ICR on Refinancing

WIRECARD AG: Employees Removed Cash Out of HQ in Plastic Bags
WIRECARD AG: Germany's Finance Minister Denies Blame for Fraud
WIRECARD AG: MPs Want Investigator to Expand EY Audit Probe


G R E E C E

ALPHA SERVICES: S&P Assigns 'B-' ICR After Corporate Hive Down


I R E L A N D

ANCHORAGE CAPITAL 2: S&P Assigns B- (sf) Rating on Class F Notes
AURIUM CLO V: S&P Assigns B- (sf) Rating on EUR14.3MM Cl. F Notes
BAIN CAPITAL 2018-2: Fitch Assigns Final B- Rating on Cl. F Notes
JAZZ SECURITIES: Fitch Rates USD2.7BB Sr. Sec. Notes 'BB+(EXP)'
LAURELIN 2016-1: Fitch Affirms Final B- Rating on Class F-R Notes

OCP EURO 2019-3: S&P Assigns B- (sf) Rating on Class F Notes


L U X E M B O U R G

HERENS MIDCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable
KIWI VFS: S&P Affirms 'B-' ICR on Improving Liquidity, Outlook Neg.


N E T H E R L A N D S

VODAFONEZIGGO GROUP: Fitch Affirms 'B+' LT IDR, Outlook Stable


S P A I N

INVICTUS MEDIA: Fitch Places 'CCC+' IDR on Watch Negative
TELEFONICA SA: Egan-Jones Keeps BB- Senior Unsecured Ratings


S W E D E N

ORIFLAME INVESTMENT: S&P Upgrades ICR To 'B+', Outlook Stable


S W I T Z E R L A N D

DUFRY AG: S&P Assigns 'B+' Rating to Senior Unsecured Notes


T U R K E Y

MUGLA METROPOLITAN: Fitch Assigns First-Time 'BB-' LT IDRs
PEGASUS AIRLINES: S&P Assigns Preliminary 'B' ICR, Outlook Stable


U N I T E D   K I N G D O M

ENTAIN PLC: Fitch Affirms 'BB' LT IDR, Alters Outlook to Positive
ESSAR ENERGY: Taps PBG Associates to Sign Off on Accounts
GREENSILL CAPITAL: Australian Parent Opts for Liquidation
GREENSILL CAPITAL: Credit Suisse to Raise CHF1.7BB After Losses
INTERNATIONAL GAME: Egan-Jones Keeps CCC+ Sr. Unsecured Ratings

LIBERTY STEEL: Tata Files Lawsuit Over Unpaid Debts
SUBSEA 7: Egan-Jones Lowers Senior Unsecured Ratings to BB+


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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D E N M A R K
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DFDS A/S: Egan-Jones Lowers Senior Unsecured Ratings to BB-
-----------------------------------------------------------
Egan-Jones Ratings Company, on March 30, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by DFDS A/S to BB- from BB+.

Headquartered in Copenhagen, Denmark, DFDS A/S provides passenger
and freight shipping services and offers shipping-related logistics
solutions.




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F R A N C E
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PICARD GROUPE: S&P Affirms 'B' Rating on Proposed Refinancing
-------------------------------------------------------------
S&P Global Ratings affirming its long-term rating on France-based
frozen food retailer Picard Groupe at 'B' and its 'B' issue rating
and recovery rating of '3' on the existing senior secured notes and
'CCC+' issue rating and recovery rating of '6' on the senior
unsecured notes.

S&P said, "We will withdraw the existing issue ratings upon
completion of the transaction. We are also assigning an issue
rating of 'BB-' to the proposed super senior RCF, 'B' and recovery
rating of '3' (rounded estimate: 55%) to the senior secured notes,
and 'CCC+' and recovery rating of '6' to the senior unsecured
notes."

Picard's capital structure will remain highly leveraged despite the
company's recent strong performance, with very limited rating
headroom. S&P said, "We view Picard's leverage as very high for the
current rating level, leaving little headroom to accommodate
underperformance of our base case. Picard's refinancing comprises
EUR1,450 million senior secured notes and EUR260 million senior
unsecured notes, which increases its debt by EUR150 million. We
forecast Picard's S&P Global Ratings-adjusted debt to EBITDA will
remain 7.5x in FY2022 and FY2023, up from the 6.2x we estimate for
fiscal 2021. Its leverage in FY2021 benefited from an exceptionally
high operating performance, which we expect will moderate and drive
leverage up."

The company's aggressive financial policy also weighs on the
rating. Picard has historically undertaken high dividend pay-outs
and dividend recapitalizations. Under the proposed refinancing, it
expects to use part of the proceeds and cash on balance sheet to
fund a EUR275 million dividend to shareholders, translating into
negative discretionary cash flow generation for fiscal 2022. In
S&P's view, a dividend distribution, beyond the dividend
recapitalization, could happen in the short term, in line with the
EUR25 million dividend made in the second quarter of FY2021, backed
by pandemic-driven improved performance and strong cash flow
generation. Additional shareholder distributions under the already
highly leveraged capital structure would likely have negative
implications for the rating.

Robust EBITDA margin and strong cash flow generation support the
current rating. Picard's operating performance has been
historically resilient, and it continues to sustain its market
share. The group's quality food offering at affordable prices has
built strong brand recognition, translating into high margins and
reported free cash flow relative to peers. S&P anticipates that
Picard will report positive FOCF after lease payments of EUR100
million-EUR110 million in FY2021 and EBITDA margin of around 18%,
which will moderate to EUR50 million-EUR60 million FOCF and
17.1%-17.3% EBITDA margin in FY2022 and FY2023.

Picard's revenue boomed during FY2021 amid the pandemic, but we
expect demand to partly normalize in FY2022.The structural shift in
consumer behavior drove incremental demand for food and related
products. The frozen food market has been one of the fastest
growing in the French food market, driven by households preferring
fewer store visits and reduced out-of-home dining. In this
environment, Picard has benefitted from its leading position in its
niche market. With its premium product offering and brand image, it
has been able to reassure consumers and outperform the market. S&P
estimates Picard's revenue grew by 15% in 2020, supported by growth
in the number of clients and increased average basket size. During
the year, the company also invested in its online operations,
supporting growth in revenues albeit still a small proportion of
overall sales.

S&P said, "For 2021, we expect a partial reversal as performance
normalizes after an exceptionally strong year, leading to negative
like-for-like revenue growth. In our view, the company's focus on
further expansion in France and internationally, while investing in
its digital offering, will support low-single-digit growth beyond
2021.

"The stable outlook reflects Picard's strong performance through
2020 and in early 2021 amid consumer behavior shifts resulting from
the pandemic. We expect Picard's activity will normalize as the
pandemic eases, but sales volumes will remain higher than before
COVID-19 because the company will retain some of the new clients it
acquired last year. We anticipate that S&P Global Ratings-adjusted
EBITDA margin will remain around 17% in FY2022 and FY2023. We
project debt to EBITDA of 7.5x, reported FOCF of EUR50
million-EUR60 million and EBITDAR to cash interest plus rent of
about 2.2x-2.3x over the same period.

"We could lower the rating if Picard's operating performance
deteriorated, with growth and profitability lower than anticipated.
This could result from intensified competition in the French
grocery market, a food safety scare damaging Picard's brand, a
supply chain disruption, or an inability to pass on cost inflation
to customers or adapt to changing consumer behavior." Specifically,
S&P could lower the ratings if:

-- Adjusted debt to EBITDA remains sustainably above 7.5x or
EBITDAR cash interest coverage weakens toward 1.8x;

-- FOCF generation after lease payments weakens and approaches
neutral; or

-- Picard's credit metrics were to deteriorate because of a more
aggressive financial policy, either by way of increasing its debt
levels or continuing shareholder distributions.

S&P considers an upgrade unlikely over the next 12 months given
Picard's high S&P Global Ratings-adjusted debt post refinancing,
its aggressive financial policy, and its very limited rating
headroom under the credit metrics. However, S&P could raise the
ratings if:

-- On the back of strong trading and cash conversion, and positive
discretionary cash flow stemming from a more prudent financial
policy, Picard deleveraged such that its adjusted debt to EBITDA
improved sustainably to below 6x.

-- An upgrade would also be contingent on management and
shareholders demonstrating a commitment to a more conservative
financial policy.






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G E R M A N Y
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BK LC LUX: Fitch Assigns B-(EXP) Rating to EUR430MM Notes
---------------------------------------------------------
Fitch Ratings has assigned BK LC Lux Finco 1 S.a.r.l.'s
(Birkenstock) prospective EUR430 million notes issue an expected
senior unsecured rating of 'B-(EXP)' with a Recovery Rating of
'RR6'. The debt is being issued to finance the acquisition of
Birkenstock by funds advised by L Catterton.

The assignment of final rating is contingent on the receipt of
final documents including the financial due diligence report
prepared for the transaction, conforming to information already
received.

The senior unsecured rating of 'B-(EXP)' is two notches below
Birkenstock's expected Long-Term Issuer Default Rating (IDR) of
'B+(EXP)', reflecting the bond's structural subordination to the
large senior secured debt that is also part of the acquisition.

The 'B+' IDR balances Birkenstock's concentration on one product
category, mainly sandals, with a strong brand in one segment of the
global footwear market. The rating also captures Birkenstock's
moderate, albeit increasing, scale vs. global consumer goods
producers', with Fitch anticipating high single-digit revenue CAGR
over FY21-FY24 (year-end September). Fitch also forecasts resilient
operating profitability that is in line with the higher end of
sector margins.

KEY RATING DRIVERS

Strong Brand Recognition: Birkenstock has demonstrated fast revenue
growth since 2012 with the brand gaining wide appeal and a loyal
customer base in many global markets. Increasing demand and growing
brand awareness have been driven by the company's strong innovation
capabilities, well- managed expansion of distribution network and
growing its direct-to-consumer (D2C) online sales channel. The
brand's growth has been supported by collaborations with external
designers as well as by Birkenstock benefiting from being a
footwear of choice with widely followed celebrities on social
media. Fitch does not view marketing costs as being a drag on
Birkenstock's profits.

One-Product Concentration: Narrow product diversification, with
around 70% of group sales generated from five core sandal models
and modestly complemented by other shoe models and accessory
offering, and a concentration of products sold at the premium end
of the company's offering, are among the key rating weaknesses.
This is partly balanced by a high variety of styles under each
model, adapted to meet regional appetite and evolving consumer
trends and preferences. In Fitch's view, the company's growth
record across a wide geographical footprint partly reduces risks
related to a narrow product portfolio.

Resilience to the Pandemic: Birkenstock has demonstrated resilient
operating performance with 1% growth in revenue and only a modest
EBITDA decline in 2020, despite the pandemic. The results were
mainly weighed down by a two-month precautionary closure of
production sites as well as by wholesale and retail location
closures. The latter was offset by significant growth in the online
channel, confirming continued demand for the product. Fitch
estimates that Birkenstock's revenue will grow 15% in FY21,
underpinned by a strong wholesale order book for the peak
March-September season and its accelerated online presence since
the onset of the pandemic. Concurrently, Fitch expects
Fitch-defined EBITDA margins to recover towards 26%, consistent
with pre-pandemic levels.

Strong Profitability: Fitch forecasts high EBITDA and funds from
operations (FFO) margins that are commensurate with the top end of
the investment-grade category for the sector. Strong profitability
is predicated on the company's high operating efficiency, premium
product portfolio, and increasing ownership of distribution
channels, including the ongoing shift to online and direct
wholesale distribution. Fitch conservatively assume a moderate
EBITDA margin decline toward 24% by FY24, factoring in the
potential need for increased investments in product support. High
cash generation is supported by low maintenance capex, and Fitch
therefore estimates a solid pre-dividend free cash flow (FCF)
margin of 7%-9%.

High Leverage, Deleveraging Capacity: Fitch estimates Birkenstock's
FFO gross leverage at 7.6x at FYE21, which is above Fitch's 6.5x
negative rating sensitivity. Fitch projects the company will
deleverage toward levels that are consistent with the rating by
FY23 due to Fitch's anticipation of Fitch-defined EBITDA growth
toward EUR250 million, from an estimated EUR218 million for FY21.

Focus on Organic Growth: Fitch expects the company to grow mainly
organically with limited risks of M&A, as management sees large
potential for further sales expansion of its product portfolio
within current and new regions of presence, but also in the growing
online channel in key markets. Fitch believes that growth will be
also supported by the ongoing trend towards casualisation of
clothing, including work dress codes post Covid-19, as well as
growing disposable incomes and increasing consumer health
consciousness, which could be beneficial for Birkenstock's
orthopedic offering.

DERIVATION SUMMARY

Birkenstock has no directly comparable rated peers. However, Fitch
has identified a number of consumer goods companies in the 'B'/'BB'
rating categories that share some comparable characteristics.
Birkenstock is smaller, has a less diversified product portfolio
and higher leverage than producer of home improvement and personal
care products, Spectrum Brands, Inc. (BB/Stable), which justifies a
two-notch gap between the companies despite Birkenstock's
significantly higher profitability.

Fitch also views Birkenstock's credit profile as weaker than that
of Levi Strauss & Co (BB/Negative), which also has a high
concentration on one brand, but is much greater in scale and more
diversified by product. This, together with anticipated lower
leverage in 2021, after a spike in 2020 due to the pandemic impact,
results in a higher rating for Levi Strauss.

Fitch views Birkenstock's credit profile as stronger than Italian
furniture producer International Design Group S.p.A.'s (IDG; B/
Negative). Birkenstock benefits from a larger scale, more resilient
consumer demand, which combined with high profitability and higher
projected revenue growth, suggest greater visibility for
deleveraging versus IDG's.

KEY ASSUMPTIONS

-- Total sales CAGR of around 10% over FY21-FY24, driven by the
    expansion of the brand's D2C capabilities;

-- EBITDA margin trending towards 24.5% by FY23, from 26% in
    FY21, due to higher operating expenditure for delivering the
    D2C strategy;

-- Working-capital outflow of around EUR30 million p.a. over the
    next three years to fund revenue growth;

-- Capex of around EUR40 million p.a. until FY23;

-- Dividends being initiated from FY22, gradually growing from
    EUR40 million to EUR50 million by 2024 as a reflection of
    improving net income; and

-- No M&A.

RECOVERY ASSUMPTIONS

Fitch assumes that Birkenstock would be considered a going-concern
(GC) in bankruptcy and that it would be reorganised rather than
liquidated.

In Fitch's bespoke GC recovery analysis, Fitch considered an
estimated post-restructuring EBITDA available to creditors of
around EUR165 million. In Fitch's view bankruptcy could come as a
result of a prolonged economic downturn, combined with additional
difficulties incurred in balancing the acceleration of the D2C
strategy with serving its wholesale audience.

Fitch has used a distressed enterprise value (EV)/EBITDA multiple
of 6.0x. This is higher than the 5.0x mid-point used for the
corporates universe outside the US, due to the company's high brand
awareness across developed and emerging economies resulting in a
highly cash-generative business model, driving a
higher-than-average EV multiple.

Fitch has assumed EUR180 million out of a EUR200 million-equivalent
asset-based lending facility (ABL) could still be drawn even if the
company is experiencing distress. Fitch assumes that the ABL will
be recovered ahead of the claims of the TLB and the senior
unsecured notes due to the specific collateral assigned as part of
the facility. Total senior secured claims of EUR1,075 million are
expected to be split between the euro and US dollar TLB tranches of
EUR325 million- and EUR750 million-equivalent, respectively. The
EUR430 million senior unsecured debt will be subordinated to the
TLBs.

After deducting 10% for administrative claims, Fitch's principal
waterfall analysis generated a ranked recovery for the senior
secured debt in the 'RR3' category with a waterfall generated
recovery computation (WGRC) of 66%, leading to an instrument rating
one notch above the IDR. The ranked recovery for the senior
unsecured debt is in the 'RR6' category with a WGRC of 0%,
reflecting its subordination to a large portion of secured debt,
resulting in an instrument rating two notches below the IDR.

RATING SENSITIVITIES

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

-- Successful implementation of business plan with annual EBITDA
    growth toward EUR500 million;

-- Maintenance of EBITDA margin above 20% translating into a FCF
    margin above 5%;

-- Articulation of a financial policy that would be conducive to
    sustaining FFO gross leverage below 5.0x.

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

-- A material slowdown in revenue growth relative to the business
    plan, hindering EBITDA progression towards EUR250 million by
    FY23;

-- Business underperformance that reduces prospects for FFO gross
    leverage falling below 6.5x by FY23;

-- FCF margin below 3%.

ESG CONSIDERATIONS

The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).

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: Over Fitch's four-year rating horizon and
assuming current financial policies, Birkenstock will have a
comfortable liquidity position due to positive, post-dividend FCF
generation underpinned by a EUR200 million-equivalent ABL funding
inventory build-up during low seasons.

Its dividend policy is unclear; however, the draft financing
documentation permits distribution under achievable levels of
leverage. Nevertheless, Fitch would expect dividends to be limited
in the event of declining profitability and the sponsor will likely
prioritise small, supply chain-focused M&As over distributions.

Under the new capital structure maturities are extended until 2028
and 2029, with the mandatory 1% (EUR7.5 million-equivalent)
amortisation of the US dollar senior secured TLB the only scheduled
debt repayment over the rating horizon.

CBR SERVICE: S&P Rates New EUR470MM Senior Fixed Secured Notes 'B'
------------------------------------------------------------------
S&P Global Ratings assigned a 'B' issue rating and '4'(45%)
recovery rating to the proposed EUR470 million senior fixed secured
notes, and a 'BB-' issue rating and '1'(95%) recovery rating to the
proposed EUR50 million super senior revolving credit facility
(SSRCF). The new notes will be issued by CT Investment GmbH and
guaranteed by its parent company, German womenswear designer and
seller, CBR Service GmbH (B/Stable/--).

The proceeds of the notes will be used for early repayment of the
existing EUR450 million notes due October 2022 and EUR20 million
borrowed under the EUR40 million super senior bridge loan due May
2022.

S&P said, "In our view, the proposed transaction will improve CBR's
debt maturity profile because both the notes and the SSRCF are
expected to mature in 2026. We anticipate the transaction will be
neutral for CBR's leverage metrics and we forecast S&P Global
Ratings-adjusted debt to EBITDA will be about 6.0x in 2021 (about
5.0x excluding the shareholder loan and accrued interest) broadly
stable compared with 2020. Adjusted debt includes EUR470 million of
proposed senior secured notes, EUR45 million-EUR50 million of lease
liability, and about EUR110 million-EUR120 million shareholder loan
provided by Alteri Investors, including accrued interest. We do not
net cash from the reported debt because of CBR's private equity
ownership. Our forecasts include our view that CBR's sales in 2021
should be in line with the EUR508 million reported last year and
adjusted EBITDA margin in the low end of 20%-21%, compared with
20.4% in 2020.

"The refinancing will slightly strengthen CBR's liquidity position
thanks to the enlarged size of the SSRCF to EUR50 million from
EUR30 million. After the transaction we estimate CBR's liquidity
will be supported by the roughly EUR60 million cash we calculate as
available on the balance sheet as of March 31, 2021, and EUR40
million-EUR45 million available under the proposed SSRCF. We
understand CBR expects to use the SSRCF to guarantee about EUR5
million-EUR10 million worth of letters of credit (no cash
drawings). We acknowledge the SSRCF will contain a springing
financial covenant requiring CBR to maintain a super senior net
leverage ratio below a level yet to be defined. The covenant will
be tested when the SSRCF is more than 40% drawn. We understand that
the maximum leverage ratio will be defined ensuring an adequate
level of covenant headroom."

Issue Ratings--Recovery Analysis

Key analytical factors

-- The EUR50 million SSRCF is rated 'BB-' with a '1' recovery
rating. S&P's recovery expectations in the event of a payment
default are very high, at 90%-100% (rounded estimate 95%).

-- The EUR470 million fixed senior secured notes are rated 'B'
with a '4' recovery rating. S&P's recovery expectations in the
event of a payment default are in the 30%-50% range (rounded
estimate 45%).

-- The documentation includes a minimum guarantor coverage test
(80% of consolidated EBITDA of the group), as well as customary
clauses (including negative pledge and cross default) and super
senior net debt cover covenant.

-- The security package primarily includes share pledges and
pledges over bank accounts and intercompany receivables.

-- S&P's hypothetical default scenario assumes significant
deterioration of the customer base, due to shop closings imposed by
governments in core markets or increased price pressures leading to
failing profits.

-- S&P values CBR as a going concern, given the solid market
position in Germany and long-standing customer relationship.

Simulated default assumptions

-- Year of default: 2023
-- Jurisdiction: Germany

Simplified waterfall

-- Emergence EBITDA: approximately EUR50 million-EUR55 million

    --Capital expenditure represents 2% of three-year annual
average sales

    --Cyclicality adjustment is 0%, in line with the specific
industry sub-segment

    --35% operational adjustment

-- Multiple: 5.5x to reflect the small scale and limited
geographic diversification

-- Gross recovery value: approximately EUR280 million

-- Net recovery value for waterfall after administrative expense
(5%): approximately EUR265 million

-- Estimated priority debt claims: approximately EUR45 million

-- SSRCF recovery range: 90%-100% (rounded estimate 95%)

    --Recovery rating: 1

-- Estimated second priority debt claims: approximately EUR480
million

-- Recovery range: 30%-50% (rounded estimate 45%)
    --Recovery rating: 4

*All debt amounts include six months of prepetition interest


GREENSILL BANK: Files for Chapter 15 Bankruptcy Protection
----------------------------------------------------------
Greensill Bank, a German subsidiary of Greensill Capital UK, filed
for court protection from creditors in New York.  It filed a
Chapter 15 petition to seek U.S. recognition of its insolvency
proceedings in Germany.

Greensill Bank is a commercial bank organized under the German
Banking Act (Kreditwesengesetz) with a license issued by the
Federal Financial Supervisory Authority (Bundesanstalt fur
Finanzdienstleistungsaufsicht) ("BaFin").  Greensill Bank does not
have any subsidiaries within or outside of Germany and does not
have any branches outside of Germany.  Greensill Bank employed 137
people in Germany and owns the land at the address of its
registered office in Bremen, Germany.

On March 15, 2021, BaFin filed an application with the German Court
to open insolvency proceedings with respect to Greensill Bank.  On
March 16, 2021, the German Court granted the application thereby
commencing insolvency proceedings and issued an order appointing
Dr.  Michael C. Frege as the Insolvency Administrator
(lnsolvenzverwalter) of Greensill Bank; the German Court also
issued a Certificate setting forth the appointment of Dr. Frege as
the Insolvency Administrator (together, the "March 16 Orders").
Pursuant to the March 16 Orders,  a stay against execution against
the Debtor's assets was imposed by section 89 of the German
Insolvency Act, and Greensill Bank was prohibited from undertaking
its normal business activities, including (i) disposing of its
current and future assets for the duration of the insolvency
proceedings or (ii) accepting any debt-discharging payments.

                     About Greensill Capital

Greensill Capital is an independent financial services firm and
principal investor group based in the United Kingdom and Australia.
The Company offers structures trade finance, working capital
optimization, specialty financing and contract monetization.
Greensill Capital Pty is the parent company for the Greensill
Group.

Greensill began to unravel in March 2021 when its main insurer
stopped providing credit insurance on US$4.1 billion of debt in
portfolios it had created for clients including Swiss bank Credit
Suisse.

Greensill Capital (UK) Limited and Greensill Capital Management
Company (UK) Limited filed for insolvency in Britain on March 8,
2021.  Matthew James Byrnes, Philip Campbell-Wilson and Michael
McCann of Grant Thornton were appointed as administrators.

Greensill Capital Pty Ltd. filed insolvency proceedings in
Australia.  Matt Byrnes, Phil Campbell-Wilson, and Michael McCann
of Grant Thornton Australia Ltd, as voluntary administrators in
Australia.

Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 21-10561) on March 25, 2021.  The petition was
signed by Jill M. Frizzley, director.  It listed assets of between
$10 million and $50 million and liabilities of between $50 million
and $100 million.  The case is handled by Honorable Judge Michael
E. Wiles.  Togut, Segal & Segal LLP, led by Kyle J. Ortiz, is the
Debtor's counsel.

                       About Greensill Bank

Bremen-based Greensill Bank, formerly known as NordFinanz Bank AG,
is a German subsidiary of Greensill Capital UK.  It was acquired in
2014 by Greensill Capital, which itself filed for
insolvency on March 8, 2021.

Greensill Bank filed a Chapter 15 petition (Bankr. S.D.N.Y. Case
No. 21-10757) on April 20, 2021, to seek U.S. recognition of its
insolvency proceeding in Germany.  Michael C. Frege is the
administrator.

Greensill Bank's U.S. counsel:

         David Farrington Yates
         Kobre & Kim LLP
         Tel: (212) 488-1211
         E-mail: farrington.yates@kobrekim.com


GRUNENTHAL PHARMA: S&P Assigns Prelim 'B+' ICR, Outlook Positive
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term issuer
credit rating to German pharmaceutical company Grunenthal Pharma
GmbH & Co. KG (Grunenthal), and its preliminary 'B+' issue rating
to the proposed notes.

The positive outlook reflects the possibility that S&P could raise
the ratings over the next 12-18 months if the uncertainty around
Palexia abates and it observes growth momentum for new products.
This would allow Grunenthal to maintain S&P Global Ratings-adjusted
debt to EBITDA below 4.0x and generate FOCF of at least EUR120
million per year on a sustained basis.

The ratings reflect Grunenthal's therapeutic focus and reliance on
a mature and concentrated product portfolio. These weaknesses are
only partly offset by the company's good geographic diversity and
payer coverage and well-established commercial presence in key
countries. S&P sees some revenue concentration in Latin America,
which accounted for 24.6% of 2020 net revenues, with about 30% of
revenue coming from Chile. However, the company is penetrating
large, high-growth countries such as Brazil and Mexico with new
pain-relief products. It launched Versatis in Mexico in 2019 and
plans to launch Qutenza in Brazil in the near future, subject to
local regulatory approvals. In addition, a significant number of
patients pay out of pocket in Latin America, representing about 70%
of sales, although this varies from country to country. However,
historically, the region has seen an undersupply of pain-relief
medications, and there is growth potential due to the prevalence of
related diseases. In Europe, the company benefits from extensive
coverage of distribution channels, namely, hospitals, pharmacies,
pain specialists, and general practitioners.

Grunenthal's products are exposed to generic competition, which
limits the potential for organic revenue growth and earnings
generation.The therapeutic area of chronic and severe pain
represented about 58% of Grunenthal's revenues in 2020, pro forma
the acquisition of cholesterol drug Crestor from AstraZeneca in
February 2021, but is estimated at less than 2% of the global
pharmaceutical industry, which has a value of more than $1.2
trillion. However, there is a positive long-term growth trend owing
to aging populations and the associated prevalence of diseases such
as diabetes, cancer, arthritis, and multiple sclerosis.
Grunenthal's product portfolio is fairly concentrated, with sales
of the top three drugs--Palexia, Versatis, and Nexium--accounting
for about 46% of 2020 revenues (40% in 2019). Most of the
portfolio, including the latest addition of Crestor--which we
forecast will contribute about 5% of 2021 revenues--has already
lost patent exclusivity, and only has minimal protection from
patents directed at different aspects of the manufacturing process.
This exposes the products to generic competition and limits the
potential for organic revenue growth and earnings generation.

S&P said, "We view the acquisition of Crestor and associated brands
as positive from the perspective of diversification into
cardiovascular diseases. Crestor has a strong market position and
will make a solid earnings contribution thanks to AstraZeneca
continuing to commercialize Crestor until 2024 under a phased
agreement. However, we do not view the acquisition as
transformative for the business. For now, we do not view Novartis'
launch of cholesterol drug Leqvio as a particular threat to the
growth prospects of Crestor or to the broader class of
statins--lipid-lowering medicines used to treat blood lipid
disorders and prevent cardiovascular diseases." However, Leqvio can
also be used as a treatment for patients who show intolerance to
statins.

The main business challenge in the near-to-medium term is the
management of upcoming patent expirations in the branded portfolio
and pricing pressure from generics. Although the COVID-19 pandemic
weakened Grunenthal's results in 2020, particularly in the second
quarter, when lockdown measures were introduced around the world,
face-to-face doctor-patient interaction has since stabilized, and
latest rounds of lockdown did not have the same effect. The lion's
share of the reported 8.3% decline in revenue to EUR1.28 billion in
2020 was mostly due to an adverse foreign-exchange rate of weaker
Latin American currencies versus the euro (a 4.9% impact). The
remainder of the decline was due to Grunenthal's planned exit from
a commercialization contract with Merck & Co. for Arcoxia and
Fosavance following the entry of respective generic products in
Europe. In the near term, and particularly from 2022, Grunenthal
faces ongoing uncertainty over sales of its top-selling opioid
drug, Palexia (24% of 2020 net revenues), which loses regulatory
exclusivity in 2021. Following Grunenthal's own and independent
expert studies conducted in 2020 on the competitive landscape, the
company's business plan assumes there will be no one-to-one generic
substitutable version of Palexia in key markets (including Germany
and Italy) until 2025. This would mean milder volume and price
erosion from generics, and is particularly important for Germany
and Italy, which account for about 50% of Palexia sales. It is
still uncertain, however, and should substitutable generics enter
the key markets, in S&P's view, the negative impact on earnings
could be material.

S&P said, "We forecast solid FOCF with low working capital needs in
2021-2022, and only a temporary spike in capital expenditure
(capex).Our base case is for S&P Global Ratings-adjusted debt to
EBITDA of about 3.5x in 2021 and 2022, assuming that sales of
generic substitutes for Palexia in pharmacies in the key German and
Italian markets are delayed until 2025. We fully incorporate the
company's planned restructuring initiatives into our EBITDA
calculation. We forecast solid FOCF after capex of well over EUR100
million per year, with low working capital needs as AstraZeneca
will continue to commercialize Crestor until 2024 under a phased
agreement, as well as cover additional services, including
manufacturing, order-to-cash, regulatory, and pharmacovigilance
services, until Grunenthal's full takeover. We assume a temporary
spike in capex to EUR47 million-EUR48 million in 2021 and 2022 due
to the planned modernization of the Chilean plant, normalizing
thereafter to maintenance levels of EUR20 million-EUR30 million.

"Our 'B+' rating incorporates a negative adjustment for the
potential for volatility in Grunenthal's credit metrics.We make
this adjustment to reflect the ongoing uncertainty around the
potential for generic competition for Palexia, particularly in the
key German and Italian markets, and the impact this could have on
our earnings projections. This could result in marked volatility in
credit metrics, with adjusted debt to EBITDA spiking above 4.0x. In
our adjusted debt calculation, we include about EUR1.02 million of
interest-bearing financial obligations, about EUR40 million of
estimated operating-lease adjustments, and about EUR21 million of
post-retirement debt obligations. We do not deduct cash from debt
due to our assessment of the business and the fact that there is no
cash earmarked for debt repayment."

Acquisitions will likely remain an important pillar of Grunenthal's
overall growth strategy. However, S&P does not factor large
acquisitions explicitly into our base case because of uncertainties
over their size and timing. In recent years, the company's growth
strategy has mainly revolved around in-licensing deals with large
pharmaceutical companies that do not have pain as a core
therapeutic area to contain the natural decline in its product
portfolio. For example, Grunenthal acquired Vimovo and Nexium from
AstraZeneca in 2018, and then Crestor in 2021. Grunenthal's aim is
to stabilize the revenue decline by utilizing its strong commercial
presence and relationships with key prescribers in its end markets.
S&P said, "Although we have not factored in any acquisitions over
the next two years beyond Crestor in February 2021 and Mestex AG in
April 2021, we expect external initiatives to remain a major pillar
of Grunenthal's growth strategy in the near-to-medium term. In
terms of the company's targeted areas of expansion, there is a
willingness to diversify away from pain, but a preference for areas
where management has some working knowledge. We understand that the
company does not intend to shift toward over-the-counter drugs and
will likely remain almost entirely focused on prescription-based
ones."

Grunenthal's development pipeline has long-term organic growth
potential, which could strengthen its revenue and earnings capacity
over time. This growth potential is primarily linked to the ongoing
lifecycle management of Qutenza in the U.S. One example of this is
last year's approval of a broad label extension for Qutenza by the
U.S. Food and Drug Administration (FDA) for the treatment of
neuropathic pain associated with diabetic peripheral neuropathy of
the feet in adults. S&P sees the potential for Qutenza to
comfortably exceed the EUR100 million revenue contribution
threshold by the end of 2024 as a result. The company is also
kicking off a phase 3 study for Qutenza in the U.S. for the
treatment of post-surgical neuropathic pain this year. Overall, S&P
thinks that Qutenza has good potential in the U.S. market, where
traditional strong opioids have attracted regulatory attention due
to the related problem of addiction. Another notable project in
Grunenthal's late-stage pipeline, the novel therapy MPC-06-ID for
the treatment of lower back pain in partnership with
Australia-based Mesoblast, will likely be discontinued this year
following unsatisfactory results across treatment groups. Although
there will be no material cash outflows for Grunenthal, the results
were disappointing since they shave up to EUR200 million off
organic revenue from 2027. Nevertheless, with its latest
acquisition of Mestex in April 2021, the company is adding the
investigational medicine MTX-071, with two late (phase 3) studies
for pain associated with osteoarthritis of the knee planned for
2021.

S&P said, "In our view, Grunenthal's in-house research and
development (R&D) capability reduces business risk. With the
arrival of the current management team in 2016-2017, Grunenthal has
refreshed its R&D strategy, reducing its spending to well below 20%
of revenue. Internal R&D spending is on selected projects in the
area of pain, and the company also seeks partnerships with other
pharmaceutical companies for promising early- and late-stage
projects. We will monitor the development of Grunenthal's internal
product pipeline to assess the positive pressure it might have on
our assessment of the company's business risk over time."

The streamlined asset base and low capital intensity should support
deleveraging in the event of large debt-funded product in-licensing
deals. Grunenthal has generated very strong free cash flow in
recent years, of well over EUR100 million per year, and S&P
anticipates that this will remain the case over the next two years.
This view is supported by the strong brand equity of most of the
company's mature product portfolio, with some brands still
generating revenues despite losing patent protection a long time
ago. Examples are Tramal, Grunenthal's flagship opioid, and the
pain treatments Transtec and Zaldiar. The company actively promotes
its products to key stakeholders through various channels,
including digital channels, and has a track record of stabilizing
the decline in some products in recent years, such as Versatis in
France in 2019. Grunenthal's cash generation derives further
support from low capital intensity thanks to a well-invested asset
base.

S&P said, "We view Grunenthal's ownership structure as
supportive.The company has stable annual dividend distributions of
EUR20 million-EUR30 million and a track record of ceasing dividend
distributions in times of increased investment in the business. The
benefits of the streamlined asset base following the "Fit for 2022"
strategy that Grunenthal initiated in 2017 are already visible. In
our view, these factors combined should support swift deleveraging
in the event of a large in-licensing deal, or a series of smaller
bolt-on deals, and an associated increase in working capital
needs.

"The final ratings are subject to our receipt and satisfactory
review of all the transaction documentation. Accordingly, the
preliminary ratings should not be construed as evidence of the
final ratings. If the terms and conditions of the final
documentation depart from what we have already reviewed, or if the
financing transaction does not close within what we consider to be
a reasonable time frame, we reserve the right to withdraw or revise
the ratings.

"The positive outlook reflects our forecasts that Grunenthal's new
products, including Crestor and the extended label for Qutenza in
the U.S., will benefit from the company's well-established
commercial presence in key markets, provide growth momentum, and
alleviate the gradual decline in Palexia sales. Despite a degree of
uncertainty on how fast the penetration of generics will affect
Palexia in certain markets like Germany and Italy, we estimate that
Grunenthal's adjusted debt to EBITDA should remain below 4.0x and
its FOCF above EUR120 million per year. We also assume that
Grunenthal will maintain a disciplined approach to acquisitions,
with EBITDA multiples not deviating materially from the 4.3x that
the Crestor acquisition came in at."

Upside scenario

S&P could upgrade Grunenthal if the company continues to grow
Qutenza profitably following the label extension in the U.S., and
if it is able to manage the ongoing erosion of revenues from its
mature products, particularly Palexia, if it faces more severe
generic competition from 2022. S&P's rating upside triggers are:

-- Adjusted debt to EBITDA sustainably below 4.0x; and
-- Annual FOCF generation of at least EUR120 million.

Downside scenario

S&P could revise the outlook to stable if it observes stronger
pricing pressure than it anticipates on the company's mature
product portfolio, including volatility in the contribution from
Crestor. This could also occur if a generic substitute for Palexia
materializes from as early as 2022. This could affect our earnings
projections and lead to adjusted debt to EBITDA spiking above 4.0x.
It could also lead to heightened risk around spending on mergers
and acquisitions due to the structural decline in revenues from the
mature product portfolio.


HSE FINANCE: S&P Assigns Preliminary 'B' ICR on Refinancing
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' preliminary long-term issuer
credit and issue ratings to HSE Finance S.a.r.l. and the proposed
senior secured notes, with a preliminary recovery rating of '3'.

S&P said, "The stable outlook reflects our view that, although
trading will likely stay depressed in the eurozone retail industry
until mid-year 2021 due to COVID-19-related disruption, we expect
S&P Global Ratings-adjusted debt to EBITDA at 5.0x-5.5x along with
free operating cash flow (FOCF) after lease payments of more than
EUR45 million for the full year."

HSE intends to issue EUR630 million of new senior secured notes to
refinance its existing debt and fund a dividend to shareholders.
S&P said, "After the transaction is completed, we expect HSE's S&P
Global Ratings-adjusted debt to EBITDA will increase to 5.0x-5.5x
in 2021 from 3.5x estimated in 2020. We expect the company to
deleverage below 5.0x in 2022, spurred by an increasing
contribution from its e-commerce sales and solid operating margin.
HSE is a TV home shopping and e-commerce company with a presence in
Germany, Austria, Switzerland (the DACH region; 86% of total
revenue) and Russia (14%). Through its TV channels, websites,
social media, and mobile applications, it sells a wide range of
products in fashion, jewelry, beauty, sport, and home furniture.
The company has been owned by Providence Equity Partners since
2012. In 2020, the group reported sound operating results,
achieving S&P Global Ratings-adjusted EBITDA of about EUR125
million (pending audited accounts for 2020 and adjusted for one-off
items and capitalized development costs) up from EUR104.3 million
in 2019, driven by top-line growth amid COVID-19-related lockdown
measures in Europe. The mandatory closure of retail stores across
Europe during the various lockdowns contributed to higher sales at
online players such as HSE. In 2020, the group's sales increased by
4.6% compared with 2019, with the online segment in the DACH region
expanding by close to 18% to EUR237 million from EUR201 million.
This increased demand also translated into improved profitability,
stemming particularly from a higher gross margin. However, we
expect that most e-commerce growth was captured in 2020, meaning
HSE's growth will slow gradually as COVID-19 restrictions soften in
second-half 2021 and in 2022."

S&P said, "We believe the company's multichannel strategy positions
it well to capture increasing e-commerce demand.Compensating for
the flat growth of active customers in TV home shopping, active
customers in the e-commerce segment have risen by close to 20%
since 2018. E-commerce sales now represent about 34% of total sales
in the DACH region against 29% in 2018 and are the main contributor
to HSE's sales growth in the German-speaking market. We also expect
the company to benefit from an increase in the number of active
customers in Russia since the e-commerce market is less mature
there. In addition, we believe the e-commerce market will continue
to expand in Europe, driven by customers' new purchasing habits
that will continue after the COVID-19 pandemic." HSE is therefore
well positioned to capture increasing e-commerce demand in its
geographies and especially the expanding live-commerce market,
which targets a younger population, thanks to its use of
technologies and social media engagement.

HSE is nearing the completion of its restructuring program,
resulting in profitability improvement. S&P said, "HSE is still
undertaking reorganization measures related to the change in
management and staffing structure, which we believe will still
result in high restructuring costs for 2021. Since 2018, the
company has absorbed large restructuring charges, as well as
discontinuing and termination costs for the Italian and Middle East
businesses, which have weighed on its profitability. However, we
believe that most restructuring charges and cost-saving measures
are now completed." As such, S&P Global Ratings-adjusted EBITDA
margin increased to an estimated 15.3% in 2020 from 13.5% in 2019
following the exit from loss-making international operations. That
said, HSE still has an international presence in Russia where
earnings generated in rubles bear foreign currency translation risk
should the currency weaken against the euro, which could contribute
to weaker earnings generation.

HSE has a positive track record of continued cash flow generation.
HSE has an asset-light business model with a higher share of
variable costs compared with other specialty retailers with
physical stores. Those retailers usually have a higher share of
fixed costs, leases, and capital expenditure (capex) to maintain
their network of stores, while HSE solely focuses on remote
commerce. The group has also improved its working capital position
due to strict inventories, suppliers, and receivables management,
which limited working capital requirements at year-end 2020. This
enabled the group to report constant positive FOCF after leases,
even during transition periods where earnings were more volatile.
S&P said, "In 2021, we expect FOCF will decline to EUR45
million-EUR50 million from above EUR60 million in 2020, spurred by
an increase in capex and neutral working capital contribution on
average this year. This is because we consider most optimization of
inventories and supplier terms was already realized in 2020."

S&P said, "We don't expect HSE to releverage beyond 5.5x in the
mid-to-long term, as demonstrated by its track record.Our view of
the group's financial risk profile is constrained by our assessment
of the shareholder's financial policy. Although this is the fifth
dividend recapitalization since Providence Equity Partners took
control, the net leverage ratio--as per the group's definition--has
never increased above 4.25x after refinancing, which is equivalent
to an S&P Global Ratings-adjusted debt to EBITDA of 5.5x and is
commensurate with the current preliminary rating. Although the new
documentation constrains dividend distribution above the 3.0x
threshold for net consolidated leverage, we believe HSE's option to
serve another dividend in the mid-to-long term is not remote at
this stage considering the group's track record of shareholder
remuneration and forecast positive FOCF. However, we don't expect
the group to move above its targeted net leverage ratio of a
maximum 4.25x, sticking to its previously demonstrated financial
policy."

The rating is constrained by HSE's small scale of operations
compared with peers, narrow geographical diversification, and
exposure to low barriers to entry in e-commerce. HSE remains a
relatively small player with growth potential centered on its core
markets. In 2020, TV home shopping and e-commerce company Qurate
Retail, which owns Germany's TV home shopping market leader QVC,
generated an EBITDA of more than EUR1.8 billion while HSE's
adjusted EBITDA was about EUR125 million. Additionally, QVC has a
global presence and benefits from greater economies of scale, while
HSE solely focuses on German-speaking countries and Russia. S&P
said, "We also understand the company prefers to target growth in
its core markets rather than expanding internationally, as
demonstrated in the past few years with its exit from Italy and the
Middle East. In addition to the high level of customer returns
inherent to online sales, HSE is exposed to the structural decline
in TV home shopping and intense competition from pure e-commerce
players. As such, HSE's total number of active customers in the
TV-commerce segment remains flat and has even declined by close to
1.5% since 2018. Furthermore, we believe that HSE is exposed to
impulse shopping and discretionary spending, which could translate
into earnings volatility despite a loyal customer base."

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

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all final documentation and final terms of
the transaction.The preliminary ratings should therefore not be
construed as evidence of final ratings. If we do not receive final
documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include, but are not limited
to, utilization of the proceeds, maturity, size and conditions of
the facilities, financial and other covenants, security, and
ranking.

"The stable outlook reflects our view that, although trading will
likely stay depressed in the eurozone retail industry until
mid-year 2021 due to COVID-19-related disruption, HSE should
achieve sales growth of about 1% this year thanks to its TV and
e-commerce channels operations, and maintain solid operating
margins. We forecast adjusted debt to EBITDA of 5.0x-5.5x for 2021,
and below 5.0x for 2022, along with FOCF after lease payments of
more than EUR45 million.

"We could lower the rating if the spread of the virus or weaker
consumer confidence prevents HSE from sustaining positive trading
momentum in 2021, which could result in weaker earnings and cash
flows than we currently anticipate." In particular, S&P could lower
the ratings if:

-- The company's adjusted debt to EBITDA remains significantly
higher than 6.5x for a prolonged period;

-- FOCF weakens toward zero; or

-- The company adopts a more aggressive financial policy with
material debt-financed dividends.

S&P said, "We see an upgrade as remote in the next 12 months
considering the group's relatively narrow size and our forecast of
moderate growth amid flat sales in the TV business. That said, a
positive rating action would hinge on HSE's ability to maintain
consistent organic sales growth, translating in rising EBITDA to
smoothen profit volatility and material positive reported FOCF
generation on an annual basis after accounting for all
lease-related payments. Any upgrade would also be contingent on the
financial sponsor's commitment not to exceed leverage above 5x on
S&P Global Ratings-adjusted terms."


WIRECARD AG: Employees Removed Cash Out of HQ in Plastic Bags
-------------------------------------------------------------
Olaf Storbeck at The Financial Times reports that Wirecard
employees hauled millions of euros of cash out of the group's
Munich headquarters in plastic bags over a period of years,
according to former employees, suggesting that the payments company
was looted even more brazenly than previously known.

The once high-flying fintech, which at its peak was worth EUR24
billion, went bust last summer in one of Germany's biggest
accounting frauds, the FT recounts.  It collapsed after discovering
that EUR1.9 billion of corporate cash did not exist and that parts
of its business in Asia were a sham, the FT notes.

Former employees have told Munich police investigating the fraud
that staff repeatedly removed large amounts of cash from Wirecard's
head office, people with direct knowledge of the matter told the
FT.

The practice started as early as 2012, and six-digit amounts of
banknotes were often moved in Aldi and Lidl plastic bags, former
employees told the police.  The total amount, the current
whereabouts of the cash and the purpose of removing it from the
building are unclear, the FT relays.

Wirecard, whose main business was processing payments for
merchants, owned its own bank but did not have branches, the FT
notes.  As demand for cash grew over time, Wirecard Bank bought a
safe which was located in the group's headquarters in a Munich
suburb.

At one point in May 2017, EUR500,000 in cash was delivered at a
time when the safe was full, according to emails seen by the FT and
a person with knowledge of the transaction. Some of the cash needed
to be hidden elsewhere in the offices.

An employee, who worked at the headquarters for almost two years
until 2018, told police that amounts of EUR200,000-EUR700,000 were
removed frequently, sometimes several times per week, the FT says,
citing people familiar with the investigation.

That suggests more than EUR100 million could have been removed, the
FT notes. However, bank records that were seized by police only
document cash withdrawals of around EUR6 million, these people
added.

At least some of the cash was recorded as withdrawn by clients of
Wirecard Bank, among them suspicious business partners like
Philippines-based payments company PayEasy, which prosecutors
allege is one of the entities at the core of the fraud, the FT
discloses.

The former employees told police that many of the withdrawals were
made by an assistant to a senior Wirecard manager, who was in
charge of a Dubai-based subsidiary, the FT relays.  She brought the
plastic bags containing the cash to Munich's airport on at least
some of the occasions, where she handed them over to unknown
individuals, according to the people familiar with the former
employees' testimony to police, the FT notes.

The senior Wirecard manager, who told prosecutors that he
transferred EUR4.5 million of Wirecard funds to a hidden personal
foundation in Liechtenstein, is also facing questions over up to
EUR15 million that was transferred from accounts at Wirecard Bank
to accounts in the Caribbean island of Antigua, an offshore tax
haven, according to the FT.


WIRECARD AG: Germany's Finance Minister Denies Blame for Fraud
--------------------------------------------------------------
Christian Kraemer and John O'Donnell at Reuters report that
Germany's finance minister denied any blame for the
multi-billion-euro Wirecard fraud on April 22, pointing the finger
at the company and its auditors, EY, for waving the firm's accounts
through for a decade.

Olaf Scholz joins a long list of politicians and officials who have
denied responsibility for slipshod oversight and what critical
lawmakers see as a pro-Wirecard bias that failed to avert Germany's
biggest post-war fraud, Reuters notes.

The case, on a par with the Enron scandal in the United States, has
prompted the resignation of the heads of two German supervisory
authorities, an overhaul of regulation, and criminal
investigations, Reuters relates.

Wirecard, which began by processing payments for gambling and
pornography before becoming a hot technology stock and finally
Germany's biggest fraud, has cast a cloud over Mr. Scholz's bid to
succeed Angela Merkel as chancellor in September's election,
Reuters notes.

"Responsibility for this highly criminal fraud does not rest with
the government," Mr. Scholz told lawmakers at a public inquiry into
the affair, notes the report. "This fraud was not uncovered for 11
years because the auditors who were responsible for examining its
finances . . . signed off on the accounts every single year."

"Olaf Scholz carries the political responsibility", said Matthias
Hauer, a member of parliament for Merkel's conservative CDU,
currently in coalition with Scholz's centre-left Social Democrats,
reports Reuters.  He said the finance ministry was a "house on
fire".

The public inquiry has revealed contacts between Wirecard, former
intelligence officials and the highest ranks of government
including Merkel, who, ignorant of the brewing scandal, lobbied for
the company in China, Reuters relays.

The company filed for insolvency last year, owing creditors almost
US$4 billion, after disclosing a EUR1.9 billion (US$2.3 billion)
hole in its accounts, Reuters discloses.


WIRECARD AG: MPs Want Investigator to Expand EY Audit Probe
-----------------------------------------------------------
Olaf Storbeck at The Financial Times reports that German MPs have
asked a special investigator to expand a probe into EY's audits of
Wirecard after his initial report uncovered serious shortcomings.

The Big Four firm has been under intense scrutiny since last year's
collapse of Wirecard, which was awarded unqualified audits by EY
for a decade, the FT notes.

Concern has grown in recent days after a report commissioned by a
German parliamentary inquiry examining the scandal reached a
damning verdict over the quality of EY's work, the FT relays.

The report, which was seen by the FT, describes how EY failed to
spot fraud risk indicators, did not fully implement professional
guidelines and, on key questions, relied on verbal assurances from
executives.

The parliamentary inquiry committee this week unanimously agreed to
give the report's author, Martin Wambach, a partner at mid-sized
accountancy firm Roedl & Partner, more time to expand his
investigation, the FT discloses.

Following a private hearing with Mr. Wambach on April 20, the
special investigator now has until May to examine EY's 2018 audit
of Wirecard, the FT states.  His initial 91-page report focused on
Wirecard's financial reports up until 2017.

MPs also asked Mr. Wambach to examine "Project Ring", a botched
forensic investigation by EY into alleged accounting manipulations
and bribery in India by Wirecard employees, the FT notes.

The committee will further examine the findings of the initial
report and any future insights from Wambach by late May and intend
to question EY, the FT says.

The decision to extend Mr. Wambach's mandate carries risks for EY,
which in February acknowledged that the Wirecard scandal had
damaged trust in its business, the FT states.

EY partners responsible for the Wirecard audits are under criminal
investigation over potential violations of rules while conducting
their professional duties, the FT relates.  The firm is also facing
lawsuits from Wirecard's shareholders and creditors, according to
the FT.




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ALPHA SERVICES: S&P Assigns 'B-' ICR After Corporate Hive Down
--------------------------------------------------------------
S&P Global Ratings withdrew its ratings on the former Alpha Bank
A.E., which, as part of the bank's de-risking strategy, will cease
to be a credit institution. At the same time, S&P assigned its
'B-/B' long- and short-term issuer credit ratings to Alpha Services
and Holdings S.A., the new NOHC of the group, and 'B/B' long- and
short-term issuer credit ratings to the newly created operating
entity, Alpha Bank S.A. The outlook is stable.

S&P also assigned its 'B/B' long- and short-term resolution
counterparty ratings (RCRs) to Alpha Bank S.A.

S&P said, "The withdrawal of our ratings on Alpha Bank A.E. follows
the bank's split into two new entities, Alpha Bank S.A., the new
operating entity; and Alpha Services and Financial Holdings S.A., a
NOHC. After the transaction, Alpha Bank A.E. ceased to exist as a
credit institution and its corporate name was changed to Alpha
Services and Financial Holdings S.A., while most of its activities,
assets, and liabilities were transferred to Alpha Bank S.A., which
is fully owned by the holding company."

This transformation is part of the strategic actions taken by the
group to reduce risk in its portfolio. The hive-down paves the way
for the Galaxy securitization of EUR10.8 billion in nonperforming
exposures (NPEs) planned for 2021. It will enable the bank to
record losses at the NOHC level without triggering deferred-tax
credits law.

S&P said, "We assess Alpha's group stand-alone credit profile
(SACP) at 'b' based on the same rating factors as the former Alpha
Bank A.E. This is because our view of the group's creditworthiness
remains unchanged following the bank's transformation. We align our
issuer credit ratings on the operating entity with the 'b' group
SACP, hence the 'B/B' ratings on the new Alpha Bank S.A.

"We rate Alpha Bank Services and Holdings at 'B-/B', one notch
below the operating entity, to reflect the subordination of the
NOHC under the bank's new corporate structure. At this anchor
level, we usually rate NOHCs two notches below the group SACP to
indicate the increased credit risk that arises from possible
regulatory and operational constraints on upstreaming resources,
especially as Tier 2 instruments will be retained at the NOHC level
and coupon payments will depend on cash flows from Alpha Bank S.A.
However, we do not see a clear path to default for the NOHC in the
next 12 months, nor do we consider that the NOHC at this stage is
dependent upon favorable business conditions to meet its financial
commitment. Consequently, the NOHC does not currently meet our
definition for a 'CCC+' rating under our criteria (see "General
Criteria: Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC'
Ratings," published Oct. 1, 2012). Additionally, the back-to-back
Tier 2 instruments to be issued by the operating company, fully
subscribed by the NOHC, and substantially mirroring the Tier 2
instruments issued at the NOHC's level, reduce the reliance of the
NOHC on dividends from Alpha Bank S.A. and partly mitigate
subordination risks, in our view.

"That said, we consider that holders of the Tier 2 instruments at
the NOHC level are worse off than before the hive down, as a result
of structural subordination. Therefore, an upgrade of the
subordinated instruments issued by the NOHC would now require at
least three notches of improvement in the group SACP.

"The 'B/B' RCRs on Alpha Bank S.A. are at the same level as the
issuer credit rating, in line with domestic peers. We apply no
uplift because we have little visibility at this stage on the
resolution authorities' ability to carry out an orderly resolution
plan through a bail-in.

"We rate the hybrid capital instruments issued by the NOHC and
Alpha Bank S.A. by notching down from the 'b' group SACP, in
accordance with our criteria. The number of notches depends on the
features of each instrument.

"The stable outlook on Alpha balances the risks from the pandemic
over the next 12 months on the bank's ongoing asset-quality clean
up against the extraordinary measures being taken by the ECB and
Greek government to support the economy and the banking system. We
anticipate that, in this environment, Alpha should preserve its
financial risk and business risk profiles; specifically, it should
retain its deposits base and balanced funding position."

Alpha Bank S.A.

S&P said, "We could lower the rating if macroeconomic conditions in
Greece substantially worsen, causing asset quality to come under
strain again and NPEs to rise to levels similar to those in the
past downturn. We could also lower the rating if Alpha's funding
profile weakens unexpectedly."

Alpha Services and Holdings S.A.

S&P said, "We could lower the rating if macroeconomic conditions in
Greece substantially worsen, causing asset quality to come under
strain again and NPEs to rise to levels similar to those in the
past downturn. We could also lower the rating if Alpha's funding
profile weakens unexpectedly. Additionally, we could lower the
rating on Alpha Services and Holdings S.A. if we saw a lower
likelihood of Alpha Bank S.A. meeting its obligations toward the
NOHC."

Alpha Bank S.A.

S&P said, "We could consider raising the rating should Alpha make
meaningful progress in its NPE clean up. This could happen if the
pandemic's impact on asset quality is less than anticipated, or if
the economic recovery is higher and faster. Therefore, we will
closely monitor Alpha's progress in reducing risk in its portfolio
and bringing its asset quality more in line with that of
higher-rated peers."

Alpha Services and Holdings S.A.

A positive rating action on Alpha Services and Holdings is highly
unlikely at this stage because of the holding company's structural
subordination to Alpha Bank. At this anchor level, S&P usually
rates NOHCs two notches below the group SACP. Thus, an upgrade of
the NOHC would require it to revise the group SACP upward by at
least two notches. Consequently, an upgrade of the subordinated
notes at the NOHC level would require at least three notches of
improvement of the group SACP, and appears remote at this stage.




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

ANCHORAGE CAPITAL 2: S&P Assigns B- (sf) Rating on Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Anchorage Capital
Europe CLO 2 DAC's class A, B-1, B-2, C, D, E, and F notes. The
issuer has EUR42 million of unrated subordinated notes outstanding
from the existing transaction.

The transaction is a reset of the existing Anchorage Capital Europe
CLO 2, which closed in October 2018. The issuance proceeds of the
refinancing notes have been used to redeem the refinanced notes
(class A-1, A-2, B, C, D-1, D-2, E, and F of the original Anchorage
Capital Europe CLO 2transaction), and pay fees and expenses
incurred in connection with the reset.

The reinvestment period, originally scheduled to last until
November 2022, will be extended to July 2025. The covenanted
maximum weighted-average life will be 9.0 years from closing.

Under the transaction documents, the manager can exchange defaulted
obligations for other defaulted obligations from a different
obligor with a better likelihood of recovery.

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans. Therefore,
we have conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow collateralized debt obligations.

  Portfolio Benchmarks

  S&P Global Ratings weighted-average rating factor  2,971.90
  Default rate dispersion                              622.09
  Weighted-average life (years)                         5.022
  Obligor diversity measure                            100.94
  Industry diversity measure                            20.86
  Regional diversity measure                             1.28
  Weighted-average rating                                 'B'
  'CCC' category rated assets (%)                        6.11
  'AAA' weighted-average recovery rate                  36.50
  Floating-rate assets (%)                              91.62
  Weighted-average spread (net of floors; %)             3.91

S&P said, "In our cash flow analysis, we used the EUR400.00 million
par amount, the actual weighted-average spread of 3.90%,
weighted-average coupon of 4.66%, and weighted-average recovery
rates in the portfolio. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

"Our credit and cash flow analysis show that the class B-1, B-2, C,
and D notes benefit from break-even default rate (BDR) and scenario
default rate cushions that we would typically consider to be in
line with higher ratings than those assigned. However, as the CLO
is still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our ratings
on the notes.

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CC+' rating. However the recommendation is
to apply our 'CCC' rating criteria, to assign a 'B-' rating to this
class of notes."

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

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

-- Portfolio characteristics: The average credit quality of the
portfolio is similar compared to other recent CLOs.

-- S&P said, "Our model generated breakeven default rate at the
'B-' rating level of 28.87% (for a portfolio with a weighted
average life of 5.022 years) versus if we were to consider a long
term sustainable default rate of 3.1% for 5.022 years which would
result in a target default rate of 15.568%."

-- S&P also noted that the actual portfolio is generating higher
spreads and recoveries versus the covenanted thresholds that it has
modelled in our cash flow analysis.

-- S&P said, "For us to assign a rating in the 'CCC' category, we
also assessed if; a) whether the tranche is vulnerable to
non-payments in the near future, b) if there is a one in two
chances for this note to default, and c) if we envision this
tranche to default in the next 12-18 months."

Elavon Financial Services DAC is the bank account provider and
custodian. The manager can purchase up to 20% non-euro assets
subject to entering into perfect asset swaps. The documented
downgrade remedies are in line with S&P's current counterparty
criteria for liabilities rated up to 'AAA'.

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

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

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

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

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

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class E notes "Criteria For Assigning 'CCC+', 'CCC',
'CCC-', And 'CC' Ratings," published on Oct. 1, 2012."

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

-- Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. Accordingly, since there are no
material differences compared to our ESG benchmark for the sector,
no specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

  Ratings List

  CLASS   RATING     AMOUNT    INTEREST RATE*      SUBORDINATION
                   (MIL. EUR)                          (%)
  A       AAA (sf)   240.00    Three-month EURIBOR    40.00
                               plus 0.85%
  B-1     AA (sf)     28.00    Three-month EURIBOR    30.75
                               plus 1.60%
  B-2     AA (sf)      9.00    2.15%                  30.75
  C       A (sf)      29.00    Three-month EURIBOR    23.50
                               plus 2.40%
  D       BBB- (sf)   28.00    Three-month EURIBOR    16.00
                               plus 3.55%
  E       BB- (sf)    26.00    Three-month EURIBOR    10.00
                               plus 6.45 %
  F       B- (sf)     12.00    Three-month EURIBOR     7.00
                               plus 8.94%
  Sub notes   NR      42.00    N/A                      N/A

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

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


AURIUM CLO V: S&P Assigns B- (sf) Rating on EUR14.3MM Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Aurium CLO V DAC's
class A Loan, A, B-1, B-2, C, D, E, and F notes. At closing, the
terms of the original EUR40.75 million of unrated subordinated
notes were amended to reflect the terms of the considered reset
transaction.

The transaction is a reset of an existing Aurium CLO V transaction,
which originally closed in April 2019. The issuance proceeds of the
refinancing notes were used to redeem the refinanced notes (class
A, B-1, B-2, C, D, E, and F notes) and pay fees and expenses
incurred in connection with the reset.

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

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

The purchase of workout loans is not subject to the reinvestment
criteria or the full eligibility criteria as is the case with
standard collateral obligations. However, such purchases are
subject to documented workout loan acquisition eligibility
criteria, which include specific eligibility conditions and workout
loan profile tests.

The issuer may purchase workout loans using interest proceeds,
principal proceeds, or amounts in the supplemental reserve account.
The use of interest proceeds to purchase workout loans is subject
to:

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

-- Following the purchase of a workout obligation, all coverage
tests must be satisfied.

The use of principal proceeds is subject to:

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

-- If the above condition is not satisfied: (i) the obligation
meets the documented restructured obligation eligibility criteria,
(ii) the par value tests are satisfied after the reinvestment,
(iii) the obligation ranks pari passu with or senior to the
relevant collateral obligation, and (iv) the obligation to be
acquired is not a warrant.

Workout loans purchased with principal proceeds that have limited
deviation from the eligibility criteria will receive collateral
value credit in the principal balance definition and for
overcollateralization carrying value purposes. Workout loans that
do not meet this version of the eligibility criteria will receive
zero credit. Workout loans purchased with interest or supplemental
reserve proceeds can be designated as declared principal proceeds
workout loans subject to the same limited deviation from the
eligibility criteria requirement as above. Declared principal
proceeds workout loans also receive collateral value credit and
this designation is irrevocable.

If a workout loan was purchased with principal proceeds at a time
when the collateral principal amount was below the reinvestment
target par balance, all amounts from such workout loan will be
credited to the principal account until the principal balance of
the related collateral obligation and the greater of the principal
proceeds used to purchase such workout loan and the
overcollateralization carrying value of such workout loan have been
recovered.

If a workout loan was purchased with principal proceeds at a time
when the collateral principal amount was above the reinvestment
target par balance or such workout loan was purchased with interest
or supplemental reserve proceeds, the amounts above the carrying
value can be recharacterized as interest or supplemental reserve
amounts at the manager's discretion. This aims to protect the
transaction from par erosion by capturing the carrying value from
any workout distributions as principal account proceeds.

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

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

  Portfolio Characteristics

  S&P Global Ratings weighted-average rating factor    2,666.96
  Default rate dispersion                                662.77
  Weighted-average life (years)                            4.83
  Obligor diversity measure                              113.57
  Industry diversity measure                              19.14
  Regional diversity measure                               1.24
  Weighted-average rating                                   'B'
  'CCC' category rated assets (%)                          2.61
  'AAA' weighted-average recovery rate                    35.89
  Floating-rate assets (%)                                92.71
  Weighted-average spread (net of floors; %)               3.62

S&P said, "In our cash flow analysis, we modeled the target par
amount of EUR440 million, a weighted-average spread of 3.55%, the
reference weighted-average coupon of 4.50%, and the minimum
weighted-average recovery rates as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our credit and cash flow analysis shows that the class B-1, B-2,
C, D, and E notes benefit from break-even default rate (BDR) and
scenario default rate (SDR) cushions that we would typically
consider to be in line with higher ratings than those assigned.
However, as the CLO will be in reinvestment phase until July 2025,
during which the transaction's credit risk profile could
deteriorate, we have capped our ratings on the notes.

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC+' rating. However the recommendation
is to apply our 'CCC' rating criteria, to assign a 'B-' rating to
this class of notes."

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

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

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

S&P said, "Our model generated BDR at the 'B-' rating level of
24.65% (for a portfolio with a weighted-average life of 4.83
years), versus if we were to consider a long-term sustainable
default rate of 3.1% for 4.83 years, which would result in a target
default rate of 14.97%.

"We also noted that the actual portfolio is generating higher
spreads and recoveries versus the covenanted thresholds that we
have modeled in our cash flow analysis.

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

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

"Citibank, London Branch is the bank account provider and
custodian. The transaction participants' documented replacement
provisions are in line with our counterparty criteria for
liabilities rated up to 'AAA'.

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

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

"Spire Management Ltd. is the collateral manager. Under our "Global
Framework For Assessing Operational Risk In Structured Finance
Transactions," published on Oct. 9, 2014, the maximum potential
rating on the liabilities is 'AAA'.

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

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

-- Environmental, social, and governance (ESG)
ESG credit factors in the transaction are broadly in line with
S&P's benchmark for the sector. Primarily due to the diversity of
the assets within CLOs, the exposure to environmental credit
factors is viewed as below average, social credit factors are below
average, and governance credit factors are average. For this
transaction, the documents prohibit assets from being related to
the following industries: tobacco, pornography or adult
entertainment, prostitution, illegal activities, child or forced
labor, production of asbestos fibers, sanctioned products,
production of controversial weapons, thermal coal, speculative
extraction of oil and gas, the extraction of thermal coal, fossil
fuels from unconventional sources other fracking activities, or
coal mining and/or coal-based power generation, the oil sands and
associated pipelines industry, or opioid drug manufacturing and
distribution where the obligor or its corporate group has a
negative environmental, social, and governance impact. Accordingly,
since the exclusion of assets from these industries does not result
in material differences between the transaction and our ESG
benchmark for the sector, no specific adjustments have been made in
our rating analysis to account for any ESG-related risks or
opportunities.

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

  Ratings List

  CLASS   RATING     AMOUNT    INTEREST RATE*    SUBORDINATION (%)
                   (MIL. EUR)
  A       AAA (sf)   172.80    Three/six-month        38.00
                               EURIBOR plus 0.79%  
  A Loan  AAA (sf)   100.00    Three/six-month        38.00
                               EURIBOR plus 0.79%
  B-1     AA (sf)     25.75    Three/six-month        29.25
                               EURIBOR plus 1.30%
  B-2     AA (sf)     12.75    1.75%                  29.25
  C       A (sf)      36.30    Three/six-month        21.00
                               EURIBOR plus 2.35%
  D       BBB (sf)    27.50    Three/six-month        14.75
                               EURIBOR plus 3.50%
  E       BB- (sf)    22.00    Three/six-month        14.75  
                               EURIBOR plus 6.16%
  F       B- (sf)     14.30    Three/six-month         6.50
                               EURIBOR plus 9.36%
  Sub     NR          40.75    N/A                      N/A

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

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


BAIN CAPITAL 2018-2: Fitch Assigns Final B- Rating on Cl. F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Bain Capital Euro CLO 2018-2 DAC's
refinancing notes final ratings and affirmed the others. Fitch has
also revised the Outlook on the class C to F notes to Stable from
Negative.

Bain Capital Euro CLO 2018-2 DAC

     DEBT                    RATING            PRIOR
     ----                    ------            -----
A-R XS2326485468     LT  AAAsf  New Rating   AAA(EXP)sf
B-1-R XS2326486276   LT  AAsf   New Rating   AA(EXP)sf
B-2-R XS2326486862   LT  AAsf   New Rating   AA(EXP)sf
C XS1890841452       LT  Asf    Affirmed     Asf
D XS1890840058       LT  BBBsf  Affirmed     BBBsf
E XS1890842930       LT  BB-sf  Affirmed     BB-sf
F XS1890843235       LT  B-sf   Affirmed     B-sf

TRANSACTION SUMMARY

Bain Capital Euro CLO 2018-2 is a cash flow collateralised loan
obligation (CLO). The proceeds of this issuance have been used to
redeem the old notes, with a new identified portfolio comprising
the existing portfolio, as modified by sales and purchases
conducted by the manager. The portfolio is managed by Bain Capital
Credit US CLO Manager, LLC. The refinanced CLO envisages a further
1.8-year reinvestment period and a 6.83-year weighted average life
(WAL).

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B' range. The Fitch weighted average
rating factor (WARF) of the current portfolio is 34.58.

Recovery Inconsistent with Criteria: The portfolio comprises 97.5%
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted average recovery rate (WARR)
of the portfolio as of 19 April 2021 is 64.07% based on Fitch's
current criteria, and 65.71% based on the recovery rate provision
in the transaction documents.

The recovery rate provision in the transaction documents does not
reflect the latest version of the CLOs and Corporate CDOs Rating
Criteria, so that assets without a recovery estimate or recovery
rate by Fitch can map to a higher recovery rate than the criteria.
To account for this, Fitch has applied a haircut of 1.5% to the
WARR covenant considered in its stressed case portfolio analysis.
The haircut is in line with the average impact on the WARR of EMEA
CLOs following the criteria update.

Diversified Asset Portfolio: The transaction has two Fitch
matrices, updated upon refinancing, corresponding to two different
maximum permissible exposures to the top 10 obligors of 18% and
26.5% (currently 13.48%), ensuring the portfolio remains
sufficiently diversified throughout its life. The transaction also
includes limits on the Fitch-defined largest industry at a
covenanted maximum 17.5% and the three-largest industries at 40.0%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management: On the refinancing date, the issuer extended
the weighted average life (WAL) covenant by nine months to 6.83
years and the Fitch matrices have been updated. The transaction's
reinvestment period ends in July 2023. The reinvestment criterion
is similar to other European transactions. Fitch's analysis is
based on a stressed-case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.

Non-Refinancing Notes Affirmed: The affirmation of the class C to F
notes with Stable Outlook reflects the stable performance and
resilience to the coronavirus baseline scenario. The transaction
was below par by 212bp as of the investor report on 08 March 2021.
The transaction passed all portfolio profile tests, Fitch-related
collateral quality tests and coverage tests. Exposure to assets
with a Fitch-derived rating (FDR) of 'CCC+' and below was 6.3%
(excluding unrated assets) compared with the 7.5% threshold.

When analysing the updated matrix with the stress portfolio, the
class C, D, E and F notes showed a maximum breakeven default
shortfall of 0.57%, 1.06%, 2.31%, and 4.96% at the assigned
ratings, respectively. Fitch accepted these shortfalls as the
current ratings are supported by their credit enhancement (CE)
levels (CE for the class F notes is 6.38%), as well as the
significant default cushion on the current portfolio due to the
notable cushion between the transaction's covenants and the
portfolio's parameters. The notes pass the current ratings with a
significant cushion based on the current portfolio and the
coronavirus sensitivity analysis that is used for surveillance.

Resilience to Coronavirus Stress: The Stable Outlooks the on the
refinancing notes and revision of the Outlooks on the class C, D, E
and F notes to Stable from Negative is a result of a sensitivity
analysis Fitch ran in light of the coronavirus pandemic. Fitch
recently updated its CLO coronavirus stress scenario to assume half
of the corporate exposure on Negative Outlook was downgraded by one
notch, instead of 100%. All notes show resilience under this
scenario.

RATING SENSITIVITIES

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% and an increase in the recovery rate (RRR) by 25% at all
    rating levels would result in an upgrade of up to five notches
    depending on the notes, except for the class A-R notes, which
    are already at the highest rating on Fitch's scale and cannot
    be upgraded.

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

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

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

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

Coronavirus Potential Severe Downside Stress Scenario

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The potential severe downside
stress incorporates a single-notch downgrade to all the corporate
exposure on Negative Outlook. This scenario shows resilience at the
ratings for all notes except the class F notes, which show a small
shortfall.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Bain Capital Euro CLO 2018-2 DAC

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

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

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

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

JAZZ SECURITIES: Fitch Rates USD2.7BB Sr. Sec. Notes 'BB+(EXP)'
---------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'BB+(EXP)'/'RR1'
to Jazz Securities Designated Activity Company's $2.7 billion
senior secured notes offering. The issuer is a direct wholly owned
subsidiary of Jazz Pharmaceuticals Public Limited Company (Jazz).
Fitch currently rates Jazz's Long-term Issuer Default Rating 'BB-'.
The Rating Outlook is Stable.

Proceeds from the new senior secured notes and new senior secured
credit facilities along with the issuance of Jazz common stock are
expected to be used to fund the acquisition of GW Pharmaceuticals
plc (GW). The new senior secured notes will be jointly and
severally guaranteed by Jazz and each of its restricted
subsidiaries that will be a borrower under or will guarantee the
new obligations under the new senior secured credit facilities.
Following the GW acquisition, the new senior secured notes and new
senior secured credit facilities will rank equal in right of
payment and will be senior to the existing exchangeable unsecured
notes of Jazz and its subsidiaries.

The expected ratings will be converted to final ratings after
confirmation that the acquisition has been completed in accordance
with terms of the final credit agreement, offering memorandum and
acquisition agreement.

KEY RATING DRIVERS

Innovative, High Growth Biopharmaceutical Company: The acquisition
of GW by Jazz positions the combined company to become a leader in
the neuroscience field as a result of complementary products with
significant future growth prospects. Jazz has a solid track record
of launching innovative products serving the sleep disorder market
and has recently expanded its portfolio of oncology products with
the launch of Zepzelca. The addition of Epidiolex to the revenue
base of the combined company creates the opportunity for revenue
and EBITDA growth and diversification, which has been missing from
Jazz's credit profile. GW is at the forefront of cannabinoid
science and offers a promising pipeline of new drugs.

New Product Launches and Pipeline Opportunities: Jazz launched
three key products in 2019 and 2020: Zepzelca (lung cancer), Xywav
and Sunosi (sleep disorder). Fitch anticipates that the new
products (already launched) will comprise an increasingly greater
percentage of total revenues. Beginning in 2022, these products
will represent more than 50% of Jazz's standalone total revenue.
The addition of Epidiolex should drive this percentage to
approximately 65% of total consolidated revenue. In addition, the
new product launches provide diversification across neuroscience
and oncology.

The addition of GW provides immediate diversification and enhances
the combined company's growth profile with its key product,
Epidiolex, which is diversified across indications with potentially
additional ones to come. Two more important product approvals and
launches are anticipated in 2021, with JZP-458 in acute lymphocytic
leukemia and Xywav - JZP-258 for ideopathic hypersomnia, which
further diversifies Jazz's revenues.

High Near-Term Leverage: Following the combination with GW
Pharmaceuticals, Jazz's leverage is expected to peak in fiscal 2021
on a pro forma basis in the range of 5.5x-6.0x - gross debt to
EBITDA and with pro forma FCF to debt between 5%-10%. Thereafter,
if the company applies substantially all of its FCF to debt
reduction over fiscal years 2021 through 2023, Fitch believes debt
to EBITDA may decline below 3.5x. The substantially increased debt
will reduce the flexibility of the combined company to respond to
changing business and economic conditions by increasing borrowing
costs and potentially reducing or delaying investments of the
combined company.

Growth through Acquisition Strategy: Fitch anticipates that Jazz
will continue to pursue a steady level of investments in companies
or assets to build out its portfolio of products but will remain
largely focused on areas of significant unmet needs and targeted
therapeutic conditions. The acquisitions of Celator Pharmaceuticals
and GW and expenditures on IPR&D are clear indications of the
company's willingness to increase financial leverage to continue to
grow revenues and cash flows. As a result, Fitch anticipates that
financial leverage may rise and fall as the company continues to
explore and invest in adjacent therapeutic categories.

Competition for Xyrem: Xyrem is currently the top selling product
approved by the FDA and marketed in the U.S. for the treatment of
both cataplexy and excessive daytime sleepiness (EDS) in patients
with narcolepsy. Jazz is highly dependent on Xyrem, and its
financial results have been significantly influenced by sales of
Xyrem. Jazz's ability to successfully commercialize Xywav (a newly
launched low-sodium product), which will replace Xyrem, will depend
on its ability to obtain and maintain adequate coverage and
reimbursement for Xywav and acceptance of Xywav by payors,
physicians and patients.

Fitch anticipates that Xyrem and Xywav will face competition from
authorized generics and generic versions of sodium oxybate, though
Fitch expects Jazz to receive meaningful revenues on Xyrem
authorized generics. In addition, non-oxybate products intended for
the treatment of EDS or cataplexy in narcolepsy, including new
market entrants, even if not directly competitive with Xyrem or
Xywav, could have the effect of changing treatment regimens and
payor or formulary coverage of Xyrem or Xywav in favor of other
products.

Replacement of Erwinaze: Jazz faces the loss of revenue from
Erwinaze as a result of the expiration of its licensing and supply
agreement with Porton Biopharma Limited (PBL) as of Dec. 31, 2020.
Subject to successful receipt and FDA approval of final batches
from PBL, Fitch understands that Jazz expects to distribute
available Erwinaze supply through 2Q21.

If Jazz is unable to replace the Erwinaze sales, it would represent
a reduction of approximately $150 million of revenues after 2021.
Fitch understands that Jazz plans to bring a replacement product to
the market in the form of JZP-458 by the middle of 2021.

DERIVATION SUMMARY

Jazz's 'BB-' IDR reflects its leadership position in the sale and
development of products to address sleep and movement disorders and
its growing business in oncology, including hematologic
malignancies and solid tumors. In addition, the rating reflects
Jazz's significant cash flow generation and its expanding pipeline
of therapeutics. The combination with GW Pharmaceuticals adds
additional leadership in the sale of products to address
epilepsies, increases Jazz scale and will grow and diversify its
revenue and cash flow sources.

These strengths are primarily offset by the significant increase in
debt tied to the GW acquisition, increased borrowing costs and
somewhat less financial flexibility and the significant, albeit
declining, product concentration in Xyrem and other oxybate
products that are expected to produce a majority of Jazz's revenues
over the next two years. Jazz also faces patent challenges on Xyrem
that create the potential for diminished sales over the medium
term. Another key credit risk for Jazz is its leveraged growth
strategy, which may cause leverage to exceed Fitch's negative
rating sensitivities for relatively short periods.

Relative to other companies of a similar size, such as Horizon
Therapeutics, Jazz will have significantly more leverage after the
GW Pharmaceuticals acquisition. Currently, Horizon has less product
diversification compared to Jazz but the expectation is that Jazz
will be more diversified within two years following the GW
acquisition. Jazz is not exposed to the significant opioid
litigation that has troubled other companies, such as Endo
Pharmaceuticals or Mallinckrodt Pharmaceuticals.

KEY ASSUMPTIONS

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

-- A revenue growth rate on a combined basis of approximately 12%
    over the forecast period of 2021-2024, with growth driven
    primarily from increased sales of Epidiolex, Xywav, Sunosi and
    Zepzelca.

-- Gross margins and EBITDA margins of approximately 92%-94% and
    35%-42% across the forecast period, respectively. EBITDA
    margins are subject to some variation based on the level of
    new product launch expenses and R&D investment. R&D investment
    is assumed to be approximately 20%-22% over the next two
    years.

-- A cash tax rate of approximately 17% over the forecast period.

-- Working capital changes are assumed to generally be a use of
    cash of $100 million or less over the forecast period.

-- Capital expenditures, one-time costs to achieve synergies and
    milestone payments range from 3% to 5% of revenue.

-- Acquisition and share repurchase activity resume in 2023-2024
    after gross leverage reaches 3.5x; no common dividends are
    assumed to be paid.

-- A cash balance of approximately $250 million-$500 million is
    maintained until gross leverage is 3.5x or lower.

RATING SENSITIVITIES

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

-- Successful integration of the GW Pharmaceuticals acquisition,
    as evidenced by strong revenue growth and expanding sales of
    Epidiolex.

-- Successful product launches for Xywav for idiopathic
    hypersomnia (JZP-258) and "new" Erwinaze (JZP-458), along with
    a continued solid uptake of recent product launches for
    Zepzelca, Xywav and Sunosi.

-- Diversifying revenue sources such that oxybate products (Xyrem
    and Xywav) contribute less than 50% of total sales.

-- Total debt to EBITDA sustained below 3.5x and CFO-capex to
    total debt with equity credit greater than 10%.

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

-- Continued product concentration in oxybate products,
    particularly Xyrem.

-- A material loss of Xyrem product sales because of a successful
    "at risk" launch of a competing generic, coupled with slower
    revenue growth of Epidiolex, Xywav, Zepzelca, Sunosi and "new"
    Erwinaze.

-- A large debt-funded transaction or significant investments in
    IPR&D that cause total debt to EBITDA to be sustained at or
    above 4.5x.

-- CFO-capex to total debt with equity credit at less than 5%.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Good, Steady Source of Liquidity: Jazz is expected to have good
liquidity to support debt service and potential investments in its
business to fortify its long-term growth strategy. The company was
able to manage liquidity challenges effectively during the peak of
the coronavirus pandemic with the use of its revolving credit
facility. Following the close of the GW Pharmaceuticals
acquisition, Jazz's primary sources of liquidity are expected to be
CFO; a five-year, $500 million revolving credit facility; and an
expectation of approximately $250 million-$500 million in cash over
the near term. Fitch believes Jazz will have sufficient resources
to fund operations and meet required obligations.

Manageable Maturities of Long-Term Debt: After the completion of
the GW Pharmaceuticals acquisition, Jazz is expected to add
approximately $5.3 billion of new debt but will repay an existing
term loan A for $584 million at the closing and another $219
million in exchangeable unsecured notes (due in August 2021).
Required principal payments on the new debt are expected to be
modest compared to FCF. As a result, Fitch believes Jazz will have
significant flexibility to pay down its new term loan B rapidly.
Fitch understands that Jazz has a target leverage ratio of less
than 3.5x on a net basis. Based on the Fitch forecast of FCF for
the combined company, that leverage ratio appears to be attainable
in two to three years following the combination.

Hybrid Instruments: Fitch has treated the three exchangeable notes
as 100% debt in its ratio calculations. According to Fitch's
Corporate Hybrid and Rating Criteria, optional convertibles
(whether the option is with the issuer, instrument holder or both)
will be treated as debt in all cases, unless the instrument has
other features as described in the criteria report and which are
conducive to equity credit. This is not the case for the three
exchangeable notes because they have stated maturities and required
interest payments with no deferral features.

SUMMARY OF FINANCIAL ADJUSTMENTS

Adjustments have been made to add back impairment losses to EBITDA.

LAURELIN 2016-1: Fitch Affirms Final B- Rating on Class F-R Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Laurelin 2016-1 DAC refinancing notes
final ratings.

Laurelin 2016-1 DAC

       DEBT                  RATING             PRIOR
       ----                  ------             -----
A-R-R XS2325721913    LT  AAAsf   New Rating   AAA(EXP)sf
B-1-R XS1848758295    LT  AAsf    Affirmed     AAsf
B-2-R-R XS2325722564  LT  AAsf    New Rating   AA(EXP)sf
C-R XS1848759426      LT  Asf     Affirmed     Asf
D-R XS1848760861      LT  BBB-sf  Affirmed     BBB-sf
E-R XS1848761240      LT  BB-sf   Affirmed     BB-sf
F-R XS1848761596      LT  B-sf    Affirmed     B-sf

TRANSACTION SUMMARY

This transaction is a cash flow collateralised loan obligation
(CLO) actively managed by GoldenTree Loan Management, LP. The
reinvestment period is scheduled to end in April 2023. On the
refinancing closing date, the class A-R and B-2-R have been
refinanced at lower spreads while the rest of the notes have not
been refinanced.

KEY RATING DRIVERS

Average Portfolio Credit Quality: Fitch assesses the average credit
quality of obligors to be in the 'B'/'B-'' category. The Fitch
weighted average rating factor (WARF) of the current portfolio is
34.8.

Recovery Consistent with Criteria: Around 97.7% of the portfolio
comprises senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate (WARR) of the portfolio is 64.56% based on Fitch's current
criteria.

The recovery rate provision has been updated to reflect the latest
rating criteria so that assets without a recovery estimate or
recovery rate by Fitch can map to the same recovery rate as the
criteria.

Diversified Portfolio: The indicative 10 largest obligors limit at
16.13%. The transaction also includes various concentration limits,
including the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

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

WAL Extended: The weighted average life (WAL) covenant has been
extended by nine months to 6.75 years. The matrix is updated based
on a default rate shortfall of 0.96% to 4.99% across the capital
structure. All ratings are supported by the comfortable default
cushion based on both the current portfolio and the coronavirus
baseline scenario which are used for Fitch's surveillance.

Affirmation of Exisiting Notes: The notes that were not refinanced
have been affirmed with Stable Outlooks, reflecting the
transaction's stable performance. The transaction is slightly below
par by 1.47% with no defaulted assets. The coverage tests, Fitch
collateral quality tests and portfolio profile tests are passing.

Deviation from Model-implied Rating: The classes of notes rated
'BBB-sf' and below are one notch higher than the model-implied
rating. The ratings across the capital structure are supported by
the stable performance of the portfolio, as well as the significant
default cushion. All the notes pass the assigned ratings based on
the identified portfolio and the coronavirus baseline sensitivity
analysis that is used for surveillance.

RATING SENSITIVITIES

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

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

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

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

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

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

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

Coronavirus Baseline Scenario

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

Coronavirus Downside Scenario

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Laurelin 2016-1 DAC

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

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

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

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

OCP EURO 2019-3: S&P Assigns B- (sf) Rating on Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned credit ratings to OCP EURO CLO 2019-3
DAC's class X, A, B-1, B-2, C, D, E, and F notes. The issuer also
issued an additional EUR3.392 million subordinated notes to bring
the total to EUR41.292.

The transaction is a reset of the existing OCP EURO CLO 2019-3
transaction, which originally closed in May 2019. The issuance
proceeds of the refinancing notes were used to redeem the
refinanced notes (class A, B-1, B-2, C, D, E, and F notes) and pay
fees and expenses incurred in connection with the reset.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio Benchmarks
                                                    CURRENT
  S&P weighted-average rating factor               2,630.60
  Default rate dispersion                            665.31
  Weighted-average life (years)                        4.54
  Obligor diversity measure                           99.23
  Industry diversity measure                          20.77
  Regional diversity measure                           1.31

  Transaction Key Metrics
                                                    CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                      B
  'CCC' category rated assets (%)                      2.90
  Covenanted 'AAA' weighted-average recovery (%)      36.75
  Covenanted weighted-average spread (%)               3.40
  Covenanted weighted-average coupon (%)               4.00

Workout obligations

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

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

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

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

-- Following the purchase of a workout obligation, all coverage
tests would be satisfied on the next payment date.

The use of principal proceeds is subject to:

-- Passing par coverage tests;

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

-- The workout obligation has a par value greater than or equal to
its purchase price.

Workout obligations that have limited deviation from the
eligibility criteria will receive collateral value credit in the
principal balance definition and for overcollateralization carrying
value purposes. Workout obligations that do not meet this version
of the eligibility criteria will receive zero credit. To protect
the transaction from par erosion the proceeds of any loss
mitigation obligation purchased using principal proceeds will be
returned to the principal account. In addition, when determining
how to apply proceeds from loss mitigation obligations purchased
with interest or supplemental reserve amounts, the transaction will
ensure that at a minimum, the obligation's
overcollateralization-carrying value is credited to the principal
account. The amounts above the carrying value can be
recharacterized as interest at the manager's discretion.

In this transaction, if a loss mitigation obligation that was
originally purchased with interest subsequently becomes an eligible
CDO, the manager can designate it as such and transfer out of the
principal account into the interest account the market value of the
asset. S&P considered the alignment of interests for this
re-designation and considered, for example, that the manager is
required to have built sufficient excess par in the transaction so
that the aggregate collateral balance is equal to or exceeds the
portfolio's reinvestment target par balance after such transfer and
that the market value of the eligible CDO cannot be self-marked by
the manager, among other factors.

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

Rating rationale

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

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

S&P said, "In our cash flow analysis, we used the EUR425 million
target par amount, the covenanted weighted-average spread (3.40%),
the reference weighted-average coupon (4.00%), and actual
weighted-average recovery rates at each rating level based on the
portfolio provided. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

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

"Until the end of the reinvestment period on July 20, 2025, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class X
to F notes. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B-1, B-2, C, D, E, and F
notes could withstand stresses commensurate with higher ratings
than those we have assigned. However, as the CLO will be in its
reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the notes.

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

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

-- Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. Accordingly, since there are no
material differences compared to our ESG benchmark for the sector,
no specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and is managed by Onex Credit Partners
LLC.

  Ratings List

  CLASS   RATING       AMOUNT    INTEREST RATE (%)   CREDIT     
                    (MIL. EUR)                     ENHANCEMENT (%)

  X       AAA (sf)      2.400      3mE + 0.30        N/A
  A       AAA (sf)    266.000      3mE + 0.82       37.41
  B-1     AA (sf)      26.400      3mE + 1.60       28.85
  B-2     AA (sf)      10.000            1.87       28.85
  C       A (sf)       25.100      3mE + 2.30       22.94
  D       BBB- (sf)    32.000      3mE + 3.30       15.41
  E       BB- (sf)     24.500      3mE + 6.02        9.65
  F       B- (sf)      11.250      3mE + 8.59        7.00
  Sub     NR           41.292             N/A         N/A

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




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

HERENS MIDCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Luxembourg-based parent company Herens Midco Sarl,
and its preliminary 'B' issue rating to the proposed senior secured
debt.

The stable outlook indicates that S&P expects LSI to generate
positive free operating cash flow of CHF115 million-CHF135 million
in 2022, notwithstanding elevated S&P Global Ratings-adjusted debt
to EBITDA of 7.3x-7.5x in 2022, a decrease from about 8.0x-8.2x in
2021.

Lonza Specialty Ingredients' (LSI's) credit quality reflects the
company's strong position, broad portfolio of formulations, and
exposure to diverse consumer and industrial end markets. LSI has
leading market positions and a wide range of products within the
microbial control solutions segment, which represent 65% of 2020
revenue on a stand-alone basis. This segment focuses on products in
the areas of hygiene, home and personal care, paints and coatings,
and wood protection globally. The specialty chemical services
segment (35% of 2020 revenue) has strong positions in several
areas, providing composite materials and processing additives for
high-performance industries, chemicals, and intermediates, as well
as custom development and manufacturing. Having said that, LSI has
a moderate revenue base, with sales of CHF1.7 billion in 2020 and a
narrow focus on selected product applications. This is in
comparison to larger specialty chemical players such as Nouryon
Holding B.V., Lanxess AG, Clariant AG, or Akzo Nobel N.V., which
have integration in different value chains.

S&P said, "We believe that LSI will demonstrate resilient and
strong growth prospects thanks to the sound organic growth
prospects of microbial control solutions, but also the product
innovations that will allow the company to gain market share. LSI
demonstrated a resilient operating performance in 2020, with
revenue up 4.0% from 2019 on a constant currency basis. The company
improved its leading positions in certain areas, notably hygiene,
paints and coatings, and wood protection. We forecast revenue
growth of 4.0%-4.5% per year over the next two years, as we
anticipate continued strong demand for LSI's products across all
its business lines. This is supported by sound organic growth
prospects, exposure to a wide array of end markets, but also LSI's
strong technical and regulatory expertise. This partly offsets what
in our view is the potential cyclicality of certain commoditized
products, particularly in performance intermediates and chemicals
such as vitamin B3 and acetic anhydride."

LSI has a diversified geographical presence, slightly offset by a
degree of customer concentration and reliance on its Visp site in
Switzerland. Sales are well diversified geographically, with about
39% of 2020 revenue generated in Europe, India, the Middle East,
and Africa, 40% in the Americas (including the U.S.), and 21% in
Asia-Pacific. Despite having 18 manufacturing facilities globally,
we believe that concentration by production site constrains
diversity, with the Visp site in Switzerland generating about 30%
of LSI's total sales. LSI also has a degree of customer
concentration, with the three largest customers representing 22% of
revenue in 2019. However, this is mitigated by a track record of
multi-decade relationships with the more than 5,300 clients LSI
serves and long-term supply agreements.

S&P said, "We expect LSI's S&P Global Ratings-adjusted EBITDA
margin to trend toward 23% by 2023 from 19% as of 2020. This
reflects our estimate of adjusted EBITDA of CHF320 million in 2020,
before the implementation of the new stand-alone operating model.
We forecast a large uplift to profitability from 2021, as LSI aims
to increase the share of specialty products in the sales mix
through a strategic shift toward higher-margin microbial control
solutions and the exploitation of attractive niche areas in
specialty chemical services. Our base-case adjusted EBITDA margin
and related credit metrics also incorporate a gradual realization
of the proposed cost-saving that will result from LSI operating as
a stand-alone entity.

"In our view, sizable opportunities for margin expansion are
supported by the sponsors' previous experience with similar
investments. The management team will focus on the continuation of
ongoing programs aimed at simplifying internal processes, improving
procurement terms, and optimizing manufacturing. Management
anticipates that improvements in productivity will contribute to
meaningful EBITDA margin increase in the next years.
Notwithstanding the execution risks related to the carve-out, we
view a significant portion of these initiatives as being within
management's control and likely to be achieved within the first 24
months. Additionally, we believe that the two private equity
sponsors have a track record of managing carve-outs, optimizing
operations, and streamlining working capital.

"LSI's high debt underpins our highly leveraged financial risk
assessment, but we anticipate that it will generate strong positive
free operating cash flow (FOCF). The carve-out and acquisition of
LSI are due to take place in the second half of 2021. Pro forma the
proposed transaction, LSI's S&P Global Ratings-adjusted debt will
be about CHF2.8 billion, leading to elevated adjusted debt to
EBITDA of about 8.0x-8.2x in 2021. We expect leverage to decrease
to 7.3x-7.5x in 2022, alongside FOCF of CHF115 million-CHF135
million.

"The final ratings will depend on our receipt and satisfactory
review of all final documentation and final terms of the
transaction. The preliminary ratings should therefore not be
construed as evidence of the final ratings. If we do not receive
the final documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms we have reviewed, we reserve the right to
withdraw or revise the ratings. Potential changes include, but are
not limited to, changes in the acquisition's scope, utilization of
the proceeds, the maturity, size, and conditions of the facilities,
financial and other covenants, security, and ranking.

"The stable outlook indicates that we expect LSI to generate
positive FOCF of CHF115 million-CHF135 million in 2022,
notwithstanding elevated adjusted debt to EBITDA of 7.3x-7.5x in
2022, a decrease from about 8.0x-8.2x in 2021.

"We could lower the rating if LSI failed to achieve adjusted EBITDA
of about CHF345 million–CHF355 million in 2021 and CHF375
million–CHF385 million in 2022, for example due to the slower
realization than we anticipate of cost and working-capital
efficiencies, higher carve-out costs, or pressure from raw material
prices and softer demand. This could result in LSI generating FOCF
of less than CHF50 million and sustaining higher adjusted leverage
than the 7.0x-7.5x that we consider as commensurate with the
rating." Rating pressure could also stem from the private equity
sponsors' adoption of an aggressive financial policy, resulting,
for example, in debt-funded acquisitions or shareholder
distributions.

Rating upside is remote because of LSI's leverage and the lack of a
strong and explicit commitment from the private equity sponsors to
maintain adjusted debt to EBITDA below 5.0x.


KIWI VFS: S&P Affirms 'B-' ICR on Improving Liquidity, Outlook Neg.
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Visa Processing Company Kiwi VFS SUB 1 S.a.r.l. and its 'B-'
issue rating on the group's debt.

The negative outlook reflects that S&P could lower the rating if
VFS' recovery is slower than expected in 2021, causing its revenue,
EBITDA, and cash flow to underperform our base case such that we
view its capital structure as unsustainable.

VFS is issuing a Swiss franc (CHF) 83 million-equivalent (EUR75
million) add-on to its existing CHF836 million term loan B (TLB).
The proceeds will be used to repay outstanding debt under the
revolver and fund cash on the balance sheet.

Liquidity should remain stable over the coming 12 months but relies
on rebounding visa applications. S&P has revised its liquidity
assessment on VFS to adequate from less than adequate. This
position is supported by a cash balance of CHF124 million as of
March 31, 2021 and an undrawn RCF of about CHF37 million. In
addition, VFS' proposed issuance of a CHF83 million add-on to its
existing TLB should further strengthen its liquidity position. On
the transaction close, we expect CHF66.7 million RCF to remain
undrawn as proceeds from the add-on will be used to repay amount
drawn under the RCF. S&P expects VFS to maintain adequate headroom
under the minimum liquidity covenant of CHF40 million over the next
12 months. Our liquidity assessment is highly sensitive to the
improvement in visa applications in 2021. This is partly mitigated
by VFS' ongoing cost reduction initiatives, flexible cost
structure, and ability to scale back capital expenditure (capex).

S&P said, "We continue to expect high leverage in 2021 as demand
for VFS' visa services remains stunted by the pandemic. Despite our
expectation of gradual recovery, volumes for 2021 continue to be
pressured and significantly below 2019 levels. VFS is taking
measures to reduce costs and increase service fees and capital
investments, but we believe debt to EBITDA will remain elevated at
18x in 2021 and VFS will continue to burn cash, with negative free
operating cash flow (FOCF) of CHF9 million in 2021. We expect debt
to EBITDA to stabilize only in 2022 to about 7x."

Once travel demand recovers, VFS may benefit from its strong market
position, but significant downside risks remain. The long-term
effect of the COVID-19 pandemic on visa applications is uncertain,
and a recession could impair VFS' ability to restore its credit
metrics and liquidity in 2021 after a severe near-term shock. The
majority of VFS' visa applications are linked to air travel (about
90% in 2019 and 76% in 2020), while the balance largely relates to
land travel (Commonwealth of Independent States to EU), passport,
and other consular services. New waves of rapidly rising COVID-19
case numbers are causing renewed travel restrictions in some
regions, and S&P now expects the recovery of global air traffic to
be slower than we previously foresaw. Even though inoculation
programs against COVID-19 are being rolled out across many
countries, widespread availability and acceptance, important for
restoring air travel demand, may drag on.

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

The negative outlook reflects that S&P could lower the rating if
VFS' recovery is slower than expected in 2021, causing its revenue,
EBITDA, and cash flow to underperform our base case such that it
cannot sustain its capital structure.

S&P could lower its rating if:

-- VFS' liquidity position deteriorates; or

-- Adjusted debt to EBITDA remains elevated at the current level,
leading us to regard the capital structure as unsustainable.

This could happen if S&P anticipates slower-than-expected recovery
in visa volumes in 2021. S&P will continue to monitor the efforts
to contain the virus and assess how the pandemic might alter or
weaken visa applications over the next several months.

S&P could revise its outlook on VFS to stable once:

-- It has more certainty on when normal travel activity will
resume; and

-- S&P is increasingly confident that visa volumes and free cash
flow generation will normalize in the near term.




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

VODAFONEZIGGO GROUP: Fitch Affirms 'B+' LT IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed VodafoneZiggo Group B.V.'s (VZ)
Long-Term Issuer Default Rating (IDR) at 'B+'. Fitch has also
affirmed the group's senior secured debt at 'BB'/'RR2', vendor
financing notes at 'B-'/'RR6' and senior notes at 'B-'/'RR6'. The
Outlook on the IDR is Stable.

The ratings of VZ are held back by its high leverage due to
expected continuing high shareholder distributions. Despite its
organic deleveraging capacity, a shareholder-friendly financial
policy is likely to keep leverage high. Fitch expects funds from
operations (FFO) net leverage to remain above its upgrade threshold
of 5.2x.

The ratings also take into account its solid operating profile,
reflecting a strong convergent position in the Dutch telecoms
market. Convergence is proving important for the market with both
VZ and the incumbent operator reporting increasing convergent
penetration. The company consistently generates healthy cash flows,
as reflected in low double-digit (pre-shareholder payment) free
cash flow (FCF) margins.

KEY RATING DRIVERS

Fixed Market Leading Position: The Dutch telecoms market is
reasonably competitive with three major operators. VZ exhibits
strong positions in pay-TV and broadband, due to its ongoing cable
network upgrade and fixed-mobile convergent strategy. It enjoys a
50%-55% market share in pay-TV and about a 45% market share in
broadband by subscribers. Despite its number-three position in the
mobile market, VZ holds a solid revenue share estimated at 29% at
end-2020. Fitch estimates the Dutch telecoms market was in a
single-digit yoy decline for most of 2020, as approximated by
service revenues of the three largest operators. VZ's revenue share
among the three operators increased to 36% in 4Q20 from 34.6% in
1Q19.

Competitive Telecoms Market: The Dutch telecoms market is highly
competitive. Royal KPN N.V. (BBB/Stable) in particular has invested
heavily in fibre and its premium brand. T-Mobile and Tele2 grew
their customer base strongly since the merger with both broadband
and mobile market share (by subscribers) increasing about 1.5%
since 1Q19. The market consolidation to three operators led to some
rationalisation in pricing, especially in consumer mobile. The B2B
mobile market remained under pressure in 2020 due to pricing
pressure in large corporates and lower roaming revenues due to
travel restrictions. VZ's B2B mobile revenue fell 7.8% in 2020.
Fitch expects decline in this segment to moderate in next two to
three years, supported by resumption of roaming revenues and 5G
upgrades.

Infrastructure Competition: VZ has upgraded three million
households to DOCSIS 3.1 technology enabling 1Gpbs speed offering
in 2020, representing 41% of its total homes passed of 7.3 million.
The company expects to increase coverage to 80% by end-2021 and
reach nationwide coverage by early 2022. Fitch believes the fast
upgrade to 1Gbps connections provides VZ with a speed advantage in
areas that lack of fibre coverage, which should help the company to
protect its broadband customer base in the next two to three
years.

However, major competitor KPN, the incumbent, has announced an
accelerated fiber rollout to achieve above 50% fibre-to-the-home
(FTTH) coverage in Netherlands by end-2023, versus 34% at end-2020.
It also launched a fibre JV to further accelerate rollout in rural
areas. T-Mobile also teamed up with KKR aiming to deploy a
wholesale FTTH network covering 1 million homes. The speed up of
FTTH deployment by operators could lead to intensifying competition
on market share and pricing.

Cost Discipline Supports Margin: VZ reported EBITDA growth of 6%
and margin expansion of 1.6pp in 2020, on moderate revenue growth
and stringent cost control. Margin improvement is also supported by
run-rate cost savings of EUR214 million realised since the
formation of the JV between Vodafone and Ziggo in 2016, higher than
the target of EUR200 million. The outcome shows management's
ability of merging businesses and improving efficiencies. Fitch
expects VZ to operate on an efficient cost base and maintain its
EBITDA margin.

Strengthened Convergence Position: Fitch views the Netherlands as
an evolved convergent market with both KPN and VZ reporting good
traction for the take-up of fixed-mobile services. VZ has been
successful in increasing its converged penetration rate in the past
two years, driven by its competitive bandwidth capability and TV
offering. It reported 43% of broadband accesses had converged
services at end-2020, from 32% at end-2018, at a level much closer
to KPN's penetration rate of 50%. The increasing convergence is
important for the company to protect its solid broadband customer
base and to grow average revenue per user (ARPU; increased 4% in
2020).

Comfortable Leverage Profile: VZ's FFO net leverage was 5.5x at
end-2020, supported by strong EBITDA growth and efficiently managed
interest expenses. VZ continues to deliver strong cash flow with a
low double-digit (pre-shareholder payment) FCF margin. Fitch
expects modest capex (excl. spectrum costs) of about 20% of revenue
to help maintain its FCF margin. VZ's spectrum costs are funded by
shareholder loans. Fitch's rating case forecasts FFO net leverage
to reach 5.3x by 2022, within Fitch's downgrade threshold of 6.0x
with sufficient headroom. This assumes shareholder distributions at
the high end of management's guidance.

Cable Wholesale Regulation Lifted: Dutch competition authority
ACM's wholesale broadband regulation on VZ was overturned by the
Dutch court in March 2020. Consequently, VZ is no longer required
to open its cable network to third-party operators and should it
provide wholesale access, the price is not regulated. While it is
possible that regulation may be re-imposed, Fitch considers it less
likely in the near term. Given the fibre-rollout acceleration in
the Netherlands by VZ's competitors, wholesale regulation on the
cable network might be less of a focus for regulators.

DERIVATION SUMMARY

VZ's ratings are supported by a solid operating profile, backed by
a strong convergent position and an eventual easing in competitive
conditions, with the latter helped by a four-to-three operator
consolidation of the mobile market.

The cable business returned to growth since 2019, especially in the
consumer segment. Its mobile operations remain under pressure but
are starting to see recovery in consumer mobile. VZ's closest
peers, operationally - Virgin Media Inc. and Telenet N.V. (both
BB-/Stable) - offer similar characteristics in business and market
potential, but deliver better financial metrics, especially
leverage. VZ's forecast FFO net leverage of 5.3x by 2022 places the
company more firmly at the 'B+' rating with sufficient headroom. VZ
has the scale and operational potential to support a rating of
'BB-'. Fitch nonetheless expects cash returns to shareholders at
the high end of management's guidance and that leverage will remain
in line with a 'B+' rating.

KEY ASSUMPTIONS

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

-- Revenue to grow 1%-2% in 2021-2024;

-- Fitch-defined EBITDA margin (before IFRS16 impact) stable at
    around 47% over the next four years;

-- Capex at around 21% of sales (excluding spectrum payments) in
    2021-2024, including EUR55 million capex-related shareholder
    recharges;

-- Spectrum payments fully funded by shareholders;

-- Shareholder payments of EUR600 million-EUR700 million per year
    in 2021-2024.

KEY RECOVERY RATING ASSUMPTIONS

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

-- A 10% administrative claim;

-- Fitch's GC EBITDA estimate of EUR1.4 billion reflects Fitch's
    view of a sustainable, post-reorganisation EBITDA level upon
    which Fitch bases the valuation of the company;

-- Fitch's GC EBITDA estimate is 26% below the 2020 Fitch-defined
    EBITDA;

-- An enterprise value (EV) multiple of 6x is used to calculate a
    post-reorganisation valuation and reflects a distressed
    multiple;

-- Fitch estimates the total amount of debt claims at EUR11.7
    billion, which includes full drawings on an available
    revolving credit facility (RCF) of EUR800 million. Fitch's
    recovery analysis indicates a 85% recovery percentage for the
    senior secured debt, with an instrument and recovery rating of
    'BB'/RR2. The vendor financing and senior unsecured debt have
    0% recovery and an instrument and recovery rating of 'B-'/RR6.

RATING SENSITIVITIES

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

-- Strong and stable FCF generation together with a more
    conservative financial policy resulting in FFO net leverage
    sustainably below 5.2x (5.5x at end-2020);

-- Cash flow from operations (CFO) less capex/gross debt
    consistently above 5%.

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

-- FFO net leverage sustainably above 6.0x;

-- Further intensification of competitive pressures leading to
    deterioration in operational performance.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Sound Liquidity: At end-2020 VZ reported a cash balance of EUR301
million and a fully undrawn RCF of EUR800 million due 2026. In
addition, the business generates strong pre-dividend FCF of around
EUR440 million - EUR550 million each year. Fitch expects VZ to keep
its cash at low levels, as the JV shareholders have a record of
upstreaming excess cash to their parents.

Its short-term maturity in 2021 is vendor financing, which is
usually due within one year. Fitch expects this amount to be rolled
over under VZ's recurring vendor financing arrangement. Vendor
financing is not included in covenant leverage but is included in
all Fitch-defined metrics.

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
=========

INVICTUS MEDIA: Fitch Places 'CCC+' IDR on Watch Negative
---------------------------------------------------------
Fitch Ratings has placed Invictus Media S.A.U.'s (Imagina) 'CCC+'
Issuer Default Rating and senior secured second lien instrument
ratings on Rating Watch Negative.

The RWN reflects Fitch's view that liquidity could fall below the
EUR60 million minimum liquidity covenant during 2021. The payments
required under Imagina's legal settlement in France and the assumed
unwinding of positive working capital cash flows in the first half
of the year are expected to leave limited headroom under the
covenant during 2021. Fitch expects to resolve the RWN in the next
few months once Fitch has more clarity around Imagina's FCF
generation in 2021 and its sources of liquidity.

The gradual easing of lockdowns in 2021 should accelerate revenue
growth from 2Q as football stadiums are reopened along with bars
and restaurants showing the matches. The significant growth in
subscribers across the world's largest over-the-top (OTT) platforms
in 2020 should also increase global content budgets and demand for
Imagina's content business.

KEY RATING DRIVERS

Limited Liquidity Headroom: Liquidity in the nine months to
September 2020 was supported by EUR93 million working capital
cashflows, which Fitch believes were driven by temporary payment
timing differences that will reverse. Liquidity at September 2020
was reasonably strong at EUR228 million and comfortably above the
EUR60 million minimum liquidity covenant agreed in June 2020. In
Fitch's view, cash flow will be negative in 4Q20 and 1H21, largely
driven by the expected reversal of working capital inflows and the
EUR120 million (including VAT) payments due on the settlement with
the Ligue de Football Professionnel (LFP) in France.

Fitch expects Imagina to pay its EUR25 million scheduled repayment
on the amortising portion of its term loans in 2Q21 and incur
restructuring costs associated with the winding down of the
Telefoot channel in France. With EBITDA growth in 1H21 likely to be
constrained by lockdowns, Fitch expects that by June 2021 liquidity
headroom relative to its covenant will be significantly reduced.

Ligue 1 Dispute Resolved: Cash flow visibility in the French
business was limited after difficult negotiations with broadcasters
and missed instalments of Ligue 1 rights payments in 2020. This
uncertainty was reflected in the downgrade to 'CCC+' in October
2020. Imagina had agreed to pay EUR780 million per season to
acquire the rights and with largely unsuccessful broadcaster
negotiations at October 2020, the scale of potential losses was
high. Fitch thinks greater cash flow visibility is positive but
expect the LFP settlement and restructuring costs to significantly
reduce free cash flow (FCF) in 2020 and 2021.

Pandemic Uncertainty Remains: Football leagues across Europe have
found a model that allows leagues to be played through the
pandemic. Where matches are played Imagina can still provide a
service, but revenue is reduced where matches are postponed. Sports
Rights (excluding Other and France) and Audiovisual EBITDA in the
nine months to September 2020 declined by 54% and 18%,
respectively, reflecting the impacts of delayed league matches and
postponed tournaments. The speed at which vaccines can be rolled
out across Europe and their longer-term efficacy at combating new
and infectious strains remains unclear, meaning further lockdowns
and match delays are possible.

Elevated Sports Rights Risks: The dispute with the LFP in France
highlights the execution risks in acquiring sports rights. Where
Imagina acquires rights by outbidding national broadcasters without
its own subscriber base, it risks not being able to monetise the
rights. Covid-19 elevated this risk due to the disruption in the
schedule of matches played. In Fitch's view, a decline in the
proportion of EBITDA from exclusive rights deals improves Imagina's
operating profile. The possibility of a loss on acquired rights and
the risk that they are not renewed at the next auction make these
deals a more volatile income stream than the company's other
segments.

Global Demand for Content: Netflix, Inc. reported an increase in
global paid subscribers of 37 million or 22% over the year to
December 2020. This followed a year where households were forced to
spend months indoors and demand for content intensified. Fitch
believes competition for subscribers across the largest OTT
platforms should lead to continued demand for content spending,
which should be a good growth driver for Imagina's content
production business.

DERIVATION SUMMARY

Fitch assesses Imagina in the context of Fitch's Ratings Navigator
for diversified media companies and by benchmarking it against
Fitch-rated selected rights-management and content-producing peers,
none of which Fitch considers as a complete comparator given
Imagina's fully integrated business model.

Imagina's operating profile is less robust than that of Pinewood
Group Limited (BBB-/Stable). The 'CCC+' rating reflects Imagina's
volatile and uncertain cash flow generation, which risks
non-compliance with minimum liquidity covenants and a leverage peak
due to the impact of the pandemic. The length and extent of the
coronavirus impact on 2020 and 2021 is also uncertain at this
stage.

Imagina has a strong competitive position, stronger regional rather
than global sector relevance but this is offset by high dependence
on key accounts (in particular the International La Liga contract),
a lower FCF base in 2020 relative to peers as a result of
coronavirus and the LFP settlements payable in France. This places
Imagina in a weaker position than Banijay Group SAS's (B/Negative)
unleveraged credit quality.

KEY ASSUMPTIONS

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

-- Revenue to decline by 42% in the year to 31 December 2020
    (FY20) driven by Covid-19 match disruptions. Revenue to
    increase in 2021 by around 21% as global lockdowns are lifted
    and all matches are assumed to be played with a TV audience in
    the first half and live attendance in the second half of the
    year.

-- Fitch-defined EBITDA margin (after deducting lease expenses
    and excluding the LFP settlement) to decline to just under 3%
    in FY20, thereafter expected to increase up to 14% in FY21.

-- Capex to sales of around 5-6% each year 2020 to 2022.

-- Working capital inflow of around 8% of revenue in FY20
    followed by an outflow in FY21 of around 7% of revenue.

-- Available liquidity resources fully drawn throughout FY20.

Key Recovery Assumptions

-- Fitch uses a going-concern approach for Imagina in our
    recovery analysis, assuming that the company would be
    considered a going-concern in the event of a bankruptcy rather
    than be liquidated;

-- A 10% administrative claim;

-- Post-restructuring going-concern EBITDA estimated at EUR122
    million, which is roughly 42% below 2019 Fitch-defined EBITDA;

-- Fitch uses an enterprise value (EV) multiple of 4.5x to
    calculate a post-restructuring valuation.

These assumptions result in a recovery rate for the senior secured
instrument rating within the 'RR3' range and a recovery rate for
the second-lien instrument rating within the 'RR6' range, resulting
in a one-notch uplift and two-notch reduction of the respective
instruments from the IDR.

RATING SENSITIVITIES

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

-- Sufficiently improved liquidity to weather the impact of the
    coronavirus pandemic with available liquidity maintained
    comfortably above EUR100 million.

-- Credible plan to reduce leverage in the short to medium term,
    leading to funds from operations gross leverage trending
    sustainably below 7x.

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

-- Insufficient liquidity to cover funding requirements over the
    next 12 to 24 months or available liquidity falling below the
    minimum liquidity covenant of EUR60 million.

-- The announcement that a restructuring firm has been hired to
    restructure the company's debt.

-- Prolonged negative FCF.

ESG Commentary

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

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity Under Pressure: At end-3Q20 Imagina had EUR228 million in
cash and equivalents and EUR2 million of undrawn credit facilities.
The sufficiency of the company's cash position over the next six
months to remain in compliance with the EUR60 million minimum
liquidity covenants is sensitive to further Covid-19 related
football match delays or cancellations and higher than expected
working capital outflows in 2021. Thereafter Fitch expects modest
EBITDA growth and a return to positive FCF generation from 2022.

TELEFONICA SA: Egan-Jones Keeps BB- Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on March 29, 2021, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Telefonica SA.

Headquartered in Madrid, Spain, Telefonica SA operates as a
telecommunications company.




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

ORIFLAME INVESTMENT: S&P Upgrades ICR To 'B+', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Sweden-based wellness and beauty product manufacturer Oriflame
Investment Holding PLC (Oriflame; previously known as Walnut Bidco
PLC) to 'B+' from 'B'. At the same time, S&P has assigned its issue
rating of 'B+' and recovery rating of '3' to the proposed senior
secured notes maturing in 2026.

The stable outlook reflects S&P's view that Oriflame's leverage
will be close to 4.0x in 2021 and will gradually approach 3.5x the
following year. Its base case is supported by the group's favorable
product mix and the proposed refinancing of its existing capital
structure.

Oriflame achieved a resilient operating performance in 2020, and
S&P assumes this will continue for the next two years. Oriflame
reported total sales of close to EUR1.2 billion in 2020, a decline
of about 8% year-on-year (about 2% on a local currency basis). The
group's S&P Global Ratings-adjusted EBITDA margin remained broadly
in line with previous year, mainly supported by a good pricing
environment, a higher contribution from the wellness division, and
efficiency measures in the supply chain. A prudent approach to
discretionary spending helped the group post higher cash flow
generation and maintain adjusted debt to EBITDA slightly below
4.0x.

Oriflame does not own any physical stores, and this gives it a
degree of cost flexibility over traditional retail players,
considering the significant pressures on traditional retail due to
the pandemic. Oriflame has relatively low capital expenditure
(capex) requirements of about 1% of total sales, while its
marketing expenditures are low by industry standards, mainly
because most sales occur through consultants promoting the products
on social media. S&P said, "Under our base-case scenario for 2021,
we expect lower annual cash flow generation, primarily due to
increasing capex, working capital reversals, and cash dividend
payments. However, we expect debt to EBITDA to remain in the
4.0x-3.5x range in the next 12 to 18 months."

The beauty and wellness industry has positive long-term growth
trends, mainly driven by the emerging markets, digital sales
channel, and product premiumization. Oriflame is one of the 10
largest direct sellers of beauty and wellness products globally.
Under the direct-selling business model, independent
representatives sell products to end consumers through in-person or
online channels in a nonretail environment. According to the World
Federation of Direct Selling Associations, the direct-selling
industry represented more than $180 billion of total global retail
sales in 2019, of which about 60%-65% were in the cosmetics and
wellness segment. The global cosmetics industry saw average
industry growth of about 5% per year during 2017-2019, but the
pandemic created an unprecedented amount of disruption in 2020,
causing an estimated decline of about 8%-10%. We believe that
skincare, digital sales, and emerging markets are future growth
drivers for the industry.

Oriflame is in a good position in terms of its digital
transformation, as about 98% of its orders occur online, with about
62% placed through mobile devices. Moreover, the group intends to
use new digital tools to drive growth in recruitment and reinforce
the retention of its customer base. However, S&P believes that
competition might intensify as barriers to entry are low in the
digital sales channel. Emerging markets remain an important driver
of future volume growth, in its view. Asia is more profitable than
other emerging economies, mainly thanks to a focus on more premium
products in China. Oriflame is present in four continents and more
than 60 countries, which provides good geographical
diversification. The group mainly focuses on five key countries:
Russia, China, Indonesia, Mexico, India.

Foreign currency volatility and uncertainty over country-specific
regulations continue to constrain the ratings. Given Oriflame's
exposure to emerging markets, we believe that the sharp devaluation
of some emerging-market currencies will continue to weaken its
financial results. Currency effects reduced total revenues by 6% in
2020. S&P recognizes that currency fluctuations for the rest of
2021 are uncertain, and, given our expectation of continuously weak
economic conditions, might further erode the group's reported
figures for 2021. Oriflame is mitigating currency movements through
price increases and product premiumization.

The group generates revenue in about 40 different currencies, and
thanks to natural hedging through revenue and cost currency
matching, with a policy to hedge above 50% of its earnings. S&P
said, "Moreover, we understand that Oriflame is able to partially
offset negative currency movements with selective price increases.
In addition, the group has fixed-price agreements in local
currencies with its suppliers for selected raw materials. We
understand that the group will make interest payments on the
proposed debt in euros and believe that euro-denominated interest
coverage will remain resilient and stable in the coming two years.
As such, we consider the currency risk associated with the proposed
debt to be limited. Under the proposed capital structure, the group
has the possibility to swap the U.S. dollar fixed-rate notes for
euro fixed-rate notes."

Oriflame's proposed refinancing will improve its debt maturity
profile. Oriflame is proposing to refinance its existing capital
structure with the full repayment of about EUR755 million of
financial debt maturing in 2026, including about EUR40 million of
estimated make-whole premium. The group expects to finance the
repayment with proposed $550 million fixed-rate notes, EUR250
million floating-rate notes, and about EUR100 million of cash on
the balance sheet. As part of the refinancing, the group also plans
to establish a new super senior revolving credit facility (RCF) of
EUR100 million due in 2025 that will support its liquidity.
Following the refinancing, our adjustments to Oriflame's debt will
include about EUR38 million for leases and about EUR10 million for
pension and postretirement benefit obligations. In line with S&P's
methodology, part of cash on balance sheet is not included within
its debt calculation because S&P assumes some restricted cash due
to limitations on repatriation and nonconvertible currency, for
example.

S&P said, "The stable outlook reflects our expectation that
Oriflame will continue to post adjusted EBITDA margins of about
14.0%-15.0% in the next 12-18 months and that adjusted debt to
EBITDA will remain at about 3.5x-4.0x, with EBITDA interest
coverage above 3.0x. We expect the group's performance to continue
to benefit from a more favorable product mix, its asset-light
business model, and good cost flexibility, translating into
positive cash flow generation.

"We could lower our ratings if Oriflame experienced significant
operational challenges translating into adjusted debt to EBITDA
close to 5.0x or EBITDA interest coverage below 2.0x. This could
result from a significant loss of market share in the group's core
categories, unfavorable regulatory changes, or the continuing sharp
devaluation of some of its key markets. This would lead to a
reduction in sales volume, contraction of the EBITDA margins, and a
material deterioration in cash flow conversion.

"We could raise our ratings if Oriflame achieved a sustainable
increase in its profitability, with material organic growth
translating into significantly higher cash flow generation than we
anticipate. For rating upside, we would also expect a clear track
record of a stable and favorable regulatory environment for direct
sellers in the group's core regions. Finally, we could consider an
upgrade if Oriflame's adjusted debt to EBITDA were close to 3.0x."




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

DUFRY AG: S&P Assigns 'B+' Rating to Senior Unsecured Notes
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating to the senior
unsecured notes comprising EUR725 million due 2028 and Swiss francs
(CHF) 300 million due 2026 issued by Dufry One B.V. and guaranteed
by Dufry AG (Dufry) and some of its subsidiaries.

The recovery rating on the proposed senior unsecured notes is '3',
indicating S&P's expectation of meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default. The
recovery rating reflects our understanding that Switzerland-based
travel retailer Dufry will use the proceeds of the notes to repay a
substantial part of its $700 million and EUR500 million term loans
due Nov. 3, 2022, together comprising CHF1.1 billion equivalent as
of Dec. 31, 2020.

Issue Ratings - Recovery Analysis

S&P said, "We rate the senior unsecured notes issued by Dufry One
B.V., the fully owned financial subsidiary of Dufry, at 'B+', in
line with the issuer credit rating on Dufry. The recovery rating on
the senior unsecured instruments is '3' indicating our expectation
of meaningful recovery (50%-70%; rounded estimate: 50%) in a
hypothetical default."

The rated senior unsecured notes are guaranteed by the parent,
Dufry AG, and comprise the following issues:

-- EUR725 million 3.375% due in April 2028;
-- CHF300 million 3.625% due in April 2026;
-- EUR800 million 2.5% due in October 2024; and
-- EUR750 million 2.0% due in February 2027.

The recovery rating is supported by the limited prior ranking
liabilities but constrained by the significant amount of unsecured
debt. S&P's recovery expectation for the unsecured debt is around
50%.

S&P said, "In our hypothetical default scenario, we assume negative
regulatory changes and reduced airport travel following a natural
disaster or terrorist event, combined with an economic recession in
Europe.

"We value the business as a going concern given Dufry's leading
market position in the duty-free travel retail market and its
diverse global footprint."

Simulated default assumptions

-- Year of default: 2025
-- Jurisdiction: Switzerland

Simplified waterfall

-- EBITDA at emergence: CHF490 million (S&P applies operational
adjustment reflecting significant geographic and portfolio
diversity and cost flexibility)

-- Implied enterprise value multiple: 6.0x

-- Gross enterprise value at default: CHF2.9 billion

-- Net enterprise value after administrative costs (5%): CHF2.8
billion

-- Estimated priority claims: CHF197 million

-- Estimated senior unsecured claim: CHF5.0 billion *

-- Value available for senior secured claims: CHF2.6 billion

-- Recovery rating: '3' (50%-70%; rounded estimate: 50%)

*All debt amounts include six months of prepetition interest.

Includes EUR1.3 billion RCF assumed to be drawn at 85%.




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

MUGLA METROPOLITAN: Fitch Assigns First-Time 'BB-' LT IDRs
----------------------------------------------------------
Fitch Ratings has assigned Mugla Metropolitan Municipality
Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs)
of 'BB-' with Stable Outlooks.

The ratings reflect Mugla's Standalone Credit Profile (SCP) of
'bbb', resulting from a combination of a 'Weaker' risk profile and
a 'aaa' debt sustainability assessment. The rating is capped by
that of the sovereign (BB-/Stable).

Mugla is one of the newest Turkish municipalities, receiving its
metropolitan status with Law 6360 in 2014. It is located in the
south-west of Turkey.

With GDP per capita of USD9,943, Mugla accounts for 108% of the
national average. The local economy is dominated by the services
sector, due to tourism, followed by industry (16.8%). The city also
has large mineral and mining resources and is an important marble
centre, making it one of the largest employers in the region.

Mugla has one of the lowest unemployment rates of Fitch-rated peers
at 9.2% versus Turkey's average of 13.7%. This is due to tourism
sustaining demand for hospitality work. The tourism sector
contributed about 60% to local GDP, whereas agriculture accounted
for 13.1% and the remainder comes from various sectors (9.9% local
GDP).

KEY RATING DRIVERS

Risk Profile: 'Weaker'

Fitch has assessed Mugla's risk profile at 'Weaker', reflecting a
combination of three factors assessed as 'Midrange' (expenditure
sustainability and adjustability and liabilities and liquidity
robustness) and the remaining three factors assessed as 'Weaker'
(revenue robustness and adjustability and liabilities and liquidity
flexibility), meaning that there is a high risk of decline in cash
flow due to revenue drops or expenditure hikes over the rating
case.

Revenue Robustness: 'Weaker'

Tax revenue growth has been lower than the national real GDP growth
rate. In Fitch's view, the reliance of the local economy on the
tourism-related services sector (2019: 60.1% of total GRP)
moderately exposes Mugla's tax revenue base to economic downturn.
Consequently, Fitch expects operating revenue growth to remain
subdued over the rating case.

The majority of tax revenues comes from nationally collected tax
without rate setting power, which is common among Turkish local and
regional governments (LRG). Shared tax revenues from the central
government accounted for TRY497 million or 63.0% of operating
revenue. A material proportion of revenue (TRY181 million or 23% of
total operating revenue in 2020) comes from current transfers from
the central government. The remainders come from fees, fines and
other operating revenue. As of end-2020, Mugla's total revenue
predominantly comprised operating revenue (98.7%).

Revenue Adjustability: 'Weaker'

Turkish metropolitan municipalities' ability to generate additional
tax revenue is very limited, as tax rates are set by the central
government. This significantly limits the municipality's
flexibility in adjusting taxes. At end-2020, nationally collected
tax revenues without tax setting power comprised 63.0% of Mugla's
operating revenues. Local taxes with tax rate-setting power made up
a low 1.2% of total revenue, reflecting that additional tax revenue
generation is almost zero.

The high inflexibility of tax-setting powers is compensated to some
extent by the financial equalisation transfers under the current
transfers received by the metropolitan municipalities and the
flexibility on charges and fees levied for public services. For
Mugla, this accounted for 23.0% and 13.8% of its total revenue,
respectively, in 2020.

Expenditure Sustainability: 'Midrange'

Mugla has a record of keeping opex growth broadly below that of
operating revenue, leading to expected operating margins close to
47% on average. Similar to its national peers, Mugla has mostly
moderately cyclical or moderately counter cyclical responsibilities
enabling the city to maintain expenditure growth broadly in line
with revenue growth. By law, Mugla's responsibilities are mainly
concentrated on the provision of investments in urban
infrastructures, such as water and sewerage services, solid waste
treatment, construction and maintenance and cleaning of roads that
connect neighbourhoods to metropolitan municipality districts.
Consequently, capex has been the largest single expenditure, due to
the city's moderate investment pipeline.

Expenditure Adjustability: 'Midrange'

At end-2020, the municipality's cost structure had few rigid items
with staff costs at 31.4% of operating expenditure (and below 20%
of total expenditure). Capex can be cut to mandatory items or
postponed. In line with most of its national peers, Mugla is
upgrading its infrastructure (i.e. roads). At end-2020, capex
constituted 43% of total expenditure.

Fitch expects the municipality to spend close to TRY2.0 billion on
investment projects for the next five years with a focus on major
projects such as construction of the main administrative building
of the municipality and the Bodrum solid waste regular storage
facility. Each project's investment is planned to be TRY200
million.

Liabilities and Liquidity Robustness: 'Midrange'

Mugla has a moderate issuer-specific framework for debt, liquidity
and no inherent unhedged FX risk compared with its Fitch-rated
national peers. Mugla has the lowest leverage of its Fitch-rated
peers. Total debt consists predominantly of Turkish lira
denominated loans, with FX loans accounting for only 0.4% of total
debt. However, Mugla's debt tenure profile is relatively short,
with a weighted average maturity of 1.8 years. About 80% of its
debt is maturing in 2021, significantly increasing refinancing
pressure. Fitch expects this to be mitigated by the municipality's
sound year- end cash (12.2x) and any possible credit facilities
that the municipality can sign with local banks.

Liabilities and Liquidity Flexibility: 'Weaker'

Turkish metropolitan municipalities do not benefit from emergency
liquidity support mechanisms such as Treasury facilities to
overcome any financial squeezes. Potential counterparty risk
associated with domestic liquidity providers is in the 'b'
category, which limits the factor assessment to 'Weaker'. Mugla has
good access to national lenders but access to international lenders
is still developing.

The metropolitan municipality has well-developed relationships with
local banks such as Türkiye Halk Bankasi (B/Rating Watch
Negative), Turk Ekonomi Bankasi A.S. (B+/Stable) and Iller Bankasi
(state-owned municipal bank). At end-2020 Mugla's year-end cash was
robust and covered more than 12x of its annual debt servicing.

Debt sustainability: 'aaa' category

Under Fitch's conservative rating case for 2021-2025, Fitch
projects that Mugla's debt will rise moderately to about TRY450
million and the operating balance will decrease to TRY370 million,
leading to a payback ratio (net adjusted debt to operating balance;
the primary metric of the Debt Sustainability assessment for Type B
LRGs) remaining significantly below 5x, in line with a 'aaa'
assessment.

For the secondary metrics, Fitch's rating case projects that the
actual debt service coverage ratio will deteriorate to 2.1x in 2025
from 5.6x in 2020 but will remain strong, corresponding to a 'aa'
assessment. This is supported by a strong fiscal debt burden
compared with its national peers remaining well below 50% in a
'aaa' assessment. The final debt sustainability assessment is
driven by the primary metric, and supported by the strong secondary
debt metrics leading to a 'aaa' assessment.

DERIVATION SUMMARY

A combination of three factors assessed as 'Weaker' and remaining
factors assessed as 'Midrange' result in an overall assessment of
the city's risk profile as 'Weaker', meaning there is a high risk
of the operating balance underperforming Fitch's expectations.

A 'Weaker' risk profile combined with 'aaa' debt sustainability
leads to a SCP in the 'bbb' category. With a strong debt service
coverage above 2x and the debt burden well below 50% and compared
with its peers in the same rating category, the notch-specific SCP
is positioned at 'bbb', compressed to a 'BB-' IDR due to the
sovereign IDRs.

In Fitch's assessment Fitch does not apply extraordinary support
from the upper-tier government or asymmetric risk.

KEY ASSUMPTIONS

Qualitative assumptions and assessments;

Risk Profile: 'Weaker'

Revenue Robustness: 'Weaker' Revenue Adjustability: 'Weaker'
Expenditure Sustainability: 'Midrange'

Expenditure Adjustability: 'Midrange'

Liabilities and Liquidity Robustness: 'Midrange' Liabilities and
Liquidity Flexibility: 'Weaker'

Debt sustainability: 'aaa' category

Support: N/A

Asymmetric Risk: N/A

Sovereign Cap or Floor: BB-

Quantitative assumptions - issuer-specific

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2016-2020 figures and 2021-2025 projected
ratios.

The key assumptions for the scenario include:

Base-case assumptions:

-- Annual nominal operating revenue to grow at CAGR 9.7% in 2021
    2025;

-- Annual nominal operating expenditure to grow at CAGR 15.3% in
    2021-2025 Rating-case assumption;

-- Further 1.7% stress on operating revenue, based on the
    inflation adjusted volatility analysis of the revenue
    structure of the metropolitan municipality.

Rating-case assumption

-- Further 1.7% stress on operating revenue, based on the
    inflation adjusted volatility analysis of the revenue
    structure of the metropolitan municipality;

-- Further 2.4% stress on operating expenditure, based on the
    inflation adjusted volatility analysis of the cost structure
    of the metropolitan municipality.

COMMITTEE MINUTE SUMMARY

Committee date: 07 April 2021

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

RATING SENSITIVITIES

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

-- An upgrade of Turkey's IDR would lead to an upgrade of Mugla's
    IDR, as the municipality's ratings are capped by the
    sovereign's.

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

-- A downgrade of Turkey's IDRs would lead to a downgrade of
    Mugla's IDRs.

-- A multiple notch revision of the municipality's SCP to below
    'bb-', which could be driven by a deterioration of its payback
    ratio above 5x, accompanied by a deterioration of fiscal debt
    burden above 100% on a sustained basis would lead to a
    downgrade.

BEST/WORST CASE RATING SCENARIO

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Mugla's IDRs are capped by the sovereign IDRs.

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.

PEGASUS AIRLINES: S&P Assigns Preliminary 'B' ICR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit and issue ratings to Pegasus Hava Tasimaciligi Anonim
Sirketi (Pegasus Airlines) and its proposed $500 million senior
unsecured notes.

The stable outlook reflects S&P's view that the airline's financial
metrics will remain under pressure in the next few quarters, before
they begin to gradually recover from late 2021, as air travel
demand gains momentum, and its liquidity remains adequate.

Pegasus Airlines, Turkey's leading low-cost carrier (LCC) with
passenger volumes of close to 31 million in 2019, demonstrates high
operating efficiency and industry-leading operating margins.

Pegasus Airlines' high operating efficiency and industry-leading
operating margins partly offset its small size and scope compared
with larger global airlines and leading LCCs. As an LCC, Pegasus
Airlines carried about 31 million passengers in 2019 and close to
15 million in 2020, while finishing last year with a fleet of 93
aircraft. This, combined with its significant exposure to one
country--Turkey--and small share in the international market
translates into a narrow business scope compared with the company's
closest rated airline peer, Turkish Airlines, which serves about
two times more passengers per year and has a more than three times
larger aircraft fleet. Based in its main hub Sabiha Gokcen Airport,
the second largest airport in Istanbul, Pegasus Airlines flies to
43 countries and 111 destinations. It has a short- and medium-haul
route network of which about two-third pertains to international
flights connecting to Europe (including North Cyprus), the
Commonwealth of Independent States (CIS), and Middle East and
Africa. The remaining one-third relates to domestic flights among
key cities in Turkey, such as Adana, Antalya, and Izmir. The
airline also lacks diversification into cargo flight operations and
typically highly profitable premium travel. Pegasus Airlines'
relatively small scope and the resulting low absolute pre-pandemic
S&P Global Ratings-adjusted EBITDA base of EUR576 million in 2019,
make the company more susceptible to unforeseen high-impact and
low-probability events than larger players, such as Turkish
Airlines, easyJet, and Ryanair, which generate two-to-four times
higher earnings under normal industry conditions. The rating is
further constrained by Pegasus Airlines' susceptibility to the
fundamental characteristics of the airline industry, including
economic cycles, oil-price fluctuations, high capital intensity,
and unforeseen events, including terrorism and disease outbreaks.
These constraints are partly counterbalanced by Pegasus Airlines'
leading position in Turkey, with an about 31% market share in the
domestic market in 2019. Pegasus Airlines' high operating
efficiency is underpinned by its balanced fuel hedging of at least
50% of its full-year requirements, young fleet (age of about five
years), and track record of above-industry-average load factors.
Pegasus Airlines also has a competitive cost structure and the
lowest unit cost per passenger among its peers thanks to tight cost
control and competitive labor costs. In 2019, the airline achieved
S&P Global Ratings-adjusted EBITDA margin of 33%, outperforming
margins of S&P's rated LCC peers including Southwest (20%) and
JetBlue (19%) in the U.S., as well as Ryanair (17%) and easyJet
(15%) in Europe. Pegasus Airlines is embarking on a fleet
modernization and expansion that will help to lower its unit costs
and add seat capacity.

Pegasus Airlines remained profitable during the pandemic thanks to
timely cost-containment measures and aviation's role as an
essential means of travel within Turkey, but it burnt cash and
accumulated adjusted debt. While many airlines have made
significant losses since the pandemic began in March 2020, Pegasus
Airlines remained profitable last year although our adjusted EBITDA
of EUR136 million was only about one-quarter of 2019 levels. The
airline implemented strict cost-saving measures, including payroll
support from the Turkish government's furlough scheme and unpaid
leave, payment deferral and discount negotiation with suppliers,
and deferral of nonurgent and noncritical capital expenditure
(capex). Exposure to a more resilient domestic flying (vis-a-vis
international flying) also protected earnings to some extent.
Turkey is mountainous with limited motorways and high-speed rail
connections, making flights often the most convenient and efficient
way to travel across the country. Pegasus Airlines faced a smaller
decline in domestic passenger volumes of 40%, compared to 65% in
international travel. That said adjusted EBITDA was far too low to
cover Pegasus Airlines' cash needs, including finance lease
payments and new aircraft capex (with nine A320neo and five A321neo
planes delivered last year). As a result, the airline burnt cash
and incurred new adjusted debt (on a gross basis) to finish 2020
with about EUR2.1 billion of debt from about EUR1.6 billion in
2019.

Pandemic-related lockdown measures and travel restrictions, as well
the emergence of new virus variants, continue to weigh on Pegasus
Airlines' prospects. The approval of several vaccines has created a
path to more normal social and economic activity, but complex and
slow rollouts across the EU will burden air traffic recovery, while
new variants appear more transmissible and have led to concerns
over vaccine efficacy. There remains considerable uncertainty
regarding the outlook for air travel. S&P said, "That said, we now
believe that European air passenger traffic (measured by revenue
passenger kilometers; RPK) and revenue in 2021 will be 30%-50% of
2019 levels. Our estimate for global traffic and revenue in 2021 is
unchanged at 40%-60% of 2019 levels. We maintain our expectations
for 2022 that traffic will reach 70%-80% of 2019 levels, with a
recovery to 2019 levels by 2024. This estimate incorporates our
assumptions that vaccine production will ramp up, rollouts will
gather pace, and widespread immunization across Europe and most
other developed economies will be achieved by the end of
third-quarter 2021. Since the return to service in June 2020,
Pegasus Airlines operated on average 50% of capacity compared with
the 2019 base, boosted by the swift rebound of domestic traffic.
This points to a meaningful outperformance versus the capacity
recovery in Europe. Therefore, our passenger volume base-case
assumptions for Pegasus Airlines in 2021 and 2022 moderately exceed
(and are somewhat more favorable than) the overall traffic recovery
ranges."

S&P said, "We expect 2021 to be another very difficult year for
Pegasus Airlines, but a meaningful improvement from 2022 is likely.
Although we recognize strong pent-up demand for holiday travel, the
airline's cash flow generation depends on passenger traffic
recovery and new bookings, which are in turn contingent on
governments easing travel and quarantine restrictions in Pegasus
Airlines' major markets. Low visibility of the pandemic,
vaccination pace and effectiveness, government-imposed travel
restrictions, and their impact on passenger volumes, add
significant uncertainty to our forecasts. That said in our base
case, air travel demand will start to recover in late 2021, and
gain momentum in 2022. Accordingly, we forecast Pegasus Airlines'
passenger numbers will improve moderately to 15 million-18 million
in 2021 (50%-60% of 2019 levels) and 25 million-29 million in 2022
(80%-95%), compared with close to 31 million in 2019 and about 15
million in 2020. Combined with likely pressure on yields as
airlines compete to fill seats and expand load factors at the
expense of ticket prices, and only slowly rebounding ancillary
spending, we forecast S&P Global Ratings-adjusted EBITDA will
increase to EUR100 million-EUR200 million in 2021, compared with
EUR576 million in 2019 and EUR136 million in 2020. It should then
reach EUR400 million-EUR430 million in 2022 as competitive pressure
alleviates in line with increasing passenger traffic. Slow recovery
in EBITDA, aggravated by working capital needs, which could be
material because of further potential ticket refunds, muted forward
bookings (particularly in first-half 2021), and cash outflows for
lease payments will result in persistently negative operating cash
flow (OCF). Combined with capex for new planes, this will lead to a
buildup of financial leverage in 2021. We forecast Pegasus
Airlines' S&P Global Ratings-adjusted debt will increase to EUR2.4
billion-EUR2.5 billion by year-end 2021 (from EUR2.1 billion in
2020) mainly comprising leases and the proposed $500 million senior
unsecured notes. In our base case, OCF will turn positive in 2022
as passenger traffic rebounds.

"We consider Pegasus Airlines' cash flow and leverage metrics at
the stronger end of the highly leveraged financial risk profile and
their improvement hinges on EBITDA expansion. Pegasus Airlines'
capacity to reduce debt is constrained in the medium term. This is
because of large capital investments to expand and modernize its
aircraft fleet. We forecast that the airline will incur additional
debt on top of leverage accumulated during the COVID-19 pandemic
because its free operating cash flow (after lease payments) will
not be sufficient to absorb large capex needs. In our view, Pegasus
Airlines' credit metrics will remain under considerable pressure
until air traffic starts to improve meaningfully from late
2021--after the crucial summer season--and strengthen in 2022. This
is because widespread immunization across Europe and most other
developed economies will be achieved by the end of third-quarter
2021 and help to lessen or lift travel restrictions and restore
passenger confidence in flying. In our base case, we assume
adjusted FFO to debt of below 5% in 2021, before reaching the
rating-commensurate level of more than 6% only in 2022. That said,
our forecast is subject to significant uncertainties and highly
dependent on uninterrupted vaccine rollouts."

Pegasus Airlines has a current order of three A320neo and 51
A321neo planes from Airbus to be delivered by 2025. From 2022, all
aircraft deliveries will be of A321neo type. Management plans to
gradually replace its Boeing 737-800 aircraft (currently accounting
for one-third of the total fleet) with new A321neo planes once
delivered. The new aircraft, which provide more seat capacity,
better fuel-efficiency, and lower cost per available seat kilometer
(CASK) will enhance Pegasus Airlines' already comparatively low
unit cost position. However, they are costly, and S&P expects
associated lumpy capital spending will limit capacity to reduce
debt over the next few years. Therefore, Pegasus Airlines' ability
to deleverage will predominantly depend on its ability to improve
earnings, which is highly sensitive to the pace of air traffic
recovery. S&P understands that management is able and willing to
continue adjusting capex to air travel demand.

Pegasus Airlines is mostly exposed to three currencies (Turkish
Lira, U.S. dollar, and euro) and takes measures to limit exchange
rate risk. Under normal operating conditions, S&P believes that the
airline will be able to pass the impact of exchange rate
fluctuations on revenue, operating expenses, and interest payments
to its customers via ticket prices. Pegasus Airlines prices most of
its flight tickets in U.S. dollars, and customers have the option
to execute the purchase in several currencies. The airline
generates most revenue in euros, U.S. dollars, and Turkish lira.
Exposure to Turkish lira and euros is naturally hedged and the
company has an overall long position in euros. That said, after the
issuance of $500 million of senior unsecured notes and the planned
repayment of the existing bank loans, we estimate that about half
of its financial and lease liabilities will be denominated largely
in euros and U.S. dollars. Therefore, the company has an overall
short position in U.S. dollars. As the Turkish lira has seen
persistent depreciation against major currencies since 2010,
Pegasus Airlines actively converts lira to hard currencies such as
U.S. dollars and euros on a rolling daily basis. In 2020, 95% of
the EUR400 million cash balance was in major currencies, mainly
U.S. dollars and euros, as well as British pounds and Swiss francs,
and less than 5% was in Turkish lira. We also anticipate that
Pegasus Airlines plans to keep about $120 million of notes proceeds
on balance sheet, which would provide an ample liquidity cushion
for future U.S. dollar coupon payments. The airline plans to expand
its network and fly to Middle Eastern and Russian destination,
which will increase its U.S.-dollar-based revenue contribution.
Pegasus Airlines also faces translation risk. Since its reporting
currency is euros, its debt position could fluctuate depending on
the exchange rate between U.S. dollars and euros.

S&P's rating on Pegasus Airlines reflects the highly cyclical and
price-competitive airline industry, which is also susceptible to
repercussions from wars, terror attacks, epidemics, and oil price
shocks, among other external factors. Political instability in the
Middle East, such as conflicts in Syria and Iraq and tensions
between Iran and Israel, could materially affect Pegasus Airlines'
operations. In December 2015, Russia imposed economic sanctions on
Turkey after it shot down a Russian military aircraft near the
Syrian border. In the same month, a terrorist attack damaged five
aircraft at Sabiha Gokcen Airport. In July 2016, the Turkish
government faced an attempted coup and imposed a nationwide state
of emergency for two years. These events significantly affected
international tourism in Turkey and drove Pegasus Airlines' S&P
Global Ratings-adjusted EBITDA margin down to 15% in 2016 from
about 20% in 2015. Nevertheless, this was followed by a swift
rebound to 25% in 2017. On the back of Turkey's expanding tourism
industry and attractive exchange rates, Pegasus Airlines' revenue
and S&P Global Ratings-adjusted EBITDA increased to 113% and 133%
of 2015 levels, respectively, in 2017. Overall, passenger volumes
for Pegasus Airlines expanded at a compound annual growth rate of
11% from 2013-2019.

The final rating will depend on the successful completion of the
notes' issuance and our receipt and satisfactory review of all
final transaction documentation. Accordingly, the preliminary
rating should not be construed as evidence of the final rating. If
the notes issuance is not completed and S&P Global Ratings does not
receive final documentation within a reasonable time frame, or if
final documentation departs from S&P's expectations, it reserves
the right to withdraw or revise its ratings. Potential changes
include, but are not limited to, use of loan proceeds, maturity,
size and conditions of the notes, financial and other covenants,
security, and ranking.

The stable outlook reflects S&P's view that the airline's financial
metrics will remain under pressure in the next few quarters, before
they begin to gradually recover from late 2021 as passenger traffic
gains momentum, and its liquidity remains adequate.

S&P would lower the ratings if passenger demand falls short of our
expectations of a significant recovery from late 2021 and hinders
the turnaround in Pegasus Airlines' earnings. S&P could downgrade
the company if we view that:

-- S&P's weighted-average adjusted FFO to debt will not recover to
at least 6%;

-- S&P's OCF after deducting lease payments remains negative in
2022;

-- Liquidity sources to uses fall below 1.2x for the next 12
months; or,

-- Industry fundamentals and the operating environment weaken
structurally and passenger demand does not promptly recover,
impairing Pegasus Airlines' competitive position and
profitability.

These scenarios could occur if the pandemic is not contained,
resulting in prolonged lockdowns and travel restrictions, and
passengers remain reluctant to fly across Pegasus Airlines' major
markets, including Turkey. The company's inability or reluctance to
adjust its new aircraft investments to falling demand would further
pressure the rating.

To upgrade Pegasus Airlines, S&P would need to be confident that
demand conditions are normalizing and the recovery is robust enough
to enable the airline to restore its financial strength, with
adjusted FFO to debt improving to above 12% sustainably and OCF
after lease payments turning clearly positive, alongside a stable
liquidity position. Prudent capital spending and shareholder
returns are also necessary for an upgrade.




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

ENTAIN PLC: Fitch Affirms 'BB' LT IDR, Alters Outlook to Positive
-----------------------------------------------------------------
Fitch Ratings has revised Entain plc's (Entain; previously known as
GVC Holdings plc) Outlook to Positive from Negative, and has
affirmed the Long-Term Issuer Default Rating (IDR) at 'BB'. Fitch
has upgraded the senior secured instrument ratings to 'BB+'/'RR2'
from 'BB'/'RR3' under its new Corporate Recovery Ratings and
Instrument Ratings Criteria, and removed the instruments from Under
Criteria Observation (UCO), where they were placed on 9 April
2021.

The Outlook revision is driven by Entain's anticipated deleveraging
towards levels that could be consistent with a 'BB+' IDR in 2022,
supported by strong online performance and good forecast
profitability despite the upcoming, and still unknown, regulatory
impacts.

The 'BB' rating encapsulates Entain's strong business profile, its
strategy that combines retail and digital offerings, sound profit
margins and good cash-generation ability. The future ratings
trajectory will depend on Entain's ability to maintain financial
discipline whilst balancing its external growth strategy. A
material unmitigated cash impact from the HMRC investigation or a
larger-than-expected unmitigated regulatory impact would be
negative for the rating and these are considered event risk.

KEY RATING DRIVERS

Improving Leverage Metrics: Fitch forecasts Entain's funds from
operations (FFO) adjusted gross/net leverage metrics to decrease,
towards levels commensurate with a 'BB+' rating by 2022. This
permits continued expenditure on acquisitions, following the
restarted M&A programme, assumed progressive dividends from 2H21
after cancellation in 2020, continued investment in BetMGM and
similar levels of capex to 2020.

FFO gross and net adjusted leverage are forecast to peak at around
5.0x and 4.8x, respectively, in 2021 due to shops being temporarily
closed due to lockdown restrictions for a quarter and to around
GBP500 million acquisition expenditure on the Enlabs, Bet.pt and
Crystalbet earnout. Execution risk around the HMRC investigation
remains, and an unmitigated large regulatory impact could reduce
current rating headroom.

Financial Discipline Key to Rating: An upgrade to 'BB+' will depend
on the company's ability to maintain financial discipline whilst
moving towards its medium 2.0x net leverage target, and continuing
growth. Fitch forecasts Entain to remain acquisitive over the next
four years, with around GBP200 million bolt-on acquisition spend a
year included in Fitch's rating case. Fitch understands that Entain
would not go above 3.0x maximum net leverage in case of a large
M&A, potentially going to equity markets to raise cash if required,
as seen over the pandemic with Flutter Entertainment plc and
William Hill plc. Fitch believes there is limited execution risk
around integration of bolt-ons, as demonstrated by previous
transactions.

Good Profitability Despite Regulatory Challenges: Fitch expects
good profitability with an average FFO margin of 16% and an FCF
margin of 5% over the rating horizon. Fitch's rating case
encapsulates GBP130 million negative EBITDA impact in 2021 due to
the regulations in Germany. Fitch expects to see the impact of the
UK Gambling Act review from 2022. Fitch is incorporating around
GBP50 million negative EBITDA impact on the basis of 10% underlying
online growth. Fitch compares this to the GBP118 million negative
impact from the fixed odds betting terminal maximum GBP2 stake
introduction in 2019, as Fitch expects lower regulatory impact on
online operations than on retail equivalents. The outcome from UK
Gambling Act review is yet to be seen, and a materially
higher-than-expected EBITDA impact is considered event risk.

Online Gaming Growth to Halt: Fitch expects the underlying strong
growth of online gaming to come to a halt as betting venues reopen,
restrictions are lifted and people have access to other forms of
entertainment and discretionary spending. Fitch anticipates
underlying online gaming growth to resume in 2022, but this is to
be offset by regulatory measures that could be implemented in 2022.
Fitch expects combined online and retail sports betting (wagers) to
return to 2019 levels due to the number of resumed sporting events
lined up in 2021.

Recovery of Retail: Fitch expects around 10% of retail gaming
revenues to be lost due to the structural shift to online gaming.
Fitch's rating case assumes a reasonably quick return of punters,
and for sports wagers and machine net gaming revenues (NGR) to be
15% below 2019 levels in 2Q21, following the reopening of UK retail
in mid-April. This is slightly more prudent than performance in
3Q20 after the first lockdown, as there are more entertainment
options available.

Entain continues with its plan to optimise its 2,845 retail assets
in the UK, with reasonable lease flexibility in its portfolio.
Fitch believes that retail remains a useful marketing tool and will
generate above GBP100 million annual EBITDA post-pandemic.

Strong 2020 Despite Pandemic: Entain delivered a strong performance
in 2020, outperforming Fitch's prior rating case, as growth in
online revenue largely helped it offset lost revenues from closed
venues. In combination with cost-mitigating measures online revenue
supported growth in EBITDA against 2019 figures. Fitch does not
incorporate voluntary repayment of government support into Fitch's
rating case. The integration with Ladbrokes has completed, with the
platform fully migrated.

Strong Business Profile: Entain is one of the world's leading
gaming operators, recently overtaken by Flutter Entertainment plc
(BBB-/Negative) following Flutter's merger with The Stars Group.
Entain benefits from its proprietary technology, multiple leading
brands that provide betting and gaming services across 27 regulated
markets in Europe, Latin America and Australia, and its commitment
to operating solely in regulated markets by end-2023.

Under normal circumstances, its retail presence provides a
competitive advantage by granting higher visibility to its online
operations, which drive the growth of the business. Entain has a
scientific approach to safer gambling. Implementation of its ARC
programme could help reduce the impact of online regulation.

Diversification Helps: Diversification into growing and regulating
markets should help reduce reliance on and regulatory impact from
Entain's four main online markets - the UK, Australia, Germany and
Italy - which contributed around 70% of online NGR in 2020. Fitch
expects Entain to continue investing in its 50:50 joint venture
with MGM Resorts International (BB-/Negative) in the US and have
assumed around GBP300 million investment but no dividend inflow
over the rating horizon. This is neutral to FFO according to
Fitch's Corporate Rating Criteria.

Upgrade of Instrument Ratings: Fitch has upgraded Entain's senior
secured instrument ratings to 'BB+' from 'BB' in accordance with
Fitch's new Corporates Recovery Ratings and Instrument Ratings
Criteria, under which Fitch applies generic approach to instrument
notching for 'BB' rated issuers. This resolves the 'Under Criteria
Observation' status the instruments were placed on 9 April 2021.
Entain's capital structure is characterised by an all-senior debt
structure. All debt ranks pari passu, and includes cross-guarantees
and share pledges from key group subsidiaries representing at least
75% of group EBITDA.

DERIVATION SUMMARY

Entain's business profile is commensurate with a higher rating
category, supported by its strong profitability and large scale.
Its close peer Flutter (BBB-/Negative) is larger and better
diversified than Entain, following its merger with The Stars Group,
with a leading position in the US and lower exposure to UK retail.
Entain's expected EBITDAR margin at 22%-23% post-pandemic is solid
compared to 'BB' category-rated peers' 15% and broadly aligned with
or even slightly above Flutter's, although the latter fully
consolidates its US operations. Entain has weaker profitability
than SAZKA Group a.s. (BB-/Stable), and is more exposed to
increasingly stringent regulation of sports betting and online
betting, but has lower leverage and better geographic
diversification.

Entain's leverage will be in line with that of some 'BB'
category-rated peers' if it reaches below 4.5x post-pandemic
(2022), but will be above that of other rated gaming operators such
as Crown Resorts Limited (BBB/Rating Watch Negative) and Las Vegas
Sands Corp (BBB-/Negative). Entain's leverage is higher than that
of Flutter, with FFO adjusted net leverage forecast at 4.0x for
2022, compared to Flutter's leverage of about 3.0x. Entain is
committed to 2.0x net debt/EBITDA medium-term target. The target
for Flutter is more conservative at 1.0-2.0x.

KEY ASSUMPTIONS

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

-- Broadly stable online sports NGR over 2021-2022, then mid
    single-digit growth;

-- Online gaming NGR down 7.5% in 2021, then mid-single-digit
    underlying growth, which will be offset by negative regulatory
    impact - overall leading to stable NGR in 2022;

-- Online contribution margin returning towards 40% from 41.8% in
    2020;

-- Retail operations permanently losing around 10% of pre
    pandemic revenues on a like-for-like retail estate basis;

-- EBITDAR margin of 21.5% in 2021, then gradually returning
    towards 22.5% to 23%;

-- EBITDA to reduce by around 10% in 2021 to about GBP700
    million, before growing to GBP900 million by 2024;

-- GBP200 million bolt-on acquisitions a year over 2022-2024;

-- GBP250 million to GBP300 million investment in BetMGM over
    2021-2024, with no dividend inflow assumed.

RATING SENSITIVITIES

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

-- Prompt rebound of operations post-pandemic, lack of material
    tightening in gaming regulation by the end of 2022, and
    realisation of planned synergies resulting in EBITDAR margin
    above 22%;

-- FFO-adjusted net leverage sustainably below 4.0x (gross below
    4.5x);

-- FFO fixed-charge coverage remaining above 3.0x.

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

-- Slower post-pandemic recovery, increased competition or more
    material impact from regulation leading to weaker-than
    forecast profitability (for example EBITDAR margin at or below
    18% by 2021);

-- FFO-adjusted net leverage remaining above 4.5x (gross above
    5.0x) beyond 2021;

-- Maintaining shareholder-friendly financial policies that limit
    deleveraging prospects;

-- FFO fixed-charge coverage below 2.5x along with deteriorating
    liquidity buffer.

ESG Considerations

Entain has an ESG Relevance Score of '4' under Customer Welfare -
Fair Messaging, Privacy & Data Security due to increasing
regulatory scrutiny on the sector, in the context of a greater
awareness around social implications of gaming addiction and
increasing focus on responsible gaming. This factor has a negative
impact on the credit profile and is relevant to the rating in
conjunction with other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. 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

Good Financial Flexibility: Entain has good financial flexibility,
with GBP311 million of available cash (net of GBP396 million cash
held on behalf of customers that is treated as restricted cash by
Fitch) and GBP475 million available under its revolving credit
facility. The debt documentation includes a springing net debt to
EBITDA covenant of 4.0x (which has been temporarily raised to 6.0x
until 30 September 2021) when the facility is 35% drawn.

Fitch expects that Entain will draw under its revolving credit
facility in 2021 to fund M&A and its EUR150 million earn-out
consideration for Mars LLC (Crystalbet). The group has no material
debt maturity until 2022 and 2023 when Ladbrokes' bonds (GBP100
million and GBP400 million, respectively) are due.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has treated VAT refund (GBP217 million) as non-recurring cash
inflow, and included it in non-operating/non-recurring cash flow.

ESSAR ENERGY: Taps PBG Associates to Sign Off on Accounts
---------------------------------------------------------
Michael O'Dwyer at The Financial Times reports that Essar's
hard-pressed UK oil business turned to an audit firm with only
three chartered accountants to sign off on its accounts after
Deloitte and BDO cut ties with the company.

Essar Energy, a subsidiary of Indian conglomerate Essar Group,
controls the Stanlow refinery near Liverpool, through Essar Oil UK.
The facility supplies about one in six litres of fuel used on
British roads and employs 900 people.

According to the FT, Essar Oil UK, which is trying to raise funds
to stave off crisis after a sharp fall in demand during the
pandemic, is facing concerns over its governance and finances.
Three directors have resigned in the past month and Lloyds Banking
Group stopped acting as its main lender, the FT recounts.

Essar Energy, which reported revenues of US$8.75 billion in its
latest accounts for the year ending March 2020, hired PBG
Associates to sign off on its financial statements last year, the
FT discloses.

Essar Energy brought in PBG after a dispute with its existing
auditor BDO, the UK's fifth-largest accountant, the FT says, citing
Companies House filings.

According to the FT, a person familiar with the situation said that
arose when it refused to shoulder the cost of extra work BDO said
was needed to sign off on its accounts.

Essar Energy said BDO's fees had still not been paid and were the
subject of ongoing dispute after a fee estimate was exceeded, the
FT notes.

The person said Essar Energy turned to BDO after Deloitte, which
audited its accounts from 2011 to 2018, "stepped down", the FT
recounts.

In its audit for the financial year ended March 2020, PBG drew
attention to Essar Energy's net liabilities of US$2.18 billion, the
drop in demand for fuel and the knock-on impact on profit margins,
the FT discloses.  It also flagged loan defaults within Essar
Energy's separate power business, the FT notes.

Essar Energy's latest accounts show PBG charged GBP200,000 for
auditing the company's financial statements for each of the
financial years ended in 2019 and 2020, the FT relays.  Before it
resigned, Deloitte charged GBP600,000 a year for the same work and
was paid additional fees for checking subsidiaries' accounts, the
FT discloses.

According to the FT, Essar said Essar Energy was "an intermediate
holding company, with no operations" and that BDO was stood down
from the 2018-2019 audit after a dispute over commercial terms.

It added that BDO continued to audit Essar Global Fund, the Cayman
Islands-based parent company of Essar Energy, the FT notes.

Regarding its financial position, Essar Oil UK said more than half
of the loans from Lloyds had been replaced, the FT discloses.  It
said the easing of lockdown was leading to increased demand for its
products and was expected to help strengthen its financial position
in the coming months, the FT relays.

According to the FT, the Sunday Times reported Deloitte also
resigned as auditor of Essar Oil UK after signing off on its
accounts for the financial year ended 2019.


GREENSILL CAPITAL: Australian Parent Opts for Liquidation
---------------------------------------------------------
Paulina Duran at Reuters reports that creditors of Greensill
Capital Pty, the Australian parent of the collapsed British supply
chain financier, voted on April 22 to liquidate the company, its
administrator said, triggering deeper investigations into the
conduct of its directors.

Grant Thornton (GT), the liquidator appointed for the Australian
parent and its operating companies in Britain, said the majority of
26 creditors owed AUD4.6 billion (US$3.6 billion) by the collapsed
financier voted for liquidation, Reuters relates.

"The liquidators will continue to identify and realise available
assets, monitor developments in relation to the administrations of
Greensill UK and the Greensill Bank AG, and continue their
investigations in relation to Greensill Capital Pty," Reuters
quotes GT as saying in a statement.

The creditor vote comes as prosecutors in the German city of Bremen
raided the offices and homes of Greensill bankers, including the
residences of five officials suspected of possible wrongdoing,
Reuters notes.

In March, German regulator BaFin filed a criminal complaint with
prosecutors over an audit that found Greensill Bank, a standalone
entity owned by the Australian parent, could not provide evidence
of receivables on its balance sheet, Reuters recounts.

The German lender collapsed days later, Reuters relays.

GT told creditors in an April 15 report that as part of the
liquidation of the Australian parent, further investigations will
be prepared into the conduct of Greensill officers, and their
findings reported to the Australian corporate regulator, Reuters
notes.

Other secured creditors include Credit Suisse and BOQ Finance,
while unsecured creditors include Softbank, vendors of companies
Greensill bought in 2020, employees and trade creditors, Reuters
relays, citing the report.

The Association of German Banks has also put a contingent liability
of EUR2 billion (US$2.41 billion) on the Australian parent that
might be payable if available insurance and bank assets prove
insufficient to indemnify it for deposit protection payments,
Reuters discloses.

The association has already paid out about EUR2.7 billion to more
than 20,500 Greensill Bank customers in a deposit guarantee scheme
after the collapse, Reuters recounts.


GREENSILL CAPITAL: Credit Suisse to Raise CHF1.7BB After Losses
---------------------------------------------------------------
BBC News reports that Credit Suisse has asked investors for almost
US$2 billion as it seeks to rebuild its finances after suffering
what the chief executive called "unacceptable" losses.

The Swiss banking giant, one of the most venerable names in the
industry, has been rocked by two high profile bankruptcies, BBC
relates.

On April 22, Swiss regulators announced they were widening probes
into Credit Suisse's activities, BBC notes.

These relate to dealings with two firms, Archegos and Greensill,
BBC states.

Credit Suisse suffered a multi-billion-dollar hit after Archegos, a
US hedge fund, folded, BBC relays.

The bank is also a creditor of failed financial firm Greensill,
which hit the headlines over its role funding the UK's Liberty
Steel and lobbying by former Prime Minister David Cameron, BBC
discloses.

According to BBC, on April 22, Credit Suisse posted a CHF757
million (US$827 million; GBP594 million) loss for the first three
months of the year, having previously warned that losses could
reach CHF900 million.

It would have been the bank's best trading quarter for a decade,
but Credit Suisse was forced to write off CHF4.4 billion related to
the Archegos collapse, BBC states.

As part of measures to bolster its finances, Credit Suisse said it
would raise CHF1.7 billion (US$1.9 billion; GBP1.5 billion) from
investors, BBC relays.

The Swiss financial regulator Finma was already looking into Credit
Suisse's links to Greensill, and on April 22 announced it would now
look into its involvement with Archegos, BBC notes.


INTERNATIONAL GAME: Egan-Jones Keeps CCC+ Sr. Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on March 30, 2021, maintained its
'CCC+'  foreign currency and local currency senior unsecured
ratings on debt issued by International Game Technology PLC. EJR
also maintained its 'C' rating on commercial paper issued by the
Company.

Headquartered in London, United Kingdom, International Game
Technology PLC, formerly Gtech S.p.A. and Lottomatica S.p.A., is a
multinational gambling company that produces slot machines and
other gambling technology.


LIBERTY STEEL: Tata Files Lawsuit Over Unpaid Debts
---------------------------------------------------
BBC News reports that Tata is suing rival Liberty Steel over claims
of unpaid debts, according to a report.

According to BBC, the Daily Telegraph said the claim relates to
missed payments from Liberty's flagship GBP100 million takeover of
Tata's speciality steels business in 2017.

Liberty Steel owner GFG Alliance is reeling from the collapse of
its main backer Greensill in early March, BBC recounts.

Tata has launched proceedings against Liberty Speciality Steels,
Liberty House Group PTE and Speciality Steel UK, BBC relays, citing
the Telegraph.

A Tata spokesman, as cited by BBC, said: "This is an active court
case and as a result we are not making any further comment."

Liberty's future was thrown into doubt after the collapse of
Greensill, sparking speculation about the future of thousands of
jobs and calls for the government to step in to save the steel
company, BBC notes.

A request by GFG to the UK government for GBP170 million to support
the UK operation has been rejected by Business Secretary Kwasi
Kwarteng, although the government has pledged to preserve Liberty
in some form, BBC states.

According to BBC, the government has said it "continues to engage
closely with the company, the broader UK steel industry and trade
unions".

Despite Mr. Gupta's race to refinance his business after
Greensill's collapse, he told the BBC earlier this month that none
of Liberty Steel's plants would shut "under my watch", BBC notes.


SUBSEA 7: Egan-Jones Lowers Senior Unsecured Ratings to BB+
-----------------------------------------------------------
Egan-Jones Ratings Company, on March 30, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Subsea 7 S.A.  to BB+ from BBB-.

Headquartered in Sutton, United Kingdom, Subsea 7 S.A. offers
oilfield services.




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

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95

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

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today. Albert Waldo
Snoke was director of the Grace-New Haven Hospital in New Haven,
Connecticut from 1946 until 1969. In New Haven, Dr. Snoke also
taught hospital administration at Yale University and oversaw the
development of the Yale-New Haven Hospital, serving as its
executive director from 1965-1968. From 1969-1973, Dr. Snoke worked
in Illinois as coordinator of health services in the Office of the
Governor and later as acting executive director of the Illinois
Comprehensive State Health Planning Agency. Dr. Snoke died in April
1988.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
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