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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

          Tuesday, May 4, 2021, Vol. 22, No. 83

                           Headlines



F R A N C E

FINANCIERE TOP: Fitch Affirms 'B' LT IDR, Outlook Stable
SOCO 1: S&P Alters Outlook to Stable, Affirms 'B' Long-Term ICR
VERALLIA SA: Moody's Ups CFR to Ba2 on Good Operating Performance


G E O R G I A

GEORGIAN OIL: S&P Withdraws 'BB-/B' Issuer Credit Ratings


G E R M A N Y

GRUNENTHAL PHARMA: S&P Assigns 'B+' ICR, Outlook Positive
PACCOR HOLDINGS: S&P Cuts LT Rating to 'B-', Outlook Stable
REVOCAR 2019: DBRS Confirms BB Rating on Class D Notes
STANDARD PROFIL: Moody's Assigns B3 CFR on Strong Market Position
[*] GERMANY: Year-Long Waiver on Insolvency Filings Ends



I R E L A N D

MADISON PARK VI: Fitch Assigns Final B- Rating on Class F-R Notes
PRIMROSE 2021-1: S&P Assign Prelim B- (sf) Rating on G-Dfrd Notes


I T A L Y

ASSET-BACKED EUROPEAN: DBRS Confirms BB(low) Class E Notes Rating


M A L T A

TACKLE GROUP: Moody's Affirms B2 CFR Following Refinancing


N E T H E R L A N D S

CALDIC MIDCO: S&P Alters Outlook to Stable, Affirms 'B' ICR


P O R T U G A L

NOVO BANCO: DBRS Confirms B(high) LongTerm Issuer Rating


R U S S I A

BANK URALSIB: S&P Affirms 'B/B' ICR, Outlook Stable
SUEK JSC: Fitch Affirms 'BB' LT FC IDR, Alters Outlook to Stable


S P A I N

IM CAJA LABORAL 1: Fitch Affirms CCC Rating on Class E Notes
IM SABADELL 11: DBRS Places B(high) Rating on B Notes Under Review
WIZINK MASTER: DBRS Confirms BB(high) Rating on Class C Notes


U K R A I N E

DTEK RENEWABLES: Fitch Affirms 'B-' LT FC IDR, Outlook Stable


U N I T E D   K I N G D O M

ARCADIA GROUP: Oxford Street Store Put Up for Sale for GBP420MM
BUSINESS LOAN: Goes Into Administration
CENTRAL NOTTINGHAMSHIRE: Moody's Cuts GBP352MM Bond Rating to Ba1
LHC3 PLC: Fitch Affirms Then Withdraws 'BB-' LT IDR
PETROFAC LIMITED: Fitch Lowers LT IDR to 'BB-', Outlook Negative

PROVIDENT FINANCIAL: To Close Doorstep Lending Division
SERIOUS FOODS: First Choice Buys Business Out of Administration
TORO PRIVATE HOLDINGS I: Fitch Affirms Then Withdraws CCC+ LT IDR
[*] UK: Reforms to Pre-Pack Administration Rules Take Effect

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F R A N C E
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FINANCIERE TOP: Fitch Affirms 'B' LT IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed Financiere Top Mendel SAS's Long-Term
Issuer Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has
also affirmed at 'B+'/'RR3' the secured debt issued by direct
subsidiary Financiere Mendel SAS, which directly owns Ceva Sante
Animale S.A. (Ceva), the France-based manufacturer of animal health
products.

The 'B' IDR reflects Ceva's robust business profile, with a
diversified portfolio of pharmaceutical and biological animal
therapeutic solutions supported by product innovations and global
market presence, albeit constrained by an elevated leveraged
profile. The group regained some financial headroom in 2020 driven
by its solid operating and financial performance throughout the
initial phase of the Covid-19 pandemic.

The Stable Outlook is supported by Fitch's expectations of steadily
growing sales and strengthening operating profits and cash flows,
which will permit further gradual deleveraging, aligning Ceva's
financial risk with the 'B' IDR. It also reflects Fitch's
assumptions of a resilient near-term business performance in 2021,
despite the ongoing pandemic.

KEY RATING DRIVERS

Deleveraging on Track: High leverage remains the main rating
constraining factor, with the 'B' IDR predicated on funds from
operations (FFO) leverage remaining under 8.0x over the projected
period up to 2024. Since the refinancing in 2019, the company has
demonstrated strong deleveraging, reducing starting leverage of
9.2x to 7.5x last year. Based on the company's well managed
operating and financing risks amid the pandemic in 2020, resilient
trading outlook for 2021 and consistent business strategy, Fitch
projects FFO leverage will remain firmly below 8.0x, strengthening
towards 6.0x by 2024, supporting the 'B' rating.

Robust Business Model: Fitch views Ceva's business model as robust,
given its well-diversified product portfolio across species,
balanced geographic footprint with good representation in developed
and emerging markets and entrenched market positions in
well-defined niche product areas. This is reflected by Ceva's
ability to deliver positive organic sales and solid operating
margins. However, in a global context, Ceva ranks among niche scale
pharmaceutical companies benefiting from robust EBITDA and strong
FFO margins projected at 15% through 2024.

Pandemic Well Managed: Ceva's performance was resilient in 2020,
with low single digit organic growth and swift cost containment
measures leading to an EBITDA margin of 25.6% (+370bp vs prior
year). Some product segments, such as poultry, were affected by
pandemic-related demand issues but others such as swine and
companion animals performed well. Fitch's rating case shows a
limited impact from Covid-19 in 2021 given the robust demand for
animal protein-based food production and secured supply side
supported by already high levels of input materials and finished
goods. Fitch also regards as positive the growth momentum in the
Chinese business in 1Q21, following the successful control and
eradication of African Swine Fever (ASF) in 2019-2020.

Improving Rating Headroom: Buoyant medium-term organic business
performance supports a sustained improvement in FFO and free flow
(FCF) generation until 2024. Combined with gradually strengthening
leverage metrics, this points to increasing leverage headroom under
the rating. In the absence of unexpected or larger M&A, shareholder
distributions or other actions leading to re-leveraging, this
credit momentum would strengthen its rating position, potentially
paving the way to positive rating action albeit probably no earlier
than in 2023.

Latent M&A Risk: The animal health market offers considerable scope
for consolidation, with accelerated formation of global sector
champions and disposal of animal health assets by large
pharmaceutical companies following strategic reviews of their
product portfolios. Ceva has participated in the market
consolidation, a strategy which will continue in the long term.

The 'B' IDR supports small to mid-scale acquisitions of up to
EUR300 million (cumulatively until 2024), which can be funded by
Ceva's internal cash flows, on-balance-sheet cash and committed
revolving credit facility (RCF). Fitch understands from the
company, that larger M&A targets would also be supported by
shareholders' equity contributions. These would represent event
risk and could put the rating under pressure in case of material
debt-funded opportunistic corporate actions.

Supportive Market Fundamentals: Ceva benefits from supportive
market trends driving long-term demand and market propensity for
accelerated consolidation. The animal health market offers many
growth avenues backed by the rising consumption of animal-based
proteins linked to an expanding global population, increasing
incomes in emerging markets, greater awareness of animal health and
wellbeing in developed countries shifting the focus from cure to
prevention, and advanced farming methods requiring innovative
animal therapies.

DERIVATION SUMMARY

Fitch rates Ceva according to its global Ratings Navigator for
Pharmaceutical companies. Under this framework, Ceva's operations
benefit from a diversified product range, strong product innovation
and broad geographic presence across developed and emerging
markets. However, in the global context Ceva's operations are
constrained by its niche business scale, which combined with
product diversity and innovation would position the company's
unlevered profile on the cusp of the 'B'/'BB' rating categories.
The rating is negative influenced by Ceva's aggressive leverage
profile, being more in line with the low 'B' category, albeit
showing a healthy deleveraging path with FFO leverage projected to
be below 6.0x by 2024 which, if maintained, would be consistent
with a higher rating.

In the peer comparison within the 'B' rating category, which is
typically populated by small, generic businesses with concentrated
product portfolios and levered balance sheets, Ceva 's business
model shows similarities with Nidda BondCo GmbH (Stada; B/Stable)
and Roar Bidco AB (Recipharm, B/Positive), although Ceva's
comparative lack of scale against Stada is balanced by greater
geographic reach and R&D capabilities. In Fitch's rating analysis
Fitch regards leverage as one of the key differentiating factors.
Based on medium-term forward-looking FFO leverage, Ceva's 'B' IDR
shows stronger deleveraging momentum compared with Stada and a
similar deleveraging trajectory to Recipharm, with FFO leverage
projected to improve towards 6.5x by 2023. The Positive Outlook on
Recipharm captures its overall more contained starting financial
profile and good revenue visibility given the high share of
contracted revenues supporting its deleveraging path.

In contrast, other asset-intensive pharma peers such as European
Medco Development 3 Sarl (PharmaZell, B/Stable) and Cidron Aida
Bidco Ltd. (Advanz, B/Stable) are less aggressively leveraged at
5.0x-7.0x. However, they are exposed to higher product
concentration and execution risks.

The higher rated Cheplapharm Arzneimittel GmbH (B+/Stable) and
Antigua Bidco Limited (Atnahs, renamed Pharmanovia Bidco Limited,
B+/Negative) show conservative leverage metrics, strong operating
profitability and healthy FCF generation, which neutralise the
companies' limited scale and greater portfolio concentration
risks.

KEY ASSUMPTIONS

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

-- High-single digit top line growth, supported by organic growth
    and small to mid-sized acquisitions;

-- EBITDA margins stable around 25% supported by new volumes and
    product mix;

-- Trade working capital outflows averaging at EUR35 million per
    year;

-- Capex intensity at 8-11% of sales;

-- Average of EUR60 million per year of bolt-on acquisitions,
    funded by internal cash generation (Fitch's own assumption);

-- No cash return to shareholders over the next four years.

Recovery Assumptions

-- The recovery analysis assumes that Ceva would be restructured
    as a going concern rather than liquidated in a hypothetical
    event of default given the company's brand, quality of its
    product portfolio and established global market position;

-- Ceva's post-reorganisation, going-concern EBITDA of around
    EUR225 million, which Fitch estimates would be required for
    the business to remain a going concern with potential distress
    most likely resulting from product contamination or similar
    compliance issues, or due to infectious disease outbreaks
    impacting various species in several regions akin to ASF;

-- A distressed EV/EBITDA multiple of 6.5x has been applied to
    calculate a going-concern enterprise value. This multiple
    reflects the group's strong organic growth potential, high
    underlying profitability and protected niche market positions;

-- After deducting 10% for administrative claims, Fitch's
    principal waterfall analysis generated a ranked recovery in
    the 'RR3' band for the all-senior secured capital structure,
    comprising for the term loan B of EUR2 billion, the fully
    drawn capex/acquisition facility of EUR50 million and all of
    the revolving credit facility of EUR100 million, which Fitch
    assumes will be fully drawn prior to distress in accordance
    with Fitch's methodology with all facilities ranking pari
    passu. Fitch excludes from the senior secured creditor mass
    bilateral facilities of around EUR175 million as these are
    unsecured uncommitted lines that can be cancelled at short
    notice;

-- Fitch's assumptions result in a 'B+'/RR3 instrument rating for

    the senior secured debt with a waterfall generated recovery
    computation output percentage of 61% based on current metrics
    and assumptions.

RATING SENSITIVITIES

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

-- Reduction in FFO gross leverage towards 6.0x (5.5x net of
    readily available cash) on a sustained basis (2020: 7.5x
    gross/6.2x net);

-- Solid operating performance with turnover growing at high
    single digit rates in excess of EUR1.5 billion leading to
    EBITDA margin expansion to above 25% (2020: 25.6%);

-- Positive FCF margins on a sustained basis (2020: 2.0%).

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

-- Evidence of weak operating performance, operational breakdowns

    (product issues/non-compliance) or M&A missteps leading to
    EBITDA margins declining towards 20%;

-- Opportunistic shareholder distributions constraining Ceva's
    ability to invest in business and grow organically at mid
    single digit rates;

-- FFO leverage at or above 8.0x (7.5x net) with no clear
    deleveraging path thereafter;

-- FFO interest cover weakening towards 2.0x (2020: 2.9x).

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: Fitch regards Ceva's liquidity position over
the rating horizon as comfortable. As of end-February2021, cash on
balance sheet was EUR380 million (excluding Fitch-defined
restricted cash of EUR25 million deemed necessary for daily
operations). The increased cash balance is also due to an equity
injection of around EUR46 million, and the drawdown of some of the
RCF and unsecured bilateral loans amounting to EUR90 million as
precaution during the pandemic, which could be repaid in the short
term. However, even after repayment of some of the short-term
loans, Ceva will maintain comfortable year-end cash reserves,
supported by steadily increasing FFO and FCF, which could
accommodate smaller to mid-scale M&A of up to EUR300 million
(cumulatively through to 2024).

The company benefits from long-term contractual debt maturities due
2026 for term loan B/capex facilities and 2025 for the RCF.

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.

SOCO 1: S&P Alters Outlook to Stable, Affirms 'B' Long-Term ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Soco 1 (Socotec) to
stable from negative, affirmed the 'B' long-term issuer credit and
existing debt ratings, and assigned a 'B' debt rating and '4'
recovery rating to Holding Socotec's EUR800 million TLB due in
2028.

The stable outlook reflects S&P's organic growth forecast of
10%-11% for Socotec over the next 12 months and S&P Global
Ratings-adjusted EBITDA margins of around 15%-16%, which will
result in debt to EBITDA of around 7.0x-7.5x, and free operating
cash flow (FOCF) of EUR53 million-EUR58 million in 2021.

Socotec's operational performance has been remarkably resilient in
2020, despite the pandemic-induced disruption. S&P said, "Compared
with our previous base case from July 2020, we now expect that
sales will grow by 4.2% and the adjusted EBITDA margin will expand
to 13.5%, versus the sales increase of 1.0% and EBITDA contraction
to 11.0% that we had forecast. The adjusted EBITDA margin was 11.6%
in 2019. This is due to the full-year contribution of the
higher-margin U.S.-based business, Vidaris, which Socotec acquired
and consolidated only from July in 2019, but also stronger
underlying performance in Socotec's infrastructure and energy
division, for which demand is not cyclical thanks to being based on
long-term investment plans from national governments. Furthermore,
Socotec showed very strong working capital management with an
inflow of around EUR27 million, which boosted FOCF generation to a
comfortable EUR85 million, resulting in ample liquidity and no
necessity to draw on the EUR90 million RCF, contrary to our prior
expectations. The better-than-expected EBITDA, combined with lower
debt, resulted in leverage of around 8.3x at year-end 2020 versus
our previous forecast of 11.5x."

S&P said, "The proven resilience of Socotec's business in 2020 has
led us to revise up the business risk profile to fair from weak.
Socotec enjoys a leading position in its niche markets; large
coverage of accreditations, systems, equipment, products, and
brands; and a high share of recurring revenue from its testing,
inspection, and certification (TIC) operations. Socotec has also
proven its ability to move away from the cyclical French
construction market by increasing the share of its infrastructure
activities. Furthermore, two-thirds of its French construction
business is now linked to low-cyclicality renovation activities and
only a third to more volatile new building projects. We also
acknowledge the successful diversification of Socotec toward the
U.S. with the acquisition of Vidaris and several successful
bolt-ons since then, such as Veritas." Nevertheless, Socotec's
relatively small size and low diversification versus global
competitors such as SGS, Bureau Veritas, or Intertek, and still
relatively high exposure to France, are limiting factors. In
addition, Socotec is less profitable than peers like Element
(Element Materials Technology Ltd.) or LGC Science Group Ltd.
(Loire UK Midco 3 (LGC)) with comparable margins of 26.4% and
22.5%, respectively, in 2019. The company has in previous years
incurred high restructuring costs, mainly due to internal
transformation programs in France, systemically above EUR15
million, resulting in high margin volatility.

S&P said, "We expect Socotec will perform strongly in 2021, in a
favorable operating environment.The company benefits from favorable
trends such as the massive infrastructure spending plans announced
by many countries in EURope and the U.S., which will result in
increased demand for Socotec's infrastructure services. Moreover,
the construction and real estate division in France will benefit
from public investment programs focusing on the renovation of
buildings. We also believe outsourcing trends in the TIC market
will continue in coming years, driven by increasingly complex
regulation and customers' search for quality and cost efficiency.
Socotec has furthermore proven its ability to operate normally,
despite COVID-19 restrictions during the second half of 2020. Most
of the COVID-19 impact on 2020's performance happened in France
during the first lockdown, when all types of construction
activities were stopped. As a result, we forecast Socotec's sales
will grow by 10%-11% in 2021 and S&P Global Ratings-adjusted EBITDA
margin will increase by 190 basis points to 15.4%, thanks to the
higher topline that should in turn lead to a better utilization of
resources and contribution from acquired businesses."

"The stable outlook signals expected deleveraging and comfortable
FOCF generation. Despite about EUR50 million additional debt versus
the previous capital structure, we forecast S&P Global
Ratings-adjusted leverage will reach about 7.0x-7.5x in 2021, from
8.3x in 2020 and 9.5x in 2019."

S&P's debt calculation for year-end 2021 includes the following
senior secured facilities:

-- A EUR550 million term loan tranche;

-- A $300 million term loan tranche (about EUR250 million
equivalent); and

-- A EUR125 million RCF that will remain undrawn.

S&P said, "In calculating adjusted debt, we make adjustments for
operating lease liabilities (EUR80 million), factoring claims
(EUR57 million), pension liabilities (EUR13 million), litigation
claims (EUR23 million), and earn-outs (EUR75 million). Given
Socotec's financial sponsor ownership, we do not net EUR231 million
of cash on the balance sheet as of year-end 2021. We predict
comfortably positive FOCF generation of EUR53 million-EUR58 million
because of the strong operating performance, as well as a slightly
negative working capital outflow despite the strong sales growth
resulting from strict management of receivables and payables.
However, if Socotec were to engage in significant debt-funded
acquisitions or additional shareholder-friendly actions, it could
threaten the improvements we expect and put pressure on the
rating.

"The stable outlook reflects our organic growth forecast of 10%-11%
for Socotec over the next 12 months and S&P Global Ratings-adjusted
EBITDA margins of around 15%-16%, which will result in debt to
EBITDA of around 7.0x-7.5x, and FOCF of EUR53 million-EUR58 million
in 2021.

"We could lower the rating if Socotec's operating performance is
weaker than expected, resulting in leverage remaining above 8x or
negative FOCF generation. This could happen if integration
challenges resulted in continuously high restructuring costs, or if
a particularly marked economic downturn in EURope and the U.S.
resulted in a downturn of the construction market and states' delay
of spending on infrastructure projects.

"We could also lower the rating if Socotec attempted significant
debt-funded acquisitions, undertook material shareholder
distributions that increased its leverage, or if its liquidity
weakened substantially.

"We view an upgrade as unlikely in the near future. It could occur
if Socotec deleveraged to below 5x and funds from operations (FFO)
to debt increased above 12%, both on a sustained basis. Moreover,
if financial sponsors Clayton, Dubilier & Rice (CD&R) and Cobepa
committed to a more conservative financial policy, we could
consider a positive rating action."


VERALLIA SA: Moody's Ups CFR to Ba2 on Good Operating Performance
-----------------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 the
corporate family rating of French glass packaging producer Verallia
S.A. The outlook has changed to stable from positive.

"The upgrade to Ba2 reflects Verallia's resilient operating
performance in 2020, which exceeded our previous expectations, and
our view that the company will continue to report earnings growth
despite the challenging trading conditions. The company further
strengthened its credit metrics, supported by a diversified product
offering, a number of profitability improvement measures and its
prudent financial policies," says Donatella Maso, a Moody's Vice
President -- Senior Analyst and lead analyst for Verallia.

"The upgrade also reflects the company's leading position in the
consolidated glass packaging industry, and its track record of
profitability improvement," adds Ms Maso.

RATINGS RATIONALE

The rating upgrade reflects Verallia's solid operating performance
in 2020, which exceeded Moody's previous expectations, despite a
contraction in the on-trade consumption of food and beverage,
particularly pronounced during the second quarter. Verallia's
revenues declined only by 1.9% year-on-year. Lower beverage volumes
and adverse currency movements in Latin America, Russia and
Ukraine, were almost entirely offset by higher volumes of food jars
and price increases. EBITDA continued to benefit from cost savings
under the company's performance action plan and increased to EUR626
million from EUR615 million in 2019 on a company's adjusted basis.
Free cash flow generation improved further due to a large working
capital inflow owing to lower inventory levels and reduced cash
dividends. As a result, Verallia was able to strengthen its credit
metrics, including its Moody's adjusted leverage which improved to
3.5x from 3.7x in 2019.

Moody's believes that business conditions will remain challenging
in 2021 due to the uncertain pace of recovery in the out-of-home
consumption of beverages as well as rising input costs. This is
because demand for beverages for the most affected hospitality and
travel sectors will depend upon relaxation of mobility
restrictions, which will in turn depend on a successful vaccination
campaign. Furthermore, Verallia continues to be exposed to the
structural changes of the French wine market owing to the long term
decline in domestic consumption. While this has been largely offset
by increased demand for Italian and Spanish wines and by the
rationalization of the French footprint, France continues to be
Verallia's most important market.

However, Moody's expects Verallia to protect its earnings with
targeted production cost reductions and a dynamic price management,
as demonstrated in 2020. Moody's also expects the company to
continue to slowly delever on a gross debt basis, and to generate
positive free cash flow, although the absolute amount will be lower
than the c. EUR300 million posted in 2020, due to higher capex for
the construction of a new furnace in Brasil and investments to meet
its CO2 emissions reduction targets, and increased cash dividends.
Free cash flow in 2021 will be impaired further by working capital
absorption to rebuild inventory levels and by cash costs related to
the completion of the transformation plan in France.

Verallia's Ba2 rating is also supported by the company's meaningful
scale as the third largest glass container manufacturer globally
and the largest in Europe in a relatively consolidated industry;
its long-standing customer relationships and its track record of
being perceived as a high-quality and reliable supplier; and the
high profitability levels, owing to its exposure to resilient
end-markets, no material customer concentration, its ability to
pass on volatile input costs, although with some lags, and targeted
operational improvements.

The Ba2 rating remains constrained by Verallia's exposure to
low-growth end markets with a degree of pricing pressure, partly
mitigated by the company's focus on the higher-margin
wine/sparkling wine and spirits segments, although more susceptible
to economic cycles; the limited substrate diversity; the risk of at
least temporary margin compression should input cost inflation not
be managed carefully; and its exposure to currency and political
headwinds because of its presence in some emerging markets such as
Latin America (representing 10% of revenues) and Russia.

LIQUIDITY

Verallia's liquidity is good. It is supported by EUR476 million of
cash at the end of December 2020, the company's solid free cash
flow generation of around EUR100 million p.a. from 2022 onwards and
a EUR500 million revolving credit facility (RCF) due 2024. The RCF
provides a backup for the EUR400 million commercial paper
programme, of which EUR146 million was outstanding as of December
31, 2020. Excluding the commercial paper programme which is
short-term in nature, the next largest debt maturity is in 2024
when the EUR1.5 billion term loan matures.

The loans have a net leverage covenant of 5.0x, which is tested
semi-annually, under which Moody's expects the company to retain
sufficient headroom. The company reported a net leverage ratio of
2.0x at the end of December 2020.

The company also has access to EUR450 million of factoring
facilities, of which around EUR316 million was drawn as of December
2020.

RATIONALE FOR STABLE OUTLOOK

With a Moody's adjusted debt/EBITDA ratio of 3.5x in 2020, expected
to improve to 3.4x in 2021, Verallia is strongly positioned in the
Ba2 rating category. However, since the company is already
operating at the lower end of its leverage target of 2.0x
(currently equivalent to a Moody's adjusted gross leverage of
3.5x), material additional deleveraging on a net debt basis beyond
these levels is less likely.

The stable outlook reflects Moody's expectation that Verallia will
be able to maintain its high profitability and leverage below 4.0x
and continue to generate positive free cash flow on a sustained
basis.

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

Upward pressure on the rating could materialise if Verallia's
operating performance remains strong while it develops a track
record in maintaining its stated financial policies; (1) its EBITDA
margin remains well above 20%; (2) its Moody's-adjusted debt/EBITDA
falls sustainably below 3.25x; and (3) its ratio of free cash flow
(after interest, capex and dividends) to debt is sustained above
5%.

Negative pressure on the rating could develop if Verallia's
operating performance deteriorates such that its Moody's-adjusted
debt/EBITDA increases above 4.0x on a sustainable basis. The rating
could also come under negative pressure in the event of a more
aggressive financial policy, ongoing negative FCF generation, or a
significant deterioration of the company's liquidity profile.

LIST OF AFFECTED RATINGS

Issuer: Verallia S.A.

Upgrades:

Long-term Corporate Family Rating, Upgraded to Ba2 from Ba3

Outlook Action:

Outlook, Changed To Stable From Positive

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.

COMPANY PROFILE

Headquartered in France, Verallia is a global leading producer of
glass containers for the food and beverage industry. Verallia
operates 32 manufacturing plants, with 57 furnaces and 13 product
development centres in 11 countries, employing around 10,000
people. In 2020, Verallia generated revenues for EUR2.5 billion and
EBITDA for EUR623 million (as adjusted by Moody's).

The company is listed on Euronext Paris since October 4, 2019. The
majority shareholder is private equity sponsor Apollo with a 28%
stake, while free float is around 35%.



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G E O R G I A
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GEORGIAN OIL: S&P Withdraws 'BB-/B' Issuer Credit Ratings
---------------------------------------------------------
S&P Global Ratings withdrew its 'BB-/B' long- and short-term issuer
credit ratings on Georgian Oil and Gas Corp. JSC at the company's
request. The outlook was negative at the time of the withdrawal.




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G E R M A N Y
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GRUNENTHAL PHARMA: S&P Assigns 'B+' ICR, Outlook Positive
---------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to Grunenthal Pharma GmbH & Co. KG (Grunenthal) and its 'B+' issue
ratings to the EUR400 million senior secured notes due 2026 and
EUR250 million senior secured notes due 2028.

S&P said, "The positive outlook indicates that we could raise the
ratings over the next 12-18 months if the uncertainty around
Palexia abates and we observe 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 final ratings are in line with our preliminary ratings, which
we assigned on April 19, 2021. There are no material changes to our
forecasts or to the financial documentation since our original
review. Even though the final issued amounts were higher than
anticipated (EUR500 million was originally contemplated), the
overall transaction is leverage neutral, because the company used
the additional EUR150 million cash proceeds to repay existing
indebtedness. Post-transaction closing, Grunenthal does not face
any refinancing needs until 2024 when the EUR300 million term loan
B facility (due October) and EUR75 million Schuldschein private
placement notes (due August) are due. The company has a solid
liquidity position, with EUR171.4 million in cash on balance sheet
at transaction closing, and full availability of up to EUR400
million in committed revolving credit facility due 2026 for general
corporate purposes.

"The positive outlook reflects our forecast 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 around how soon generics will affect Palexia in certain
markets, such as Germany and Italy, we estimate that Grunenthal's
S&P Global Ratings-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 of the
Crestor acquisition.

"We could upgrade Grunenthal if the company continued to grow
Qutenza profitably, following the label extension in the U.S., and
if it were able to manage the ongoing erosion of revenue 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.

S&P said, "We could revise the outlook to stable if we observed
stronger pricing pressure than anticipated 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 revenue from the
mature product portfolio."


PACCOR HOLDINGS: S&P Cuts LT Rating to 'B-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Germany-based
packaging producer Paccor Holdings GmbH (Paccor) and its
subsidiaries to 'B-' from 'B'. S&P also lowered to 'B-' and 'CCC'
its issue ratings on Paccor's senior secured and second lien
facilities, respectively. Additionally, S&P assigned a 'B-' issue
rating to the proposed EUR120 million add-on to the term loan B
(TLB).

The stable outlook reflects S&P's expectation that funds from
operations (FFO) cash interest coverage will exceed 2x and
liquidity will remain adequate over the next 12 months, but that
leverage will remain elevated and cash generation weak.

S&P said, "Paccor underperformed our EBITDA and FOCF expectations
in 2020 leading to higher debt leverage than we had forecast. The
downgrade reflects Paccor's lower-than-anticipated EBITDA and FOCF
generation in 2020 and weaker prospects for 2021, given high raw
material prices, capital expenditure (capex), and costs related to
the company's operating efficiency program. Based on management
accounts, S&P Global Ratings-adjusted EBITDA was EUR58 million in
2020 (compared with our EUR65 million-EUR70 million forecast). High
costs of about EUR22 million, for restructuring and business
optimization projects (initiated by the company), dented EBITDA in
2020. Additionally, the COVID-19 pandemic and related
social-distancing measures restricted demand from the hospitality
and catering markets, weakening profitability and cash generation.
FOCF was negative at EUR15 million in 2020 (compared with our
previous expectation of minimal, albeit positive, FOCF). This
includes the costs related to restructuring and efficiency
improvement initiatives.

High capex and costs related to Paccor's operational optimization
program will continue to undermine FOCF generation in 2021. S&P
said, "We believe that in 2021-2022, the company will continue
reaping the benefits of its cost-saving and footprint
reorganization initiatives, but costs related to these measures
will continue to be high. We expect such costs to remain at about
EUR25 million (including acquisition and integration expenses) in
2021 and between EUR10 million and EUR15 million in 2022. We
forecast that capex for the combined group will increase to EUR50
million-EUR55 million in 2021, in order to fund the ongoing
operational efficiency projects. As a result, we anticipate that
FOCF will remain negative at about EUR5 million-EUR10 million in
2021. That said, we expect Paccor to generate positive FOCF in 2022
on the back of Miko Pac's contribution and the positive impact from
working capital. However, we believe that cash generation is
vulnerable to any cost overrun and to working capital management."

Miko Pac's acquisition will boost revenue growth in 2021-2022,
while organic growth will be modest. With revenue of EUR100 million
per year, Miko Pac will accelerate Paccor's top-line growth in the
coming years. S&P said, "We believe that the acquisition is
complementary to Paccor's existing portfolio and will enhance its
technical capabilities and manufacturing footprint. We anticipate
that like-for-like growth will be low in 2021. It will mainly
reflect higher resin costs, since about 80% of Paccor sales are
indexed to raw material prices. We forecast that demand for
single-portion food and beverages packaging will remain subdued
because of the extended limitations on hotels, restaurants, and
public events. However, we expect that in 2022, demand will recover
to more normal levels, supporting modest organic revenue growth."

To finance the transaction, Paccor is planning to raise an
additional EUR120 million add-on to its senior secured TLB.
Additionally, the sponsor will complete a EUR15 million equity
contribution.

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

The stable outlook reflects S&P's expectation that FFO cash
interest coverage will exceed 2x and liquidity will remain adequate
over the next 12 months, but that leverage will remain somewhat
over 7x and cash generation weak.

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

-- S&P forecasts the company's EBITDA will deteriorate materially
beyond its expectations;

-- It continues to generate negative FOCF with limited prospects
of recovery;

-- Covenant headroom tightens or liquidity deteriorates, leading
to an anticipated shortfall; or

-- Credit metrics (including interest cover and S&P's adjusted
leverage) weakened significantly, causing the capital structure to
become unsustainable over the next 12 months.

S&P could consider an upgrade if:

-- Paccor generates positive FOCF on a sustained basis;

-- Leverage decreases sustainably below 7.0x; and

-- S&P does not expect any material deterioration in liquidity in
the coming 12 months.


REVOCAR 2019: DBRS Confirms BB Rating on Class D Notes
------------------------------------------------------
DBRS Ratings GmbH took the following rating actions on the notes
issued by RevoCar 2019 UG (haftungsbeschrankt) (the Issuer) as
follows:

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AA (sf) from A (sf)
-- Class C Notes upgraded to A (high) (sf) from BBB (sf)
-- Class D Notes confirmed at BB (sf)

The rating on the Class A Notes addresses the timely payment of
interest and ultimate payment of principal on or before the legal
final maturity date in April 2033. The ratings on the Class B
Notes, Class C Notes, and Class D Notes address the ultimate
payment of interest and principal on or before the legal final
maturity date.

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

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

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

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

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

The transaction is a securitization consisting of auto loan
receivables granted to private individuals and commercial clients
residing in Germany by Bank11 fur Privatkunden und Handel GmbH
(Bank11), which also acts as the servicer. The initial EUR 400.0
million portfolio included loans granted primarily to private
clients (96.4% of the initial pool balance) for the purchase of
both new (36.7%) and used (63.3%) vehicles. The transaction closed
in April 2019 and included a 12-month revolving period, which ended
in April 2020.

PORTFOLIO PERFORMANCE

As of the April 2021 payment date, loans that were one month and
two months in arrears represented 0.3% and 0.1% of the outstanding
portfolio balance, respectively, while loans that were three months
in arrears represented 0.03%. Gross cumulative defaults amounted to
0.53% of the aggregate initial collateral balance, with cumulative
recoveries of 30.3% to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and has maintained its base case PD and LGD
assumptions at 1.3% and 60.6%, respectively.

DBRS Morningstar opted to select high-range core multiples. The
inclusion of incremental balloon stresses means that the derived
adjusted multiple is above the higher range at an AAA (sf) level.

CREDIT ENHANCEMENT

The subordination of the respective junior obligations provides
credit enhancement to the rated notes. As of the April 2021 payment
date, credit enhancement to the Class A Notes increased to 12.7%
from 8.5% at the last annual review 12 months ago; credit
enhancement to the Class B Notes increased to 5.7% from 3.8%;
credit enhancement to the Class C Notes increased to 4.2% from
2.8%; and credit enhancement to the Class D Notes increased to 1.5%
from 1.0%.

The transaction benefits from an amortizing liquidity reserve,
which will only become available to the Issuer upon a servicer
termination event, with a target balance equal to 0.7% of the
outstanding collateral balance. The reserve would be available to
cover senior fees and expenses, swap payments, and interest
payments on the Class A Notes. As of the April 2021 payment date,
the reserve was at its target of EUR 1.9 million.

The transaction additionally benefits from a commingling reserve
funded by Bank11 at closing to EUR 10.0 million. This reserve is
maintained at a balance equal to the scheduled collections amount
for the next collection period plus 0.5% of the outstanding
performing collateral balance. As of the April 2021 payment date,
the reserve was funded to EUR 8.7 million.

The Bank of New York Mellon – Frankfurt Branch (BNYM-Frankfurt)
acts as the account bank for the transaction. Based on the DBRS
Morningstar private rating on BNYM-Frankfurt, the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure, DBRS
Morningstar considers the risk arising from the exposure to the
account bank to be consistent with the rating assigned to the
notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

UniCredit Bank AG acts as the swap counterparty for the
transaction. DBRS Morningstar's private rating on UniCredit Bank AG
is consistent with the First Rating Threshold as described in DBRS
Morningstar's "Derivative Criteria for European Structured Finance
Transactions" methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

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

Notes: All figures are in Euros unless otherwise noted.


STANDARD PROFIL: Moody's Assigns B3 CFR on Strong Market Position
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating, a B3-PD probability of default rating as well as a B3
rating for the proposed EUR275 million guaranteed senior secured
notes to the German based automotive parts supplier Standard Profil
Automotive GmbH. The outlook on the ratings is stable.

RATINGS RATIONALE

The CFR of Standard Profil is primarily constrained by the
company's (1) exposure to the cyclicality of the global automotive
industry; (2) a competitive market environment for sealing
solutions with a sizeable number of competitors that does not allow
for meaningful product differentiation, (3) the high exposure to
raw materials like synthetic rubber and carbon black, which the
supplier is challenged to fully pass through to the OEM and could
result in material volatility in profits, (4) its limited scale and
low profitability, and (5) its high leverage pro forma of the
transaction of around 11.4x.

The rating is primarily supported by the company's (1) strong
position in the market for automotive sealing solutions in Europe
as evidenced by recent high profile product wins and a solid order
book at this point, (2) its global production footprint in best
cost countries that enables a cost advantage in the labor intensive
business, (3) its vertically integrated business, where the in
house production of tooling leads to lower lead times for new
business contracts, (4) the ongoing trend towards bulkier cars
(SUVs) and Electric Vehicles that is expected to benefit Standard
Profil's content per vehicle and should provide an outperformance
compared to Moody's light vehicle sales expectations, and (6) its
adequate liquidity post transaction.

LIQUIDITY

Moody's consider Standard Profil's liquidity adequate. As of the
end of December 2020, the company's cash balance was around EUR35.3
million prior to the proposed transaction. Pro Forma of the
transaction, unrestricted cash (net of transaction costs) will
increase by EUR60 million. The group does not have access to a
revolving credit facility. On a regional level banks provide
bilateral facilities of around EUR26 million, which are not
included in Moody's liquidity assessment. Following the issuance of
the notes, there are no short-term maturities until 2026.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Standard
Profil will be able to achieve a Moody's adjusted leverage below
6.0x in the next 12-18 months. The stable outlook also assumes that
the company's liquidity will remain adequate.

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

The ratings could be downgraded in case of (i) Standard Profil's
leverage in terms of Moody's adjusted debt/EBITDA remaining above
6.5x for a prolonged period, or (ii) continued negative Free Cash
Flow leading to a reduction in the liquidity position, in the
absence of a committed credit facility.

Standard Profil's rating is currently weakly positioned and
therefore an upgrade over the next 12-18 months is rather unlikely.
However, an upgrade could be envisaged should (i) Moody's adjusted
debt/EBITDA fall below 5.0x on a sustained basis, and (ii) Moody's
adjusted EBITA margin above 4.0% on a sustained basis, and (iii)
Moody's adjusted EBITA/Interest expense above 1.0x on a sustained
basis, as well as (iv) a sustained positive Free Cash Flow
generation.

STRUCTURAL CONSIDERATIONS

Standard Profil's PDR of B3-PD is in line with its B3 CFR, which
reflects Moody's typical 50% corporate family rating recovery
assumption for all-senior capital structures. The B3 ratings of the
senior secured facilities are also in line with the CFR, reflecting
the all-senior capital structure. Moody's rank EUR51 million Trade
Payables, EUR23 million lease liabilities and EUR8 million pension
liabilities in line with the senior notes.

ESG CONSIDERATIONS

Standard Profil is owned by private equity group Actera since 2013.
This governance consideration has been included in the ratings
consideration.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automotive
Supplier Methodology published in January 2020.

COMPANY PROFILE

Headquartered in Eschborn, Germany, Standard Profil Automotive GmbH
is a tier 1 supplier to the automotive industry. The company is
offering static and dynamic sealing solutions to global automotive
manufacturer. In the financial year ending 2020 the company
generated revenues of EUR288 million and a company adjusted EBITDA
margin of 21%. Since 2013 the company is owned by Actera, a private
equity firm with offices in Jersey and Turkey.

[*] GERMANY: Year-Long Waiver on Insolvency Filings Ends
--------------------------------------------------------
Paul Carrel and Andreas Rinke at Reuters report that a year-long
waiver on insolvency filings has ended in Germany and there are
already signs that bankruptcies are starting to pick up in Europe's
largest economy.

Germany introduced the waiver last March, when the COVID-19
pandemic hit, part of a package of measures aimed at supporting
businesses but which gave rise to the charge that the government
was simply propping up "zombie companies" with no future, Reuters
recounts.

Insolvencies duly fells.  But since October, Berlin has phased out
the waiver., Reuters notes.  This year only firms awaiting state
aid provided since November were exempt from filing -- until now,
Reuters states.  May 3, Monday, is the first business day that
exemption no longer applies, according to Reuters.

"The expiry of the supposed protection means a return to regular
competitive conditions and market-economy transparency," Reuters
quotes Patrik-Ludwig Hantzsch at German credit agency Creditreform
as saying.

That is welcome news to local critics who say the fall in
insolvencies is proof in itself the state has done more than enough
and now risks impeding what economic liberals hail as "creative
destruction", the term popularised in the 1940s by Austrian
economist Joseph Schumpeter to describe unviable firms folding to
make way for more dynamic newcomers.

The latest official numbers, for January, show corporate
insolvencies down 31.1% on the year at 1,108, Reuters discloses.
The Statistics Office said the phase-out of the waiver from October
has yet to show in the data as cases make their way through the
courts, Reuters relays.

The headline numbers also belie a rise in insolvency proceedings
opened, which give an indication of the future path of actual
insolvencies, Reuters says.

In November of last year, a month after the phase-out of the waiver
began, there was a 5% rise in these proceedings after a steady fall
earlier in the year, Reuters relays, citing a Federal Statistics
Office tally of notices from local courts in Germany.

The number of proceedings opened rose by 18% in December, before
dipping 5% in January and then rising by 30% on the month in
February, and by 37% in March, Reuters discloses.

The European Union's top economic watchdog said EU governments must
step in to avert a wave of insolvencies by healthy companies that
are struggling due to the pandemic, Reuters relates.

Bankruptcies in western Europe are seen rising by around a third
this year compared to pre-pandemic levels as governments withdraw
extraordinary support measures such as loan guarantees, raising the
spectre of a surge in unemployment and steep losses for banks,
Reuters states.




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

MADISON PARK VI: Fitch Assigns Final B- Rating on Class F-R Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Madison Park Euro Funding VI DAC's
refinancing notes final ratings, and revised the Outlooks on the
existing class E and F notes to Stable from Negative.

       DEBT               RATING               PRIOR
       ----               ------               -----
Madison Park Euro Funding VI DAC

A-R XS1655108956    LT  PIFsf  Paid In Full    AAAsf
A-RR XS2330521597   LT  AAAsf  New Rating      AAA(EXP)sf
B-1R XS1655109251   LT  AAsf   Affirmed        AAsf
B-2R XS1655107396   LT  AAsf   Affirmed        AAsf
C-R XS1655109848    LT  Asf    Affirmed        Asf
D-R XS1655107982    LT  BBBsf  Affirmed        BBBsf
E-R XS1655108287    LT  BBsf   Affirmed        BBsf
F-R XS1655108527    LT  B-sf   Affirmed        B-sf

TRANSACTION SUMMARY

Madison Park Euro Funding VI DAC's is a cash flow collateralised
loan obligation (CLO). On the refinance closing date, the class A
notes were redeemed and re-issued at lower spreads. The class B, C,
D, E and F notes have not been refinanced. The portfolio is managed
by Credit Suisse Asset Management. The refinanced CLO envisages a
further six-month reinvestment period and a 5.3-year weighted
average life (WAL).

KEY RATING DRIVERS

'B/B-' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B/B-' range. The Fitch weighted average
rating factor (WARF) of the current portfolio is 34.3.

High Recovery Expectations: Senior secured obligations comprise
98.3% of the portfolio. 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 current portfolio is 62.5%. The WARR calculation has been
updated as per Fitch's criteria at the refinancing closing.

Diversified Asset Portfolio: The transaction has two Fitch test
matrices corresponding to maximum exposure to the top 10 obligors
at 20% and maximum fixed assets limited at 0% and 12.5% of the
portfolio, respectively. The transaction also includes limits on
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.

WAL Extended to 5.3 Years: On the refinancing date, the weighted
average life (WAL) covenant has been extended by one year to 5.3
years and the Fitch matrix has been updated. The transaction
features a six-month reinvestment period. 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.

Affirmation of Existing Notes: The affirmation of the
non-refinanced notes reflects the transaction's stable performance.
The transaction was below par by 1% as of the latest investor
report dated 6 April 2021. The revision of the Outlooks to Stable
reflects the default-rate cushion in the coronavirus baseline
scenario analysis Fitch ran in light of the coronavirus pandemic.

Model-implied Ratings Deviation: When analysing the updated matrix
with the stressed portfolio, the class E and F notes showed a
maximum break-even default shortfall of -1.21% and -2.66%,
respectively. However, the class E and F notes' ratings are
supported by comfortable default cushion based on both the current
portfolio and the coronavirus baseline scenario, which are used for
Fitch's surveillance.

RATING SENSITIVITIES

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

-- A 25% decrease in the portfolio's mean default rate and a 25%
    increase in the recovery rate at all rating levels, would lead
    to an upgrade of up to five notches for the rated notes,
    except the class A 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 note 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 25% increase in the portfolio's mean default rate and a 25%
    decrease in the recovery rate at all rating levels, would lead

    to a downgrade of up to six 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 baseline scenario to
assume that half of the corporate exposure on Negative Outlook will
be downgraded by one notch instead of all of them. In this
scenario, none of the refinancing notes are affected.

Coronavirus Downside Scenario

Fitch also considers a sensitivity analysis that contemplates a
more severe and prolonged economic stress. The downside sensitivity
incorporates a single-notch downgrade to all corporate issuers on
Negative Outlook regardless of sector. In this downside scenario,
none of the refinancing notes are affected.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset 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.

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.

PRIMROSE 2021-1: S&P Assign Prelim B- (sf) Rating on G-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings assigned preliminary ratings to Primrose
Residential 2021-1 DAC's class A to G-Dfrd Irish RMBS notes. At
closing, the transaction will also issue unrated class RFN, Z, X,
and Y notes.

Primrose Residential 2021-1 is a static RMBS transaction that
securitizes a portfolio of loans totaling EUR869.8 million. The
portfolio consists of performing and reperforming owner-occupied
and buy-to-let mortgage loans secured over residential properties
in Ireland.

The securitization comprises two purchased portfolios, which were
previously securitized in two different RMBS transactions, ERLS
2019 PL1 and Grand Canal Securities 1 (GCS1). They aggregate assets
from three Irish originators. The loans in the ERLS 2019 PL1
subpool were originated by Permanent TSB PLC, and the loans in the
GCS1 subpool were originated by Irish Nationwide Building Society
and Springboard.

S&P said, "Our rating on the class A notes addresses the timely
payment of interest and the ultimate payment of principal. Our
ratings on the class B to G-Dfrd notes address the ultimate payment
of interest and principal." The timely payment of interest on the
class A notes is supported by the liquidity reserve fund, which was
fully funded at closing to its required level of 2.0% of the class
A notes' balance. Furthermore, the transaction benefits from the
ability to use principal to cover certain senior items.

Start Mortgages DAC and Mars Capital Finance Ireland DAC, the
administrators, are responsible for the day-to-day servicing. In
addition, the issuer administration consultant, Hudson Advisors
Ireland DAC, helps devise the mandate for special servicing, which
is being implemented by Start.

At closing, the issuer will use the issuance proceeds to purchase
the beneficial interest in the mortgage loans from the seller. The
issuer grants security over all its assets in favor of the security
trustee. S&P considers the issuer to be bankruptcy remote under our
legal criteria.

There are no rating constraints in the transaction under S&P's
structured finance operational, sovereign and counterparty risk
criteria.

  Preliminary Ratings

  CLASS        PRELIM. RATING*      CLASS SIZE (%)
  A              AAA (sf)             77.25
  B-Dfrd         AA (sf)               6.50
  C-Dfrd         A (sf)                4.75
  D-Dfrd         BBB (sf)              3.50
  E-Dfrd         BB (sf)               3.50
  F-Dfrd         B (sf)                1.50
  G-Dfrd         B- (sf)               1.25
  RFN            NR                    2.00
  Z-Dfrd         NR                    1.75
  X              R                     TBD
  Y              NR                    TBD





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

ASSET-BACKED EUROPEAN: DBRS Confirms BB(low) Class E Notes Rating
------------------------------------------------------------------
DBRS Ratings GmbH took the following ration actions on the notes
(together, the Rated Notes) issued by Asset-Backed European
Securitization Transaction Fourteen S.r.l. (the Issuer):

-- Class A Asset-Backed Fixed-Rate Notes (Class A Notes) upgraded
to AA (high) (sf) from AA (sf)

-- Class B Asset-Backed Fixed-Rate Notes (Class B Notes) upgraded
to AA (low) (sf) from A (sf)

-- Class C Asset-Backed Fixed-Rate Notes (Class C Notes) upgraded
to A (sf) from BBB (high) (sf)

-- Class D Asset-Backed Fixed-Rate Notes (Class D Notes) upgraded
to BBB (low) (sf) from BB (high) (sf)

-- Class E Asset-Backed Fixed-Rate Notes (Class E Notes) confirmed
at BB (low) (sf)

The ratings of the Rated Notes address the timely payment of
interest and the ultimate payment of principal on or before the
legal final maturity date in April 2030.

The rating actions are based on the following analytical
considerations:

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

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

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

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

-- No purchase termination events have occurred.

-- A structural amendment to the transaction executed on April 21,
2021.

The transaction, which closed in May 2016, is a securitization of a
portfolio of Italian auto loans originated and serviced by FCA Bank
S.p.A (FCAB), a 50/50 joint venture between FCA Italy (Stellantis
N.V.) and Credit Agricole Consumer Finance (Credit Agricole S.A.).
The loans were granted to individuals residing in Italy and
enterprises with their registered offices in Italy. The transaction
had a revolving period ending in April 2021. Following the end of
the revolving period, the Notes will begin to amortize immediately
from the May 2021 payment date.

The Amendment involves:

-- An increase in the portfolio size through additional notes
subscriptions.

-- Re-tranching of the Rated Notes and M1 Notes, where
subordination will remain unchanged.

-- The proceeds of the additional note issuance will be used to
purchase an additional portfolio of loans totalling EUR 575.0
million and fund an increase in the cash reserve up to EUR 30.0
million from EUR 23.1 million, remaining at 1.4% of the portfolio
balance.

PORTFOLIO PERFORMANCE

As of the March 2021 payment date, loans two to three months in
arrears represented 0.1% of the portfolio net discounted balance,
stable since March 2020. The 90+ delinquency ratio was 0.1%, down
from 0.2% in March 2020. Gross cumulative defaults amounted to 0.5%
of the aggregate initial and additional net portfolio balance.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar assessed updated static historical default and
recovery data provided by FCAB split by product type, and conducted
a loan-level analysis of the remaining pool of receivables. DBRS
Morningstar updated its base case PD and LGD of the portfolio to
2.0% and 85.0%, respectively. Given the transaction will begin to
amortize immediately on the first payment date following the
Third-Retranching Date (May 2021 payment date), the portfolio
assumptions are based on the current portfolio composition.

CREDIT ENHANCEMENT

Subordination is provided by the respective junior tranches. On the
Third Re-tranching Date, credit enhancement to the Class A, Class
B, Class C, Class D, and Class E Notes remained at 10.0%, 7.0%,
5.0%, 2.4%, and 1.3%.

The transaction benefits from a nonamortizing cash reserve, which
provides liquidity support to the notes and credit support upon the
legal final maturity date. The size of the cash reserve will
increase to EUR 30.0 million from EUR 23.1 million using the
proceeds of additional issuance of the Class M Notes to maintain
the target level of the cash reserve at 1.4% of the portfolio
balance at the Third Re-tranching Date.

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

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many ABS
transactions, some meaningfully. The ratings are based on
additional analysis and, where appropriate, adjustments to expected
performance as a result of the global efforts to contain the spread
of the coronavirus. For this transaction, DBRS Morningstar
conducted additional sensitivity analysis to determine that the
transaction benefits from sufficient liquidity support to withstand
high levels of payment holidays in the portfolio. As of the March
2021 payment date, around 0.9% of the outstanding portfolio was in
a payment holiday.

Notes: All figures are in Euros unless otherwise noted.




=========
M A L T A
=========

TACKLE GROUP: Moody's Affirms B2 CFR Following Refinancing
----------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of Tackle Group S.a
r.l., the parent of German sports betting operator Tipico.
Concurrently, Moody's has assigned a B2 instrument rating to the
proposed EUR1,455 million term loan B due 2028 and EUR25 million
revolving credit facility due 2027, both issued by Tackle S.a r.l..
The outlook on all ratings remains stable.

Proceeds from the EUR1,455 million TLB, together with EUR346
million of cash, will be used to refinance the company's existing
debt and pay a EUR351 million dividend to shareholders.
Simultaneously, CVC fund VII will acquire from CVC fund VI its
share in Tipico. The fund transfer is driven by the maturity of the
current vehicle and CVC's appetite to stay invested in the company
because of the strong growth prospects in Germany and the US.

The rating affirmation reflects the reduced regulatory risk now
that the German market has become fully regulated, the strong
resilience of Tipico during the pandemic and the leverage-neutral
transaction.

RATINGS RATIONALE

Tipico's B2 CFR is supported by the company's: (i) leading position
in the German sports betting sector, benefiting from high brand
recognition; (ii) multichannel strategy with high exposure to the
fast-growing online segment; (iii) largely reduced regulatory risk
following the full liberalisation of the German gaming market; (iv)
strong historical operating performance and high cash conversion;
(v) low operating leverage thanks to the franchise model adopted in
its retail business and the scalability of its online platform.

Conversely, Tipico's rating is constrained by: (i) the risk of
re-leveraging due to the aggressive financial policy of its main
shareholders; (ii) Tipico's limited diversification in terms of
product offering and geography; (iii) the company's exposure to
unpredictable sports results, as well as international sports
events every two years; and (iv) the intense competition that
characterises the online betting and gaming industry, which may
increase as sports betting has become regulated in Germany.

Tipico revised its 2021 EBITDA forecast upward following the
deferral of stake limits. Several gambling operators have legally
challenged the new rule on the basis that it is discriminatory
compared to land-based limits and this will delay its
implementation. In addition, the revision in forecast was
underpinned by the company's very strong start to the year. In the
first three months of 2021, Tipico reported EUR101 million of
EBITDA, 85% above its previous budget and equivalent to 37% of the
annual budget. This operating performance was supported by high
customer activity and sportsbook margin expansion. As a result,
Moody's now expects the company to generate EUR320-330 million in
2021, up from EUR 270 million previously projected.

LIQUIDITY

Moody's considers Tipico's liquidity to be good and supported by:
(i) EUR50 million of cash on balance sheet expected at closing of
the transaction; (ii) EUR25 million fully undrawn RCF; (iii) the
rating agency's expectations of EUR160-170 million free cash flow
generation in 2021, after taking account of the cash leakage in
respect of funding the development of the US division which will be
carved-out from the restricted group; and (iv) the absence of large
debt maturities before 2028.

The debt facilities have a minimum EBITDA covenant of EUR20
million, which is tested on a quarterly basis. Moody's expects
Tipico to very comfortably comply with this covenant.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that Tipico will maintain
Moody's-adjusted leverage below 5.0x in the next 12 to 18 months,
while generating material cash flow. It also takes into
consideration Moody's assumption that there will be no adverse
regulatory changes. Finally, it assumes that Tipico will not engage
in significant debt-funded acquisitions or shareholder
distributions.

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

Upward pressure on the ratings could arise if the company's: (i)
Moody's-adjusted leverage falls below 4.5x on a sustained basis;
(ii) free cash flow (FCF)/debt trends toward 10%; and (iii)
liquidity remains adequate. For an upgrade, Moody's would not
expect there to be any deterioration in the regulatory framework
and would expect to have evidence of a less aggressive financial
policy.

Downward rating pressure could develop if the company's performance
weakens as a result of adverse regulatory changes, increased
competition or a more aggressive financial policy. A downgrade
could be considered if Tipico's Moody's-adjusted leverage rises
above 6x, FCF turns negative or liquidity risks arise.

STRUCTURAL CONSIDERATIONS

The probability of default rating is B2-PD, in line with the CFR,
reflecting Moody's assumption of a 50% recovery rate, as is typical
for capital structures with bank debt and a loose maintenance
covenant. The debt facilities are all rated B2 because they rank
pari passu, are secured by pledges over shares, bank accounts and
intercompany receivables and guaranteed by material subsidiaries
representing at least 80% of consolidated EBITDA.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Malta, Tipico offers sports betting and online
casino games in Germany and Austria via approximately 1,250 outlets
(most in franchises), dedicated websites and applications. Tipico
is majority owned by private equity fund CVC since August 2016. CVC
has a 60% stake in the company while the remaining 40% is owned by
its founders.



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

CALDIC MIDCO: S&P Alters Outlook to Stable, Affirms 'B' ICR
-----------------------------------------------------------
S&P Global Ratings revised its outlook on Dutch chemical
distributor Caldic Midco B.V. (Caldic) to stable from negative and
affirmed its 'B' long-term issuer credit rating on the company.

S&P said, "The stable outlook reflects our view that the company
will continue to benefit from resilient end-markets with sound
growth prospects and good profitability, while generating free
operating cash flow (FOCF) in excess of EUR30 million in 2021, with
adjusted leverage of about 6.2x-5.8x.

"We also affirmed our 'B' issue rating on the senior secured
revolving credit facility (RCF) and the first-lien senior secured
term loan, with a recovery rating of '3' (recovery rate: 60%).
Additionally, we assigned our 'CCC+' issue rating, with a recovery
rating of '6' (recovery rate: 0%), to the second-lien term loan.

"We believe Caldic's market position and profitability will benefit
from recent acquisitions.Caldic recently acquired Brand-Nu
Laboratories Inc. and BNL Sciences Ltd., two value-added services
distributors of specialty chemicals for the pharmaceutical and
biopharmaceutical industries located in the U.S. and Ireland, which
together had a revenue contribution of about EUR100 million and
EBITDA of about EUR20 million for 2020. Caldic funded the cash
consideration of the acquisition of about EUR121 million with part
of the proceeds from the disposal of its tank storage and
production facilities. We expect Brand-Nu and BNL will make a
positive contribution to Caldic's exposure to resilient end-markets
and significantly improve the group's profitability, while
complementing its presence in EURope and North America.

"Following a decline in recent years, we forecast S&P Global
Ratings-adjusted EBITDA margins to improve to 9%-10% in
2021-2022.Caldic's profitability has been declining over the past
two years due to numerous one-off costs, mostly related to
acquisitions, restructuring, and footprint optimization measures,
as well as projects aimed at improving pricing and salesforce
effectiveness. We believe that such projects are now completed and
most of the efficiency gains will kick in from 2021. Combined with
the significant contribution from acquisitions, we expect these
gains will lead to EBITDA margin improving to 9%-10% in 2021 and
2022, from about 8% in 2020 pro forma the acquisitions. This is
higher than the profitability of comparable chemicals distributors
such as Azelis and Barentz, with EBITDA margin of about 7.0-8.0%.

"We forecast adjusted debt to EBITDA of about 6.0x-5.5x for Caldic
in 2021-2022.We expect that Caldic's EBITDA will increase to about
EUR85 million-EUR95 million from 2021, which will support
deleveraging to about 5.8x-6.2x in 2021 and 5.4x-5.6x in 2022, from
about 8x in 2020, pro forma the acquisitions. Our assessment of
Caldic's financial risk continues to be constrained by the group's
high adjusted gross debt of about EUR505 million as of end-2020,
which includes EUR369 million equivalent of senior debt, EUR84
million of second lien debt and EUR7 million of other bank debt. On
top of this, we make sizable adjustments to the debt of about EUR47
million in relation to operating leases, pension liabilities, and
guarantees.

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

"We expect that Caldic will perform well in terms of cash flow
generation in 2021, despite the tough market environment.Caldic has
a track record of strong cash conversion, thanks to its asset-light
business model with limited maintenance capital investment needs
and a continuous focus on working capital management, which
explains its resilient operating cash flow for 2020, despite the
negative impact of the COVID-19 pandemic. Although we forecast
normalized working capital outflow of about EUR10 million-EUR12
million from 2021 following an inflow in 2020, we expect that
higher profitability and effective cost management will continue to
support cash flow generation, leading to FOCF to debt above 6% over
the next two years."

Caldic's business risk profile continues to reflect its relatively
small size and a fairly high concentration in mature markets. S&P
said, "Although Caldic will have a larger scale of operations
following the acquisitions, with expected pro forma revenue of
about EUR890 million as of end-2020, we believe that the gap with
some competitors such as Azelis and Barentz remains. Our analysis
also acknowledges the company's concentration in mature markets,
notably EURope and North America, and the highly fragmented nature
of the industry with increasing competition from larger players,
such as Brenntag, as well as other chemicals companies, such as
DSM, moving downstream. As such, we continue to view the company's
limited size and scope as constraining factors for the rating."
The company's strong market position in resilient end-markets and
its long-lasting relationships with its principals mitigates
concentration risks. Caldic has continuously shifted, including
through acquisitions, to a service provider for specialty-type
products with more value-added services. This is especially focused
on the pharmaceutical and food industry, which has higher margins
and better resilience to cycles than the distribution of industrial
chemicals. As a small distributor, the company shows very favorable
diversification by supplier and customer base, with longstanding
relationships with its key accounts. The relatively low fixed-cost
base will also support the company's profitability from 2021. The
resilient business model, to some extent, mitigates the high
leverage the company is carrying for the current 'B' rating level.

S&P said, "The stable outlook reflects our view that Caldic will
continue to show resilient performance following the acquisitions,
and significantly improve its profitability, supported by good
growth prospects in its end-markets. We expect adjusted debt to
EBITDA will gradually decrease to below 5.5x-6.0x over the coming
two years and anticipate that Caldic will continue to generate
positive FOCF."

S&P could lower the ratings if:

-- Caldic pursued larger-than-expected debt-funded acquisitions,
resulting in adjusted debt to EBTIDA materially exceeding 6.5x for
a prolonged period;

-- The group experienced adverse operational developments, such as
lagging growth in mature markets, lost market share, or
unanticipated one-off costs, leading to materially lower EBTIDA;

-- Caldic and its sponsor were to follow a more aggressive
strategy with regards to shareholder remuneration; or

-- Caldic reported neutral to negative free cash flow, although
S&P views this as unlikely at this stage.

-- S&P believes that a positive rating action is remote at this
stage, given the high amount of debt in the capital structure.

That said, S&P could consider an upgrade if:

-- Caldic managed to reduce gross debt using cash flow generated
in the coming years, leading to adjusted debt to EBITDA below 5x;
or

-- There was strong commitment from the owners to support
deleveraging and preserve credit metrics in line with a higher
rating.




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

NOVO BANCO: DBRS Confirms B(high) LongTerm Issuer Rating
--------------------------------------------------------
DBRS Ratings GmbH confirmed the ratings of Novo Banco, S.A. (NB or
the Bank), including the Long-Term Issuer Rating of B (high) and
the Short-Term Issuer rating of R-4. The Bank's Deposit ratings
were confirmed at BB (low)/R-4, one notch above the IA, reflecting
the legal framework in place in Portugal which provides full
depositor preference in bank insolvency and resolution proceedings.
At the same time, the trend on the Bank's long-term ratings remains
Negative, while the trend on the Short-Term Issuer and Deposit
ratings is Stable. The BB (high)/R-3 Critical Obligations Ratings
were confirmed with Stable trend. The Bank's Intrinsic Assessment
(IA) was maintained at B (high) and the Support Assessment remains
unchanged at SA3. A full list of rating actions is included at the
end of this press release.

KEY RATING CONSIDERATIONS

The confirmation of the ratings reflects the Bank's continued
progress in reducing its Non-Performing Loans (NPLs) and other
non-core assets, the expected further capital support through the
Contingent Capital Agreement (CCA) from the Portuguese Resolution
Fund, as well as the Bank's relatively stable franchise as the
fourth largest Corporate bank in Portugal. Nonetheless, the ratings
continue to reflect the Bank's still large stock of problem assets
and its weak profitability. Albeit improving, NB's gross NPL ratio,
which stood at 8.9% at FY20, from 11.8% at FY19, remains higher
than the European average and the large stock of legacy problem
assets continues to be a drag on the Bank's results. For FY 2020,
NB posted a net loss of EUR 1.3 billion, following a negative
result of EUR 1.1 billion in 2019.

The Negative trend on NB's long-term ratings considers the risks
for the Bank's financial position and its restructuring plan
stemming from the ongoing economic disruption caused by the
COVID-19 pandemic. For the time being, policy support measures
including furlough schemes, loan moratoria and state guaranteed
loans have helped to mitigate the impact. However, in our view,
risks for asset quality will be more pronounced when these measures
are withdrawn. At YE 2020, NB had EUR 6.9 billion of loans under
moratoria, accounting to around 27% of the its loan book, and the
bulk of it will expire in Q3 2021.

In addition, we also consider the weaking of the Bank's capital
ratios at YE 2020, as well as the increased uncertainty surrounding
the expected capital injection under the CCA. This follows on from
the decision of the Portuguese parliament to block the inclusion of
new funds in the 2021 state budget.

NB's BB (high) / R-3 Critical Obligations Ratings were confirmed
with a Stable Trend. This reflects DBRS' expectation that, in the
event of a resolution of the Bank, certain liabilities (such as
payment and collection services, obligations under a covered bond
program, payment and collection services, etc.) have a greater
probability of avoiding being bailed-in and are likely to be
included in a going-concern entity.

RATING DRIVERS

A rating upgrade is unlikely given the Negative trend, however, the
Trend could revert to Stable if the capital uncertainty decreases
and the Bank improve its capital ratios. In addition, the Bank will
need to demonstrate its ability to restore profitability.

A downgrade could arise from deterioration in the Bank's capital
position or a further deterioration in asset quality.

RATING RATIONALE

The CCA is a key part of the process which led to the European
Commission's (EC) approval, under EU State Aid rules, for
Portuguese aid in the sale of Novo Banco in 2017. As of end-2019,
NB has received CCA compensation totaling EUR 2.98 billion. The
amount still available for NB under the CCA is up to around EUR 900
million, of which around EUR 600 million was requested by the Bank
for the loss incurred in 2020. Up until now the support from CCA
has been timely and predictable. Despite the current political
uncertainty, we believe that a solution will be found given the
Prime Minister and Finance Minister have publicly said that the
Portuguese authorities will keep their commitments under the CCA,
supporting our view that additional capital will be provided to NB
in Q2 2021.

The CCA has proved effective in supporting the Bank's restructuring
plan and de-risking process agreed with the DG comp. In 2020, NB
continued to reduce its NPLs and real-estate assets and, as part of
its strategic refocus on the core business in Portugal, the Bank
announced the sale of its Spanish operations.

NB's gross NPL stock decreased by 27% to EUR 2.5 billion at
end-2020, while the gross NPL ratio fell to 8.9% from 11.8% at
end-2019, thanks to a combination of cures, write-offs and
disposals covered by the CCA. Despite this reduction, the Group's
risk profile is still affected by the large stock of impaired
assets, especially in the SME and corporate sectors, and its NPL
ratios continue to compare unfavorably with domestic and
international peers.

However, the ongoing economic disruption due to COVID-19 is likely
to contribute to the formation of new NPLs and increase the
execution risk for the Bank's NPL reduction plan, when the policy
support measures are withdrawn. At end-2020, NB had EUR 6.9 billion
of loans under moratoria which represent a sizeable 27% of the
gross loan book. This portion is much higher than its domestic and
international peers.

In addition to legacy issues, the economic impact from COVID-19 led
to higher provisions and revenues pressure in 2020. Total
impairment charges and provisions amounted to EUR 1.2 billion in
2020, of which EUR 269 million were for COVID-19 following the
revision of the risk models and the update of macro assumptions,
EUR 524 million for credit impairments on legacy assets, and EUR
166 million for the discontinuation of the Spanish operations. The
lockdown measures have also led to lower fees from payment systems
and lending products, while net income stayed largely flat on the
back of higher loan volumes in the corporate and SME sectors,
support from TLTRO funds as well as lower funding costs helped by
re-pricing actions.

The Bank's deposits largely remained flat in 2020 at EUR 26 billion
(pro-forma excluding the Spanish operations) and accounted for 59%
of total assets at 2020. Funding and liquidity conditions also
benefited from the measures announced by the ECB to counter the
impact of the pandemic. The provision of TLRO III funds contributed
to the extension of the maturity profile and an increase in Novo
Banco's NSFR to 113% from 101% at end-2019.

NB's capital ratios weakened in 2020, as the loss for the year was
higher than the CCA amount expected to be paid in Q2 2021. The Bank
reported phased-in CET1 and total capital ratios at 11.3% and
13.3%, including the CCA call for 2020, respectively, down from
13.5% and 15.1% at end-2019. Capital support under the CCA will end
with the run-down of the legacy portfolio presumably in 2021-2022,
and the Bank will need to demonstrate its ability to generate
earnings to build capital.

Notes: All figures are in EUR unless otherwise noted.




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

BANK URALSIB: S&P Affirms 'B/B' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings affirmed its 'B/B' long- and short-term issuer
credit ratings on Bank URALSIB (PJSC). The outlook is stable.

S&P said, "The affirmation reflects our view that over the past
year Bank URALSIB has preserved a stable credit profile with only
slight deterioration of its asset quality caused by the COVID-19
pandemic. It also incorporates our expectations that the bank will
likely maintain its substantial capital buffer, which will support
business growth and absorb new credit losses over the next two
years.

"In our view, the impact on the bank's asset quality of last year's
economic slump in Russia was relatively modest. We credit this to
management's contained risk-appetite for lending growth in previous
years, good industry and single-name diversity of its loan
portfolio, and relatively low exposure to the most affected sectors
such small and midsize enterprises, commercial real estate, and
transport. Last year, the bank, ranked 21st in Russia by total
assets, restructured only about 7.7% of its loan portfolio versus
the systemwide average of 11.0%, while the bank's 1.9% cost of risk
was similar to larger Russian banks. At the same time, the bank's
share of problem assets increased only insignificantly to 11.6% in
2020 from 11.1% in 2019. We, note, however, that this is still
higher than the system average of about 8.0%, reflecting legacy
problem assets on the bank's balance sheet and the recent increase
of problem loans in the bank's retail portfolio due to COVID-19. We
do not think that the legacy assets represent a material risk for
the bank since their provisioning coverage exceeds 80%. We also
expect that the bank will continue its efforts in 2021-2022 to
improve its asset quality, including the retail portfolio. That
said, we believe that there remains high, albeit moderating,
uncertainty about the evolution of the pandemic and its effect on
the Russian economy and asset quality in the Russian banking
system.

"We view positively the bank's accelerated execution of the
financial rehabilitation plan approved by the central bank in 2017.
As of March 1, 2021, the bank was already compliant with the
minimum regulatory ratio, including Basel 3 buffers (the capital
adequacy ratio was 11.25% versus the regulatory minimum of 10.5%).
We do not exclude that the bank might finalize its rehabilitation
earlier than 2025.

"We expect that Bank URALSIB will maintain its sizable capital
buffer, with our risk-adjusted capital ratio remaining in the range
of 8.0%-8.5% through year-end 2022. Management maintains a limited
risk appetite for lending growth in the corporate segment and will
prioritize growth in retail business as well as transaction and
guarantee business with corporate clients. We expect that the
bank's profitability will gradually recover over the next two
years, but it will likely remain below 10% due to still relatively
weak operating efficiency when excluding volatile market-sensitive
income.

"We expect that URALSIB's funding profile will be stable, thanks to
established customer relations in both corporate and retail
segments. We also expect that URALSIB will keep its ample liquidity
cushion. Cash, bank deposits, and liquid securities unpledged under
repurchase agreements constituted more than 35% of total assets on
April 1, 2021.

"The stable outlook reflects our expectation that over the next 12
months Bank URALSIB will preserve its adequate capital buffer and
high liquidity, and that its asset quality will gradually improve,
moving closer to the systemwide average.

"We could take a positive rating action over the next 12-18 months
if the bank reduced its stock of problem assets, with the share of
Stage 3 loans becoming similar to that of Russian rated peers.

"Although less likely, we could take a negative rating action if
the bank's asset quality unexpectedly deteriorated, for example,
due to weaker than expected performance of its customers with
restructured debt, or in case of deviation from currently
conservative lending and capital management policies."


SUEK JSC: Fitch Affirms 'BB' LT FC IDR, Alters Outlook to Stable
----------------------------------------------------------------
Fitch Ratings has revised the Outlook on JSC SUEK's Long-Term
Foreign-Currency Issuer Default Rating (IDR) to Stable from
Negative and affirmed the IDR at 'BB'.

The Stable Outlook reflects Fitch's expectation that the company's
funds from operations (FFO) gross leverage will return to
manageable levels of 3.1x-3.2x from 2021 after its peak in 2020, as
the company shifts from the period of large debt-funded
acquisitions towards balance sheet repair, supported by strong cash
flow generation. Acquisitions since 2018 have transformed the
company from a predominantly coal mining company into an integrated
mining, logistics and energy-generation company with a notable
domestic market share in each segment. The new business profile
reduces earnings volatility, with the power-generation segment -
which contributes to more stable cash flows - now accounting for
around one third of the group's EBITDA.

The rating is also supported by the company's position among the
leading thermal coal exporters globally and the sixth-largest
company in Russia based on power generation, its healthy margins
and positive free cash flow (FCF) generation through the cycle.

KEY RATING DRIVERS

2020 Performance Aligned with Expectations: SUEK's coal export
volumes remained flat in 2020 despite the global drop in coal
demand due to the company reallocating sales from the Atlantic to
the Asian market, its focus on premium coals, and its partial
volume hedges. SUEK's own coal exports grew by 5 million tones
(mt), offset by reduced third-party coal sales.

The EBITDA of the coal and logistics segments (62% of group EBITDA
in 2020) decreased by around 20% due to lower sales prices.
Conversely, the energy segment performed well with M&A-driven
growth of its 2020 EBITDA. As a result, the group's EBITDA
(post-IFRS 16 adjustment) shrank by 4% to USD1.7 billion and was
largely in line with Fitch's expectations.

Higher Leverage after Acquisitions: SUEK's inorganic growth has
transformed its business profile from predominantly being a coal
miner into an integrated coal and energy-generation company, with
logistics operations that mainly support its coal sales. The
diversification into power generation has reduced the coal-driven
earnings volatility, made the company bigger, and boosted
integration across the value chain.

SUEK acquired Siberian Generating Company LLC (SGK), a ports and
logistics infrastructure company, from the shareholder and related
party EuroChem Group AG, and purchased other generating companies
and railcar operators from third parties. The company has spent
over USD3.5 billion on debt-funded acquisitions in the past four
years, which, coupled with a weakening coal market, increased FFO
gross leverage to over 4x in 2019-2020 - above the company's
negative rating sensitivity of 3.5x.

Deleveraging Expected: Fitch expects that SUEK's EBITDA in 2021
will increase by around 40% yoy to USD2.4 billion as thermal coal
demand and energy-generation recover. Fitch expects that thermal
coal prices will fall later in the year. SUEK's contracted coal
sales, covering over one third of its 2021 export volumes, will
support its 2021 earnings. Fitch projects SUEK's EBITDA to be
USD2.1 billion-2.2 billion mid-cycle.

Fitch expects that the company will use substantial FCF generated
during 2021-2022 for debt reduction, which will decrease FFO gross
leverage towards 3.1x-3.2x, which is within Fitch's rating
sensitivities. The company's internal net debt/EBITDA target is
2x-2.5x. Further asset consolidation might be possible due to the
company's recent inorganic growth. Fitch does not incorporate large
acquisitions in the rating case as Fitch treats them as an event
risk. The company has some headroom under its leverage
sensitivities, has demonstrated capex flexibility during downturns,
and has not paid material dividends since 2011.

Large Integrated Business: SUEK is one of the largest seaborne
thermal coal exporters globally and is the largest supplier of
thermal coal in Russia. In 2020, it exported half of its 101
million tonne output to the APAC and Atlantic markets. All of its
export coal is high quality. Over half of the domestic coal sales
are to captive generating facilities. Most of SUEK's generation
assets are in Siberia near its mining assets. The company's
installed capacity is 17.5GW. SUEK's logistics business consists of
several ports and a substantial railway fleet and provides
transportation services mainly for the company's coal sales. The
coal and logistics segments accounted for two-thirds of group
EBITDA, with the remaining one third coming from the power
division.

Stable Energy Segment: SUEK accounts for 6% of domestic electricity
supply in Russia and 20% in Siberia. Energy sales are evenly split
across electricity, capacity and heat and generate a fairly stable
cash flow. SGK is SUEK's core energy asset. Capacity supply
agreements (CSA) cover 27% of SGK's capacities, which supports
predictability of SGK's cash flows until 2024 when high CSA-driven
earnings end and Fitch expects the segment's EBITDA to return
towards USD600 million from almost USD700 million in 2021-2023.
SUEK will actively participate in the CSA-2 programme and aims to
boost its co-generation of heat and electricity by 25% by 2025.

Global Thermal Coal Market: Thermal coal remains a key energy
source, with over a 35% share in global power generation. The
International Energy Agency estimated that demand for coal dropped
by 5% in 2020 against a 1.5% decline in energy consumption as
cleaner energy sources were prioritised. Demand is expected to
recover by 2.6% in 2021 and is likely to flatten in the next few
years.

Demand will grow in emerging markets, in particular in India,
Pakistan, and Vietnam where coal-fired power dominates generation,
while the share of coal in primary energy demand in China will
marginally decrease as China moves towards net zero. Given that the
EU and US now account for only 10% of the global demand,
contraction in these regions will have a limited impact on the
global market.

Energy-Transition Risks: SUEK's earnings from coal exports are
exposed to the energy-transition risks. SUEK's high-quality and
low-cost coal, and its plans to expand shipment capacities to Asia,
will mitigate the reduced European demand driven by its leadership
in the push for clean energy. SUEK's APAC shipments vary across
countries, and benefit from the region's significant reliance on
coal in generation. The domestic Russian market is less exposed to
energy-transition risks due to lagging regulation and a high share
of coal in the Siberian energy balance.

Competitive Cost Position: SUEK has low cash production costs,
underpinned by a high share of open-pit-mined coal, a weak Russian
rouble, and efficiency improvements. It is self-sufficient in
processing, washing and logistics infrastructure, with control over
80% of railcars and transhipment via own ports. SUEK's mining
assets are further from its export sea ports than global mining
peers', but the company's assets on average are positioned on the
lower part of the global cost curve by total business costs.

DERIVATION SUMMARY

SUEK is Russia's top thermal coal producer, operating 27 mines in
several regions, and one of the largest exporters of seaborne
thermal coal globally. SUEK has partial downstream integration into
27 coal-based power plants, and operates five sea ports and a large
railcar fleet. SUEK is comparable with AO Holding Company
METALLOINVEST (BB+/Stable) in scale and diversification, as both
companies are among the top 10 global producers of specific
commodities. Metalloinvest, which produces iron ore, has a better
cost position and higher mine life than SUEK, but SUEK's operations
are more diverse, with several mines located across a number of
Russian regions, while Metalloinvest has two large mines in one
region. Metalloinvest is integrated in steelmaking, while SUEK's
energy- and power-generation segments contribute around one third
to its EBITDA.

PJSC Polyus (BB/Positive) is the largest gold producer in Russia
and is among the lowest-cost gold producers with an ample large
reserve base. Polyus has similar scale to SUEK but is focused only
on mining. Both Polyus and Metalloinvest have superior
profitability to SUEK, but SUEK's energy generation ensures
relatively stable cash flow. FFO gross leverage is around 2.0x-2.5x
for Metalloinvest and Polyus. SUEK's higher leverage of 3x-3.5x
reflects the pressure from low thermal coal prices beyond 2021 and
recent M&A activities.

Indonesian coal peers PT Bayan Resources Tbk (BB-/Stable) and PT
Indika Energy Tbk (BB-/Negative) are smaller with slightly above
30mt thermal coal production a year each, have lower mine life,
higher concentration on one key mine and are subject to mining
concessions renewal in the next three or four years. Bayan has a
stronger cost position, higher profit margins and has low leverage.
Indika has an integrated business model across mining, engineering
and construction, although its mining operations are less
profitable. Indika's rating is on a Negative Outlook due to it
having little leverage headroom, with FFO net leverage at or above
3x.

Another Indonesian peer is PT Adaro Indonesia Tbk (BBB-/Stable) is
the second-largest Indonesian thermal coal producer, with around
60mt production expected in 2021. Adaro is integrated in mining
services and logistics. The company's parent has a joint venture
that operates two small scale new power stations, one of which is
to commence operations in 2021. High level of integration, similar
to SUEK, provides a high level of flexibility and reduces earnings
volatility. Adaro's FFO net leverage is around 2x-2.5x.

KEY ASSUMPTIONS

-- Thermal coal Newcastle 6,000 kcal/kg FOB at USD75/t in 2021,
    USD66/t in 2022-2024, in line with Fitch's mid-cycle commodity
    price assumptions and the company's hedges for 2021;

-- Domestic coal price growth at or slightly below rouble
    inflation;

-- Energy segment EBITDA at around USD600 million-700 million a
    year over 2021-2024;

-- Coal sales volumes increase by high mid-single digit in 2021
    2022 on mining expansion and sales to Asia, returning to
    around 130 million tonnes (including third-party coal) towards
    2023-2024;

-- Capex around USD1 billion per year in 2021-2024;

-- USD/RUB exchange rate averaging 74.1 in 2021, 71.5 in 2022,
    and 70 in 2023 and thereafter;

-- No dividend payment in 2021-2022, start of dividend payment
    afterwards;

-- Bolt-on acquisitions, including Tuapse and Murmansk bulk
    terminals, resulting in an average annual cash outlay of
    USD200 million over 2021-2024.

RATING SENSITIVITIES

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

-- FFO gross leverage sustainably below 2.5x, combined with an
    extended and smoother debt maturity profile.

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

-- Subdued coal markets, aggressive dividends or M&A driving FFO
    gross leverage sustainably above 3.5x;

-- Negative FCF on a sustained basis;

-- EBITDA margin sustainably below 20%;

-- Failure to maintain a liquidity ratio above 1x.

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 Tightens after 2021: At 31 December 2020 SUEK's liquidity
was manageable with reported USD1,732 million short-term debt
balanced against the USD183 million cash balances, USD0.7 billion
expected 2021 FCF and USD0.9 billion unused committed credit
facilities with an availability period beyond end-2021. After 2021,
liquidity will become tight as debt maturities stay high and exceed
USD1 billion in both 2021 and 2022, with further post-2021 FCF
moderation. The company also has USD0.8 billion uncommitted credit
facilities.

SUEK's medium-term liquidity position has historically been
fragile, as the company is reliant on its ability to refinance the
upcoming maturities of its front-loaded debt portfolio with
pre-export financing, bilateral bank loans or bonds, as repeatedly
demonstrated in the first half of each of the past several years -
including 2020.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Fitch has reclassified leases of USD617 million as other
    liabilities. Furthermore, Fitch has reclassified the USD168
    million of depreciation of right-of-use assets and the USD63
    million of interest on lease liabilities as lease expenses,
    reducing Fitch-calculated EBITDA by USD231 million in 2020.

-- The amount payable for the acquisition of the Tuapse and
    Murmansk bulk terminals of USD282 million was reclassified
    from other payables to debt.

-- Fitch adjusted debt by the cross-currency swap hedging
    liabilities, net of assets, by USD306 million.

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
=========

IM CAJA LABORAL 1: Fitch Affirms CCC Rating on Class E Notes
------------------------------------------------------------
Fitch Ratings has affirmed IM Caja Laboral 1, FTA and IM Caja
Laboral 2, FTA. The Outlooks on IM Caja Laboral 1's class B, C and
D notes have been revised to Positive from Stable. The Outlooks on
the the remaining tranches are Stable.

        DEBT                        RATING         PRIOR
        ----                        ------         -----
IM Caja Laboral 2, FTA

Class A ES0347552004         LT  AAAsf  Affirmed   AAAsf
Class B ES0347552012         LT  A+sf   Affirmed   A+sf
Class C ES0347552020         LT  Bsf    Affirmed   Bsf

IM Caja Laboral 1, FTA

Class A ES0347565006         LT  AAAsf  Affirmed   AAAsf
Class B ES0347565014         LT  AA+sf  Affirmed   AA+sf
Class C ES0347565022         LT  A+sf   Affirmed   A+sf
Class D ES0347565030         LT  A-sf   Affirmed   A-sf
Class E (RF) ES0347565048    LT  CCCsf  Affirmed   CCCsf

TRANSACTION SUMMARY

The transactions are securitisations of fully amortising Spanish
residential mortgages originated and serviced by Caja Laboral
Popular Cooperativa de Credito (BBB+/Negative/F2).

KEY RATING DRIVERS

Resilient to Coronavirus Additional Stresses: The affirmations
reflect Fitch's view that the notes are sufficiently protected by
credit enhancement (CE) and excess spread to absorb the additional
projected losses driven by the coronavirus and the related
containment measures. These are producing a very challenging
business environment and increasing unemployment in Spain. Fitch
performed sensitivity analysis based on a downside coronavirus
scenario whereby a more severe and prolonged period of stress is
assumed. This has been modelled as a further 15% increase to the
portfolio weighted average foreclosure frequency (WAFF) and a 15%
decrease to the WA recovery rates (WARR). See: "EMEA RMBS: Criteria
Assumptions Updated due to Impact of the Coronavirus Pandemic" at
www.fitchratings.com.

The resilience of the transactions to these scenarios is reflected
by the revision of the Outlooks on IM Caja Laboral 1's class B, C
and D notes and the Stable Outlooks on the other tranches. The
Outlook revision signals the possibility of upgrades in the medium
term, subject to the transaction's general performance trends.

CE Trends: The affirmations also reflect Fitch's view that CE
protection is sufficient to mitigate the immediate risks associated
with Fitch's base-case coronavirus scenario. Fitch expects CE
ratios will remain broadly stable in the short term for both
transactions as the notes continue to amortise pro-rata. For both
transactions, the notes will amortise strictly sequentially when
the outstanding portfolio balance represents less than 10% of their
original amount (currently around 17% and 47%).

Zero Take-up Rates on Payment Holidays: Fitch does not expect the
Covid-19 emergency support measures introduced by the Spanish
government and lenders for vulnerable borrowers to negatively
impact the SPV's liquidity positions. As of February 2021, both
transactions feature zero payment holidays take-up rates (versus
the Spanish national average of around 9.0%). As of January 2021,
the current liquidity position (reserve funds) is 3.4% and 8.2% of
the current note balance for IM Caja Laboral 1 and IM Caja Laboral
2, respectively. This is sufficient to cover more than three months
of senior cost and interest payments on the notes.

Portfolio Risky Attributes: The portfolios are materially exposed
to loans granted to self-employed borrowers (more than 11% of
Current Portfolio Balance). This is accounted for in Fitch's credit
analysis by applying a FF adjustment of 170%.

To address the regional concentration risk of the portfolios
(especially in the Basque Region, Navarra and Castilla-Leon), Fitch
applied higher rating multiples to the base FF assumption to the
portion of the portfolios that exceed two and a half times the
population within this region relative to the national count.

RATING SENSITIVITIES

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

-- IM Caja Laboral 1 and 2's class A notes are rated at the
    highest level on Fitch's scale and cannot be upgraded.

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

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

-- Fitch's Spanish structured finance ratings are capped at six
    notches above Spain's Long-Term Local Currency Issuer Default
    Rating (IDR; A-/Stable as of April 2021). For Laboral 1 and
    2's class A notes, a downgrade of Spain's IDR could decrease
    the maximum achievable rating for Spanish structured finance
    transactions.

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

Overall, Fitch's assessment of the information relied upon for the
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

ESG CONSIDERATIONS

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

IM SABADELL 11: DBRS Places B(high) Rating on B Notes Under Review
------------------------------------------------------------------
DBRS Ratings GmbH placed the following ratings Under Review with
Negative Implications:

Belgian Lion NV/SA. Compartment Belgian Lion SME III

-- Class A1 Notes rated AAA (sf)
-- Class A2 Notes rated AAA (sf)

Civitas SPV S.r.l. – Series 2019-1

-- Class B Notes rated BBB (low) (sf)

IM BCC Capital 1, FT

-- Class A Notes rated AA (sf)

Fanes S.r.l. – Series 2020-1

-- Class A Notes rated A (sf)

DBRS Morningstar placed the following ratings Under Review with
Positive Implications:

IM Sabadell PYME 11, FT

-- Series B Notes rated B (high) (sf)

CaixaBank PYMES 12, FT

-- Series A Notes rated AA (low) (sf)
-- Series B Notes rated B (low) (sf)

abc SME Lease Germany S.A., acting in respect of its Compartment 6

-- Class B Notes rated A (high) (sf)

DBRS Morningstar also rates notes in these transactions that it did
not place Under Review and are therefore not listed above.

KEY RATING DRIVERS AND CONSIDERATIONS

DBRS Ratings Limited and DBRS Ratings GmbH identified an
implementation inconsistency in its SME Diversity Model version
2.4.2.0 (the Model) that is described in its "Rating CLOs Backed by
Loans to European SMEs" methodology, last published in September
2020. The Model is used to assign ratings in European Structured
Credit, European ABS, and European Covered Bonds.

The aim of the SME Diversity Model is to produce stressed default
rates for use in a cash flow tool that tests specific tranches' or
notes' ability to withstand stress assumptions at each rating
level. The inconsistency relates to the Model's results being
dependent on how the analyzed portfolio is sorted, which can cause
unexpected variations in the stressed lifetime default rates for a
given pool of credits. DBRS Morningstar expects that the affected
ratings could either be up to two notches higher or lower following
its correction of the Model. The Under Review rating actions do not
reflect the performance of the transactions and are solely the
result of the correction of such inconsistency. Ratings that are
Under Review can also be confirmed at the end of the review
period.

Notes: All figures are in Euros unless otherwise noted.


WIZINK MASTER: DBRS Confirms BB(high) Rating on Class C Notes
-------------------------------------------------------------
DBRS Ratings GmbH confirmed its ratings on the notes issued by
Wizink Master Credit Cards Fondo de Titulización (the Issuer) as
follows:

-- Series 2018-01, Class A Notes at AA (sf)
-- Series 2018-01, Class C Notes at BB (high) (sf)
-- Series 2019-01, Class A Notes at AA (sf)
-- Series 2019-01, Class C Notes at BB (high) (sf)
-- Series 2019-02, Class A Notes at AA (high) (sf)
-- Series 2019-02, Class C Notes at BB (high) (sf)
-- Series 2019-03, Class A Notes at AA (sf)
-- Series 2019-03, Class C Notes at BB (high) (sf)

The ratings address the timely payment of scheduled interest and
the ultimate repayment of principal by the legal final maturity
date.

The programme is a securitization of credit card receivables
related to credit agreements granted to individuals in Spain,
originated and serviced by WiZink Bank SA (the seller).

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

-- Portfolio performance of the Issuer, in terms of delinquencies,
charge-off, principal payment, and yield rates as of the February
2021 payment date.

-- The ability of programme- and series-specific structures to
withstand stressed cash flow assumptions.

-- No programme revolving termination event has occurred.

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

-- DBRS Morningstar's sovereign rating of the Kingdom of Spain at
"A" with a Stable trend.

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

PROGRAMME AND TRANSACTION STRUCTURE

The programme incorporates separate interest and principal
waterfalls during the programme revolving and programme
amortization periods that allocate the available funds including
reserve fund and collections of interest, principal, and recoveries
from receivables to each specific notes series.

The programme has an indefinite revolving period. During this
period, additional receivables may be purchased by the Issuer,
provided that the eligibility criteria set out in the transaction
documents are satisfied. For this Issuer, the revolving termination
events are set at the programme level, instead of series-specific
ones. Occurrence of such events would lead to early amortization of
all outstanding notes at the same time, subject to series-specific
waterfalls and allocation percentages.

Credit enhancement available to the notes series during the
amortization period consists of subordination of the junior notes
and SICF note, potential overcollateralization, and excess spread.

The programme also includes a general reserve that is available to
cover the shortfalls in senior expenses, swap payments if
applicable, and interest on the Class A notes of the entire
programme. The general reserve is amortizing, subject to a floor
amount of 0.5% of the initial Class A notes balance of all notes
series.

A commingling reserve facility is also available to the Issuer
following the servicer's breach of its payment obligations. The
required amount is equal to 1.5% of outstanding receivables.

COUNTERPARTIES

Banco Santander S.A. is the issuer account bank for the programme
and BNP Paribas Securities Services, Sucursal en España, is the
excess account bank. Based on DBRS Morningstar's ratings of both
Banco Santander S.A. and BNP Paribas Securities Services, and the
downgrade provisions outlined in the transaction documents, DBRS
Morningstar considers the risk arising from the exposure to the
issuer account bank and the excess account bank to be commensurate
with the ratings assigned.

PORTFOLIO ASSUMPTIONS, COVID-19 CONSIDERATIONS, AND KEY DRIVERS

The coronavirus and the resulting isolation measures have caused an
economic contraction, leading to increases in unemployment rates
and adverse financial impact on many borrowers. DBRS Morningstar
anticipates that delinquencies could continue to rise, and payment
and yield rates could remain subdued and volatile for many credit
card portfolios.

Monthly principal payment rate (MPPR) has been in the range of 10%
to 15%, which is higher than many continental European credit card
programmes and is influenced by the inclusion of full payments made
during the interest-free grace period. Based on the analysis of
historical data, macroeconomic factors, potentially permanent
changes in borrowers' payment behaviour, DBRS Morningstar reduced
the expected MPPR to 12.0% from 12.5% and a customized nonlinear
decline stress curve is applied in the cash flow analysis.

The yield has always been above 21% since the programme inception
until February 2020 when a noticeable reduction of approximately 4%
started to occur, mainly driven by the moratoria related to the
coronavirus outbreak and a Spanish supreme court ruling in March
2020, which deems the 26.82% contractual interest rate of one
specific WiZink Bank's credit card agreement usurious as it was
considered notably higher than the average normal money interest
rate published by Bank of Spain for the credit card segment at the
inception of this specific agreement. After considering the
historical trends and potential compression and set-off from
further usury rate litigation, DBRS Morningstar reduced the
expected yield to 17%.

The charge-offs reported by the Issuer since the programme
inception have been historically lower than the entire managed book
by approximately 3%. The noticeable better performance is due to
the eligibility criteria specifying nondelinquent receivables. The
most recent investor report as of February 2021 shows three- and
six-month average annualized charge-off rates of 7.7% and 9.3%,
respectively. Based on the analysis of historical data,
macroeconomic factors, positive selection of eligible receivables,
and portfolio-specific adjustment due to the coronavirus impact,
DBRS Morningstar maintained the expected charge-off rate at 9.25%.

As the receivables are unsecured and no static vintage data was
provided, DBRS Morningstar used a zero-recovery assumption in its
cash flow analysis.

Set-off risk exists for this programme as the seller takes
deposits. The set-off exposure would crystallize when the borrowers
are notified of the receivables assignment. There is, however, no
effective mitigant for set-off risk as the borrowers are not likely
to be notified until the seller insolvency occurs. To assess the
potential set-off impact, DBRS Morningstar assumes the borrowers
would most likely apply to the deposit protection scheme than set
off directly against the seller should the seller become insolvent.
As such, the Issuer could only be exposed to set-off limited by the
deposit amount above the protection scheme. The potential impact is
assessed in the cash flow analysis considering the likelihood of
seller insolvency over the tenor of the notes series.

Notes: All figures are in Euros unless otherwise noted.





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

DTEK RENEWABLES: Fitch Affirms 'B-' LT FC IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Ukraine-based electricity generation
company DTEK Renewables B.V.'s Long-Term Foreign-Currency Issuer
Default Rating (IDR) at 'B-' and removed it from Rating Watch
Negative (RWN). The Outlook is Stable.

The affirmation reflects the improved payment discipline of the
state-owned guaranteed buyer for the supplied electricity from
renewables producers and commencement of the repayment of
outstanding receivables to renewables generators for electricity
supplied in March-July 2020, although with a delay to initial
schedule.

KEY RATING DRIVERS

Improved Payment Discipline: The guaranteed buyer resumed payments
to renewable energy producers in August 2020 and fully paid DTEK
Renewables for electricity supplied in August-December 2020,
although the settlements are made in arrears. It has paid 81%-93%
for electricity supplied in January-March 2021. The company expects
payments for 1Q21 to be fully settled in 2Q21.

The company has curtailed its capex and operating expenditure in
2020, but weak cash flow generation will drive an increase to funds
from operations (FFO) leverage in 2020. Fitch conservatively
assumes about 90% receipt of due payments by the guaranteed buyer
from 2021. Lower settlements from the guaranteed buyer may weaken
the company's financial position and liquidity profile, and would
be negative for the rating.

Guaranteed Buyer's Debt Repayment: In 1Q21, the guaranteed buyer
partially repaid its accumulated debt to renewable energy producers
for electricity supplied in March-July 2020, by about 25% on a
pro-rata basis to all renewable energy producers. Fitch views the
commencement of the repayment of guaranteed buyer's debt
positively, although there is a delay to the initial repayment
schedule.

At end-1Q21 the guaranteed buyer's outstanding debt to DTEK
Renewables was EUR80 million (net of VAT), including EUR7 million
for electricity supplied in 1Q21. Fitch's rating case assumes that
DTEK Renewables will receive the money it is owed in 2021-2023.

New Wind Project: DTEK Renewables announced in March 2021 the start
of the construction of the first stage of Tiligul Wind Power Plant
(WPP) with installed capacity of 126MW in the Mykolaiv region. The
first stage will be financed from the remaining Eurobond proceeds
of about EUR121 million at end-2020. Fitch expects the company to
commission the assets in 2H22 to be eligible to the feed-in-tariff
(FiT) of 8.8 euro cents per kWh.

Regulatory Reforms Continued: The new law on renewable energy
signed in mid-2020 led to a downward revision of FiTs for WPPs and
solar power plants (SPPs), defined renewable energy producers'
liabilities for imbalances and introduced a green auctions scheme.
The other regulatory changes also provided for an upward revision
of transmission operator Ukrenergo's tariff, an increase of
electricity tariffs for households, and the abolishment of the
households' preferential tariff for 100kWh. These should enhance
the timeliness of settlements between energy market participants
and improve the overall balance of the system.

FX Exposure: DTEK Renewables remains exposed to foreign-exchange
(FX) fluctuations as over 85% of its debt, which was mainly used to
fund its investment programme, was denominated in euros at
end-1H20. The company generates revenue in Ukrainian hryvnia, but
tariffs are denominated in euros and converted quarterly by the
local regulator at the current euro-hryvnia rate, mitigating the
company's FX exposure. The company does not use any hedging
instruments, other than holding a portion of cash in euros.

Limited Liquidity: At end-1H20, the company had cash of UAH4.5
billion, including UAH3.8 billion (EUR127 million) of the remaining
green bonds proceeds, which the company intends to use to fund the
first stage of Tiligul WPP. For liquidity calculations, Fitch
includes UAH0.7 billion of cash and UAH1.3 billion in debt-service
reserve account and debt-service accounts (DSAs), which represent
restricted cash for bank debt repayment, against UAH1.9 billion of
short-term debt to non-related parties. Fitch expects short-term
debt to related parties of UAH1.3 billion to be netted from the
proceeds of repayment of loans (UAH6 billion at end-1H20) issued to
related parties.

Small Size: DTEK Renewables operated a 500MW wind farm and a 450MW
photovoltaic farm at end-2020 following the completion of projects
in 2019. This increased the company's portfolio to 950MW from 210MW
end-2018, but this is still smaller than that of most rated peers.
However, DTEK Renewables is one of the largest independent
producers of electricity from wind in Ukraine, with about 45% of
Ukraine's wind power capacity and 13% of the country's market for
renewable energy in terms of installed capacity at end-1H20.

DERIVATION SUMMARY

DTEK Renewables' closest peer is Uzbekistan-based hydro power
generator Uzbekhydroenergo JSC (UGE, B+/Stable, Standalone Credit
Profile (SCP) of 'b'). UGE is also exposed to an evolving
regulatory framework and risks associated with the local operating
environment. DTEK Renewables benefits from stronger asset quality
and long-term FiTs than UGE, but has lower business scale and
suffers from weaker payment discipline.

The peer group in Kazakhstan includes JSC Samruk-Energy
(BB/Positive, SCP of 'b+') and Limited Liability Partnership
Kazakhstan Utility Systems (B+/Stable), which mostly generate
electricity from coal and benefit from partial integration into
networks. Another peer is ENERGO-PRO a.s. (BB-/Negative), a hydro
producer in Bulgaria, Georgia and Turkey, which sells electricity
under FiTs and on the market. It benefits from more stable
regulation than DTEK Renewables and integration into networks.

DTEK Renewables' profitability is comparable with UGE, but is more
profitable than Samruk-Energy, Kazakhstan Utility Systems and
Energo-Pro. However, DTEK Renewables has a weaker financial profile
than peers due to higher leverage and weaker liquidity.

KEY ASSUMPTIONS

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

-- Domestic GDP to grow by 4.1% in 2021 and by 3.3%-3.8% in 2022
    2024; inflation at 7.1% in 2021 and 5%-6% in 2022-2024;

-- Average euro/hryvnia exchange rate of 33.6 in 2021 and gradual
    depreciation to 36 by 2024;

-- Remaining Eurobond proceeds of about EUR121 million to be
    invested in Tiligul WPP;

-- Tiligul WPP to commence operations in 2H22;

-- About 90% receipt of due payments by the guaranteed buyer from
    2021;

-- Guaranteed buyer's outstanding debt repayment, although with a
    delay to approved schedule;

-- Zero dividends in 2021-2022 and of UAH5 billion annually over
    2023-2024;

-- Generation volumes under P75 assumption based on independent
    reports or, if reports are unavailable, on management
    expectations.

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that DTEK Renewables would be a
    going concern in bankruptcy and that the company would be
    reorganised rather than liquidated.

-- A 10% administrative claim is assumed.

-- The assumptions cover the guarantor group only.

Going-Concern Approach

-- The going-concern EBITDA estimate reflects Fitch's view of a
    sustainable, post-reorganisation EBITDA level upon which we
    base the valuation of the company.

-- The going-concern EBITDA of Orlovsk WPP, Pokrovsk SPP and
    Trifanovka SPP of about EUR56 million.

-- Fitch assumes an enterprise value multiple of 3x.

-- These assumptions result in a recovery rate for the senior
    unsecured debt at 'RR4'. The recovery output is 41%.

RATING SENSITIVITIES

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

-- A longer record of full and timely settlement of electricity
    supplies by the guaranteed buyer and the settlement of
    outstanding debt to renewable energy producers by the
    guaranteed buyer, timely Tiligul WPP assets commissioning
    coupled with FFO leverage below 5x and FFO interest Cover
    above 2.5x on a sustained basis.

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

-- Liquidity ratio falling below 1x.

-- Disruption of payments from guaranteed buyer and/or non
    repayment or significant delay in the repayment of the
    guaranteed buyer's accumulated debt.

-- Downward revision of tariffs.

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.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Impairment of property, plant and equipment and intangible
    assets were excluded from 2019 EBITDA.

-- Restricted cash of UAH73 million on escrow account at end-2019
    was reclassified to restricted cash from cash and cash
    equivalents.

ESG CONSIDERATIONS

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



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

ARCADIA GROUP: Oxford Street Store Put Up for Sale for GBP420MM
---------------------------------------------------------------
Jasper Jolly at The Guardian reports that the prime location of
Topshop's Oxford Street store has gone on sale for as much as
GBP420 million in the latest step in the dismantling of Sir Philip
Green's retail empire.

According to The Guardian, a US property investment bank, Eastdil
Secured, is seeking buyers for the site after Mr. Green's company,
Arcadia, collapsed into administration in November.

The sale process has been named Project Infinity by administrators
at KPMG, who were appointed to oversee Redcastle (214 Oxford
Street) Limited, the Arcadia company that officially owned the
building, The Guardian discloses.

The building was valued at about GBP500 million as recently as two
years ago, The Guardian relays, citing the Sunday Times, which
first reported details of the sale process.  However, the pandemic
has accelerated the move to online shopping, meaning commercial
property values have fallen.

The private equity firm Apollo will receive the first GBP311.6
million of a sale of the property as it was Redcastle's senior
secured creditor, The Guardian states.  The Arcadia pension fund is
the second secured creditor, with a deficit of GBP185 million,
according to administrators' proposals, The Guardian notes.

Mr. Green took control of Topshop in 2002, when his investment
company bought Arcadia.  He made huge amounts of money from the
business, including a GBP1.2 billion dividend in 2005 to his Monaco
resident wife, Tina Green, the legal owner.

However, the retail businesses stuttered under pressure from more
nimble online rivals, and coronavirus pandemic closures eventually
forced Arcadia into administration, The Guardian recounts.

The collapse of Arcadia imperilled as many as 13,000 jobs and meant
the breakup of a group whose brands included Topshop, Topman, Miss
Selfridge, Dorothy Perkins, Evans and Burton, The Guardian notes.

Online retailer Asos bought the Topshop and Miss Selfridge brands
for GBP330 million in February, but did not buy any stores, The
Guardian relates.  Boohoo, an online fast fashion rival, paid GBP25
million for the Dorothy Perkins, Wallis and Burton brands The
Guardian states.

The administration of the various parts of Mr. Green's empire has
even included the sale of superyacht-style furniture from Arcadia's
boardroom, The Guardian discloses.


BUSINESS LOAN: Goes Into Administration
---------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that the peer-to-peer
lending arm of Thincats owner ESF Capital has been placed into
administration.

Geoff Bouchier and Robert Armstrong, both of Kroll, have been
appointed joint administrators of Business Loan Network, based in
Ashby de la Zouch, TheBusinessDesk.com relates.

The company was incorporated and started trading in 2010 operating
an electronic peer-to-peer platform, with retail and institutional
lenders investing in secured business loans.

In December 2019 the company took the decision to close the
platform to new business and following consultation with the FCA,
started a managed run-off plan in relation to loan recovery and
distribution to lenders, TheBusinessDesk.com discloses.

According to TheBusinessDesk.com, Geoff Bouchier, joint
administrator, said: "The directors of the company took this
decision, having regard to the company's present and likely future
financial position, in order to protect the interests of its
creditors as a whole.

"It is the intention of the joint administrators to continue to
wind-down the remaining loan book during the Administration
process.  The administrators have appointed ESF Capital, the
company's parent which has been providing services to support the
managed run-off plan prior to the administration, as wind down
servicer to assist in this process."


CENTRAL NOTTINGHAMSHIRE: Moody's Cuts GBP352MM Bond Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
underlying senior secured rating of the GBP352 million index-linked
guaranteed secured bonds due 2042 (the Bonds) issued by Central
Nottinghamshire Hospitals plc (the Issuer, ProjectCo or CNH). The
outlook remains negative.

RATINGS RATIONALE

The rating action reflects the continued delays in the finalisation
of a settlement agreement between the project parties to resolve
past and ongoing operating issues and the risk that the protracted
discussions could result in increasingly strained relationships.
While the Sherwood Forest Hospitals National Health Service
Foundation Trust (the Trust) and ProjectCo continue to work on
potential remedial actions, in Moody's view there is an increased
risk that the Trust could consider taking further adverse actions
under the Project Agreement (PA), including in connection with the
recently initiated review by the UK Government's Infrastructure and
Projects Authority (IPA) on the project. The rating action also
reflects the expected deterioration in the project's Debt Service
Coverage Ratios (DSCR) to levels very close to event of default
covenant thresholds, mainly due to the continued delays and costs
linked to the settlement agreement under discussion.

CNH is a special purpose company that, in November 2005, signed a
37-year PA with the Trust to redevelop the King's Mill Hospital,
Mansfield Community Hospital and Newark General Hospital in
Nottinghamshire. Full facilities management (FM) services started
in April 2011. FM services provided comprise hard FM services
(mainly helpdesk and estate services) and soft FM services (mainly
catering, cleaning, portering and parking). ProjectCo has
subcontracted the provision of hard FM to Skanska Rashleigh
Weatherfoil Limited (trading as Skanska Facilities Services, or
SFS) and soft FM to Compass Contract Services UK Limited (trading
as Medirest).

From 2019, the project has reported a weak operating performance,
mostly linked to the provision of estate services by SFS and the
realignment of services and deductions to reflect the contract
provisions more closely, resulting in the accrual of Service
Failure Points (SFPs) which have breached warning thresholds under
the PA on several occasions, while the PA event of default
threshold and subsequent termination threshold were also reached in
September 2020, thus resulting in the Trust's right to potentially
terminate the PA. In this context, however, Moody's notes that the
Trust and ProjectCo have different views on contractual
interpretations related to current termination rights, with
ProjectCo considering that the Trust no longer has the ability to
terminate the PA due to the time elapsed since event of default
thresholds were reached.

Whilst the Trust had not previously taken any formal action against
ProjectCo, with the aim to facilitate the formalisation of an
improvement plan, the persistently weak operating performance
resulted, for the first time, in the Trust's issuance of a formal
warning notice to ProjectCo in August 2020. In December 2020, the
Trust also issued a formal notice of increased monitoring, although
these actions did not result in significant additional consequences
for ProjectCo, given that the project was, in practice, already
subject to increased monitoring, while distributions to
shareholders have been suspended since the end of 2019. The Trust
and ProjectCo are developing a plan to include improvements set out
in an Operational Delivery Plan together with a review of contract
interpretation issues ahead of entering into a settlement agreement
which is not expected to be finalised before the end of the year.

In Moody's view, the continued high level of SFPs reported by SFS,
as well the delays in the agreement and implementation of a
performance improvement plan and formalisation of a settlement
agreement could result in strained relationships between project
parties. In addition, Moody's notes the review recently initiated
on the project by the IPA, a body established with the mandate of
monitoring the UK Government's projects portfolio (including those
managed by the private sector) and assessing the delivery of value
for money objectives. In Moody's view, depending on the outcome of
such review, there could be an increased risk that the Trust may
need to use formal contractual remedies which could ultimately
lead, in an extreme scenario, to termination of the project.

In addition to a heightened project termination risk, the
settlement agreement is resulting in additional legal and
consultant fees for ProjectCo. These costs, coupled with an
expected financial contribution stemming from the settlement
agreement, as well as higher lifecycle expenditure and increasing
tax liabilities resulting from the loss of tax deductibility on
interest linked to CNH's subordinated debt, will weigh on credit
metrics in the short term. More specifically, CNH expects DSCR to
be only marginally above the event of default covenant threshold
level of 1.05x under its financing documentation, which further
weighs on CNH's credit quality.

Notwithstanding the above, CNH's Ba1 underlying rating continues to
benefit from: (1) the stable availability-based revenue stream
under the long-term PA that ProjectCo entered into with the Trust;
(2) a range of creditor protections included within ProjectCo's
financing structure, such as debt service and maintenance reserves;
(3) the expectation that there is a likelihood of high recovery for
lenders in the event of any default by ProjectCo under the PA and
termination by the Trust; (4) the protective mechanisms mitigating
the offtaker's credit risks for ProjectCo's senior lenders; and (5)
the fact that performance deductions are passed through to the
respective FM contractors (subject to a cap of 100% of the annual
payments) with no financial impact on ProjectCo.

However, CNH's Ba1 underlying rating remains constrained by: (1)
the project's high leverage, with minimum and average DSCR of 1.05x
and 1.19x (Moody's calculated metrics), respectively, which reduces
the Issuer's ability to withstand unexpected stress; (2) the
exposure to hard FM cost benchmarking without the ability to pass
all cost increases to the Trust, though partially mitigated through
the hard FM service fee indexation and a hard FM reserving
mechanism; (3) the continued weak operating performance, as
confirmed by the issuance of formal warning notices and increased
monitoring to ProjectCo; and (4) the continued delays in the
finalisation of a settlement agreement with the Trust.

Scheduled payments of principal and interest under the Bonds issued
by CNH are unconditionally and irrevocably guaranteed by Assured
Guaranty UK Limited (Assured Guaranty, rated A2 stable).
The Ba1 underlying rating on the Bonds reflects the credit risk of
the Bonds without the benefit of the financial guarantee from
Assured Guaranty. The rating of the Bonds is determined as the
higher of (1) the insurance financial strength rating of Assured
Guaranty; and (2) the underlying rating on the Bonds. Since Assured
Guaranty's rating is higher than the underlying rating, the backed
rating of the Bonds is A2.

Notwithstanding the continued discussions between the project
parties, the negative outlook reflects the continued delays in the
finalisation of a settlement agreement and the implementation of a
performance improvement plan, which could ultimately lead to an
increased risk of PA termination by the Trust. The negative outlook
also reflects the additional risks linked to the ongoing IPA review
on the project and deterioration in DSCR to levels close to event
of default thresholds under the financing documentation.

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

In light of the negative outlook, upward rating pressure remains
limited in the short term. Over the longer term, Moody's could
upgrade CNH's underlying rating if: (1) operating performance
sustainably returns to satisfactory levels and awarded SFPs fall
comfortably below contractual thresholds; (2) the formal
implementation of a settlement agreement between the project
parties is finalised and executed in a satisfactory manner, with no
permanent adverse impact on ProjectCo's financial metrics; and (3)
credit metrics improve as a consequence of lower operating costs
and lifecycle budget.

Conversely, Moody's could downgrade CNH's underlying rating if: (1)
the finalisation of a settlement agreement continues to be delayed
or operating performance fails to improve, resulting in the Trust
using formal contractual remedies and increasing the risk of
project termination; (2) the IPA review concludes with a
recommendation of PA termination; (3) the quality of relationships
between project parties shows further signs of deterioration; (4)
ProjectCo faced materially increased hard FM costs following a cost
benchmarking exercise; or (5) the lifecycle cost budget or other
operating costs were to materially increase.

The principal methodology used in this rating was Operational
Privately Financed Public Infrastructure (PFI/PPP/P3) Projects
published in October 2018.

LHC3 PLC: Fitch Affirms Then Withdraws 'BB-' LT IDR
---------------------------------------------------
Fitch Ratings has affirmed LHC3 Plc's Long-Term Issuer Default
Rating (IDR) and senior secured payment-in-kind (PIK) toggle notes
due 2024 at 'BB-'. The Outlook on the Long-Term IDR is Stable. All
ratings have been withdrawn.

The ratings have been withdrawn following the redemption of the PIK
notes on 28 April by LHC3, with the proceeds from the part-listing
of Allfunds Group Limited on 23 April.

The ratings of LHC3 have also been withdrawn as the notes were its
only reference liability and, after the redemption, Fitch no longer
considers the entity to be relevant to its coverage.

KEY RATING DRIVERS

IDR AND SECURED NOTE

LHC3 is a holding company set up by private equity firm H&F and
GIC, Singapore's sovereign wealth fund, to acquire in 2017 AFB,
which is its only significant asset. LHC3 partially funded the
acquisition through the EUR575 million PIK toggle notes.

Ahead of the redemption of the notes, the Long-Term IDR of LHC3 was
primarily driven by the structural subordination of its creditors
to those of AFB, by its reliance on funds being up-streamed from
AFB to service its debt and fairly high cash-flow leverage. The
rating factored in Fitch's expectation that LHC3's gross leverage
would improve in the medium term driven by an improvement in AFB's
profitability and LHC3's standalone liquidity management, based on
the availability of a sufficiently sized revolving credit facility
and Fitch's view that dividends up-streamed from AFB are reasonably
predictable.

RATING SENSITIVITIES

N/A

BEST/WORST CASE RATING SCENARIO

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

PETROFAC LIMITED: Fitch Lowers LT IDR to 'BB-', Outlook Negative
----------------------------------------------------------------
Fitch Ratings has downgraded engineering and construction (E&C)
services provider Petrofac Limited's Long-Term Issuer Default
Rating (IDR) to 'BB-' from 'BBB-'. The Outlook is Negative.
Petrofac's senior unsecured rating has also been downgraded to
'BB-' from 'BBB-'.

The downgrade of Petrofac reflects significant deterioration to
both its business and financial profiles driven by continued severe
order-book pressures, decreasing diversification and weakening
position in the core Middle East markets leading to subdued
profitability and higher leverage metrics. Order-book pressures
were recently exacerbated by Abu Dhabi National Oil Company's
(ADNOC) decision in March 2021 to suspend Petrofac from bidding for
new awards in the UAE (Petrofac's key core market) until further
notice.

The Negative Outlook reflects medium-term risks from continued
mounting pressures on both the order book and profitability
generation, together with short-term liquidity risks from an
increasingly short-term capital structure. Operational risk is
largely driven by an unfavourable market environment and increased
commercial fallout from the ongoing Serious Fraud Office (SFO)
investigation, which may lead to a further decline in the backlog,
accelerated profitability pressures and, ultimately eroding
financial flexibility through decreased liquidity.

The downgrade of Petrofac's Short-Term IDR to 'B' from 'F3' is
based on the correspondence table between Short- and Long-Term
IDRs, in line with Fitch's Corporate Ratings Criteria.

KEY RATING DRIVERS

Weaker Financial Flexibility: Petrofac has achieved significant
gross deleveraging over the past three years as it focuses on less
capital-intensive areas of the business. However, the current
capital structure has significant short-term concentration and
introduces significant liquidity pressure, with the vast majority
of debt maturing in just over 12 months. Downside rating risk is
amplified by coronavirus-related disruptions and a potential SFO
fine. The company has recently agreed a USD700 million credit
facility extension (with a moderate margin increase), but the
financial structure still relies on short-dated maturities, thereby
limiting its financial flexibility.

Increasing Leverage: Declining profitability has resulted in
significantly higher leverage metrics for 2020. This, together with
Fitch's expectations that Petrofac's leverage metrics will remain
high over the medium term, has been a key driver of the downgrade.
Fitch expects that reduced profitability will lead to funds from
operations (FFO) gross leverage of around 4x-6.5x in 2022-2024
after peaking in 2021.

ADNOC Suspension Affects Backlog: Fitch expects that ADNOC's
decision to suspend Petrofac from bidding in one of its key markets
will further undermine the company's already declining backlog. At
end-2020, the UAE accounted for around USD16 billion of Petrofac's
USD42 billion bidding pipeline for 2021. Fitch assumes no
significant impact of the suspension on revenue and profitability
for 2021, but the inability to continue bidding in a market that
previously made up a significant proportion of the pipeline means
Fitch expects lower revenue and profitability for 2022.

Severe Order Book Pressures: Fitch expects subdued new order intake
over the medium term and muted contract margins as Petrofac
increasingly seeks to bid on projects in non-core or new markets.
The order-book pressures are driven by a combination of a
competitive bidding environment, low oil prices,
coronavirus-related disruptions and increased commercial fallout
from the SFO investigation, most notably the suspension from
bidding for new awards in various key Middle Eastern markets. Fitch
assumes somewhat similarly limited new orders in 2021 as seen in
2020, with only partial recovery in 2022-2024, thereby limiting the
order book to below USD5 billion.

Deteriorating Market Position and Diversification: Fitch views the
bidding suspensions as having weakened Petrofac's market position
and diversification, due to the size and relative attractiveness of
both the UAE's and Saudi Arabia's oil and gas markets. Nonetheless
Petrofac still boasts a solid overall E&C market position, with a
broad range of skills and services covering onshore and offshore
works, delivering projects in upstream and downstream O&G
developments. Further, it has demonstrable expertise in sustainable
energy E&C activities, which position it well for the growth of
this smaller, but increasingly important, part of the energy E&C
spectrum.

Shift Towards Growth Markets: Fitch believes that increasing
exposure to growth markets, notably India, the CIS, Thailand and
Malaysia, has a mixed impact on Petrofac's business profile. It
exposes the company to also higher execution risk as some emerging
markets be more difficult to operate in. This is partly offset by
Petrofac's record of entering new markets with sound bidding
discipline and oversight procedures. Nonetheless backlog pressures
will force Petrofac to pivot towards these new regions to support
the backlog, which will increase focus on its ability to maintain
bidding robustness, as well as operating capabilities and margin.

Subdued Profitability: Fitch expects muted operating profitability
in 2021-2024, with a weak market environment partly offset by
improved cash generation following recent disposals in the
integrated energy services division. Fitch expects negative free
cash flow (FCF) generation of over USD100 million in 2021, driven
by a combination of low EBITDA margin, large investments and high
cash tax. Fitch assumes a return to neutral-to-positive FCF in
2022-2024, mainly on stronger cash generation.

Cost Cutting Mitigation: Fitch believes that Petrofac will partly
mitigate profitability pressures with various cost-cutting
initiatives including significant headcount reductions. It has
already announced a plan to reduce overheads and project-support
net costs by around USD200 million in 2021. While the company has
achieved significant cost reduction in its E&C business, failure to
generate new orders in the short term may necessitate even greater
cost-cutting. Further, Petrofac does not plan to resume dividends
until it sees a sustained recovery in new order intake.

Liquidity Buffer Offsets Investigation Risks: Fitch believes that
the risk of a SFO fine is offset by Petrofac's fairly low net debt
and sufficient liquidity. Fitch's rating case excludes USD164
million of a maximum USD225 million disposal proceeds over the
medium term, which could provide a further source of liquidity.
However, any inability to address the short-term nature of the
capital structure would magnify the risk of an imposition of a fine
as this would effectively represent an additional financial
burden.

DERIVATION SUMMARY

Fitch views Petrofac's business profile as somewhat weaker than
Webuild S.p.a.'s (BB/Negative). Both companies have similar scale,
diversification and contract-risk management. Petrofac's lower
working- capital requirement is more than offset by a deteriorating
order backlog and low medium-term revenue visibility arising from a
less favourable competitive environment and the continued fallout
from the SFO investigation including suspension from bidding in Abu
Dhabi and in Saudi Arabia.

Fitch views Petrofac's financial profile as somewhat stronger than
Webuild's mainly due to lower debt quantum following deleveraging
in the recent years. Both companies have recently recorded muted
and volatile profitability. Petrofac's lower operating margins than
Webuild's are offset by lower and less volatile working-capital
requirement.

KEY ASSUMPTIONS

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

-- Revenue of around USD3.3 billion in 2021, USD2.8 billion in
    2022, and gradually increasing to USD3.6 billion in 2024;

-- EBITDA margin of 4.5% in 2021, 6% in 2022, 5% in 2023 and 6.5%
    in 2024;

-- Capex of around USD83 million in 2021, USD43 million in 2022
    and USD27 million-USD31 million in 2023-2024;

-- Dividends of about USD85 million in 2023 and USD89 million in
    2024. No dividends in 2021-2022;

-- Working-capital consumption of around USD40 million in 2021,
    neutral-to-positive working capital in 2022-2024;

-- Total proceeds of USD61 million from divestments in 2021-2023;

-- No acquisitions for the next four years.

RATING SENSITIVITIES

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

-- Increasing financial flexibility from refinancing of 2022
    maturities;

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

-- Positive FCF on a sustained basis;

-- Sustained recovery in the order book with no evidence of
    deterioration in the new orders' quality or margin dilution;

-- Improved geographic and contract diversification.

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

-- Weakening financial flexibility or evidence of rising risk
    related to refinancing of 2022 maturities;

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

-- Negative FCF on a sustained basis;

-- EBITDA margins weakening as a result of project losses or
    poorer project quality;

-- Evidence of further negative impact arising from the SFO
    investigation, including on the ability to bid for/win
    contracts, imposition of fines, and corporate
    governance/management failings.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: At end-2020, Petrofac had about USD476 million
of readily available cash (excluding USD252 million deemed not
readily available by Fitch) and a USD495 million undrawn revolving
credit facility (RCF). The company's debt maturities are
concentrated in 1H22 and Fitch expects Petrofac to remain reliant
on short-dated maturities amid current challenging conditions in
the sector. Fitch expects negative FCF of around USD100 million in
2021 but positive FCF in 2022. Refinancing risk is partly mitigated
by Petrofac's solid relationships with banks.

Short-Dated Debt Structure: At end-2020, Petrofac's debt mainly
comprised about USD505 million drawn under the USD1 billion RCF and
three bilateral senior unsecured term loans with a combined total
of about USD300 million. Remaining debt consisted of around USD45
million bank overdrafts drawn down to meet working-capital
requirements.

In February 2021, Petrofac issued around USD410 million in
commercial paper under the UK's Covid Corporate Financing Facility.
In April 2021, it completed a USD700 million loan facility
extension including USD610 million extension of its RCF to June
2022 and USD90 million extension of its bilateral facility to April
2022. The quantum of the revised facilities represents a USD450
million reduction in size.

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.

PROVIDENT FINANCIAL: To Close Doorstep Lending Division
-------------------------------------------------------
Charlie Parker at The Times reports that Britain's biggest subprime
lender is planning to close its doorstep lending division after 141
years following pressure from regulators.

Provident Financial's online lending business, Satsuma, will also
close, which was first reported by The Mail on Sunday, The Times
discloses.

The FTSE 250 firm warned last month that it might have to put its
home credit business into administration or liquidation after a
surge in mis-selling complaints to the Financial Ombudsman Service,
The Times recounts.

The regulator received 3,500 complaints from customers in the first
half of last year, which ballooned to 10,390 in the second half,
The Times discloses.  More than seven in ten were upheld, The Times
notes.

One reason for the rise was claims management companies retraining
their sights on high-cost loan providers after the deadline for PPI
complaints passed in, The Times states.


SERIOUS FOODS: First Choice Buys Business Out of Administration
---------------------------------------------------------------
Business Sale reports that Serious Foods, a wholesale food supplier
to the restaurant and food service industry, has been rescued from
administration after suffering as a result of the impact of the
COVID-19 pandemic.

According to Business Sale, the wholesaler, which has been
supplying ingredients to the hospitality and restaurant industry
for ten years, has been bought out of administration by First
Choice Produce.

The buyer is a specialist in fine foods and Michelin star dining,
as well as casual dining and catering establishments, Business Sale
notes.

Serious Foods was initially launched in 2009 as SFD UK.  Over the
last year, the firm has been forced to move from selling directly
to customers to fighting to mitigate the loss of its foodservice
clients, Business Sale recounts.

ReSolve was appointed as administrator for Serious Food in early
April after the company cited lockdown restrictions as the main
contributor to its financial struggles, Business Sale discloses.

The administrators also revealed that the wholesaler had
experienced cash flow issues that had led to a Company Voluntary
Arrangement (CVA), but when these contributions could not be met by
the firm it fell into administration, Business Sale relays.


TORO PRIVATE HOLDINGS I: Fitch Affirms Then Withdraws CCC+ LT IDR
-----------------------------------------------------------------
Fitch Ratings has affirmed Toro Private Holdings I, Ltd's
(Travelport) Long-Term Issuer Default Rating (IDR) at 'CCC+',
Travelport Finance (Luxembourg) S.a.r.l's priority first-lien at
'B+' with 'RR1' and remaining first-lien at 'CCC-' with 'RR6'. All
ratings have been withdrawn.

The affirmation of the IDR at 'CCC+' balances Fitch's expectation
of a marked recovery in booking volumes towards 2H21 and into 2022
due to the pace of global vaccine rollouts, against Travelport's
minimal liquidity headroom. Once travel resumes, Fitch expects
revenues and operating margins to recover, but under the current
capital structure, funds from operations (FFO) gross leverage is
likely to remain high at above 10x until at least 2023.

Fitch has withdrawn Travelport's ratings due to commercial reasons.
Accordingly, Fitch will no longer provide ratings or analytical
coverage of the company.

KEY RATING DRIVERS

Minimal Liquidity Headroom: Cash on balance sheet stood at USD114
million at end-March 2021, after a total cash burn of USD131
million in 1Q21, reflecting a further delay to the recovery in
global air travel volumes and one-off pension payments. Travelport
operates without an established liquidity line, therefore
increasing the likelihood of further capital raising requirements
during FY21 should the recovery in booking volumes remain sluggish.
Fitch assumes that Travelport's 2021 global distribution system
(GDS) revenues will be still equivalent to half of 2019's.

Liquidity Levers: Under Travelport's priority-lien agreement, Fitch
sees capacity for incremental debt up to USD150 million, as
demonstrated in November's tap issue, even though this is highly
dependent on capital markets' conditions or lenders' appetite at
the time of additional funds being required (if any). In addition,
other levers may be available to manage cash flows and minimise
further cash burn; however, any shortfall in performance against
Fitch's expectations, if not remedied in a timely manner, could
result in insufficient liquidity.

Severe Impact from Coronavirus: Travelport's business remains
severely affected by the disruption to global travel caused by the
pandemic. The depth and duration of the outbreak and corresponding
disruption to booking volumes weigh heavily on the near-term
operating outlook. Nevertheless, the decline in Travelport's
booking revenues during 2020 has been broadly commensurate with
that of direct peers, Amadeus and Sabre, with no indications of
Travelport losing market share. Travelport relies on a speedy
recovery in global travel given its highly leveraged balance sheet
and no established liquidity lines.

Intact Business Model: The sector outlook is negative given the
disruption to global travel in 2020, which may be accentuated if
the pandemic results in sustained economic weakness in 2021.
Nevertheless, Fitch views Travelport's business model as intact
given the company's entrenched position in the GDS industry, albeit
highly susceptible to slower demand over the next four years.
Travelport's recovery could deviate from global travel trends in
case of customer losses driven by customers shifting between GDS
platforms, or those forced out of business by the heightened
disruption to the travel industry.

Leverage to Remain High: Currently Fitch estimates that EBITDA is
unlikely to recover towards 2019 levels over the next three years
due to expectations of lower global travel volumes, despite
permanent cost reductions made by management since the start of the
pandemic. However, an increase in the speed and breadth of vaccine
rollouts around the world could translate into a faster pace of
recovery in 2H21 and 2022, which together with stronger
deleveraging than currently assumed would benefit Travelport's
financial flexibility.

DERIVATION SUMMARY

Travelport's rating reflects a well-established position in the
travel industry, with an estimated 21% market share in the dominant
GDS segment that has historically provided a high proportion of
recurring revenues. This provides the company with an advantage to
further develop technology and data solutions to travel buyers and
providers. Sabre is the most comparable peer with a higher market
share of the GDS segment at 36% (estimated pre-pandemic),
structurally higher margins and notably lower leverage.

KEY ASSUMPTIONS

Not applicable

RATING SENSITIVITIES

Not applicable

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

Minimal Headroom: Cash on balance sheet stood at USD114 million at
end-March 2021. Travelport operates without any committed bank
lines, while Fitch still expects some additional but manageable
cash burn over the next few months until travel resumes. While
further capital may be needed in FY21 if the recovery in booking
volumes takes longer than expected, this is partly mitigated by the
lack of material contractual debt maturities in 2021 and 2022.

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. Following the withdrawal of ratings for
Travelport, Fitch will no longer be providing the associated ESG
Relevance Scores. Following the rating withdrawal, Fitch will no
longer provide ESG relevance scores on Travelport.

[*] UK: Reforms to Pre-Pack Administration Rules Take Effect
------------------------------------------------------------
Richard Tett, Esq., Adam Jones, Esq., and Yoonji Lee, Esq., of
Freshfields Bruckhaus Deringer LLP, in an article for Lexology,
disclosed that April 30, 2021, reforms to the UK's regime governing
sales in administration by way of a "pre-pack" to a connected party
purchaser came into force.

The centrepiece of the reforms is a new requirement for a connected
party purchaser to obtain an opinion from an independent
"evaluator" on whether the terms of the sale are reasonable.

While the reforms add additional process points that must be
navigated in relevant cases, they will bring improved transparency
to an important rescue tool which has, at times, attracted
warranted criticism.

In this blogpost the attorneys summarise the context of the reforms
(as also considered in our blogpost on the draft regulations
published in October 2020) and the provisions of the new
legislation, along with providing some commentary.

UK pre-pack administrations

A pre-pack administration is where the assets of a distressed
company are sold as soon as it enters administration (or very soon
thereafter) and the terms of that sale were negotiated and agreed
before the company entered into administration -- i.e. the sale by
the administrators was "pre-packaged" before the administration
started.

Pre-pack sales, in particular to a "connected person" (someone who
has been involved with the business as, for example, a
director/manager or a shareholder), have over the years attracted
criticism.  These were often by unsecured creditors who felt they
were cut out of the decision-making process. Their concerns are
typically that:

   -- the first they hear is that the company has gone into
administration;
   -- unknown to the unsecured creditors, the directors or
shareholders have bought the business back and are trading on; but
   -- the unsecured creditors are paid very little in the
administration.

The concerns have in general arisen in the SME market, and not for
companies with larger capital structures.  This is typically
because companies with larger capital structures have a higher
degree of creditor and advisor involvement due to the larger amount
of value at stake.

Background to the reforms

In light of these concerns, the Government commissioned a review
into pre-pack administrations in 2014 (the Graham Review).  The
Graham Review concluded that, although pre-pack administrations
were a useful tool for struggling businesses, there were concerns
around the transparency of the process.

The Graham Review therefore proposed a number of voluntary measures
which were adopted by the industry. These included:

   -- the creation of a group of experienced professionals known as
the 'pre-pack pool' who could be consulted on the appropriateness
of a proposed pre-pack sale; and
   -- adding six principles of good marketing to Statement of
Insolvency Practice 16 (SIP 16). (SIP 16 requires an administrator
to deliver to creditors a 'SIP 16 statement' within seven days of a
pre-pack sale, providing creditors with information about the
circumstances of the transaction.)

In case the voluntary reforms recommended by the Graham Review
proved insufficient to address the concerns identified, the
Insolvency Act 1986 was amended to give the Government the power to
regulate, either to ban pre-pack sales to connected persons
altogether, or to impose restrictions.

The Government subsequently concluded that, while there had been
some improvement as a result of the voluntary measures, the number
of referrals to the pre-pack pool had been considerably lower than
expected and concerns remained about the transparency of the
process.  The Government therefore introduced the Administration
(Restrictions on Disposal etc. to Connected Persons) Regulations
2021/427 (the Pre-Pack Regulations).  In doing so, it stopped short
of banning pre-pack sales to connected persons, opting instead to
introduce a mandatory process which builds on some of the
recommendations of the Graham Review.

The Pre-Pack Regulations

Under the Pre-Pack Regulations, where an administrator wishes to
dispose of all or a substantial part of a company's assets within
the first eight weeks of the administration to one or more
connected persons, the administrator will need to obtain an
independent written opinion by an "evaluator" (unless creditors
have approved the sale).  This written opinion will be made
available to all creditors in a report and a copy will need to be
filed at Companies House (although commercially sensitive
information can be redacted).

The written opinion must be commissioned by the buyer and should
include:

   -- a statement whether the evaluator is or is not "satisfied
that the consideration to be provided for the relevant property and
the grounds for the substantial disposal are reasonable in the
circumstances";
   -- the evaluator's reasons for coming to their opinion;
   -- the consideration that will be paid; and
   -- the identity of the connected person and their connection to
the company.

The evaluator must not be the administrator or one of their
associates, nor may they be connected to the company, the
administrator or the connected person themselves.  Furthermore,
they cannot be any individual who has provided insolvency or
restructuring advice to the company in the 12 months preceding the
report.

In order to be qualified to make the report:

   -- the evaluator must believe that they have the requisite
knowledge and experience to do so and make a statement in the
report to that effect;
   -- the administrator must believe that the evaluator has
sufficient knowledge and experience to provide the report; and
   -- the evaluator is required to hold professional indemnity
insurance covering them acting in their capacity as an evaluator,
but need not be an insolvency practitioner or a member of a
regulated professional body.

Where an opinion does not recommend the disposal, an administrator
can still choose to proceed with the sale regardless, but they must
provide a statement setting out their reasons for doing so.  The
Pre-Pack Regulations do not restrict the number of evaluator
opinions that can be obtained, but evaluators must state in their
report that they have considered any previous reports obtained.

The definition of "connected person" is adopted from existing
insolvency legislation without modification, and will capture
(among others):

   -- directors and shadow directors of the relevant company;
   -- companies controlled by those directors or shadow directors;
and
   -- any person or company that has control over the relevant
company, including shareholders with a third or more voting
rights.

Unlike the definition proposed in the Graham Review, secured
lenders with a third or more voting rights are not excluded from
the definition of connected person.

Guidance

The Government has released guidance regarding the Pre-Pack
Regulations (the Guidance) which provides a useful summary, as well
as guidance on the interpretation of some of the key provisions.

The Pre-Pack Regulations can only apply if there is a disposal of
"all or a substantial part of the company's business or assets".
What amounts to "substantial" is not defined, but the Guidance sets
out the following criteria which an insolvency practitioner should
consider when determining whether a disposal is substantial:

   -- the value of either the business, assets or both involved in
the disposal;
   -- how much of the business is being disposed of; and
   -- whether the trading style and good will of the business forms
part of the disposal.

Under the Pre-Pack Regulations it is the responsibility of the
connected person to select the evaluator.  In this context, the
Guidance explains that "it is not necessary for [the evaluator] to
have insolvency experience". However, the Guidance notes that
'[t]here are certain professions that are more likely to have the
relevant knowledge and skills required to act as an evaluator.
These include accountants, surveyors, lawyers with a corporate
background, insolvency practitioners', but the Guidance goes on to
say that it will also depend on the nature of the business, and
someone with specialist knowledge may be more suitable.

The Pre-Pack Regulations also require the administrator to be
satisfied the evaluator has sufficient knowledge and experience,
and in this context the Guidance says that the following points
should be considered:

   -- experience, both length and type;
   -- any professional qualifications;
   -- any specialist knowledge regarding the proposed disposal;
and
   -- any other information the administrator believes to be
relevant.

Regarding the definition of "connected person", the Guidance notes
that "[t]his could include secured lenders", without providing any
further context or explanation.  In this regard, it is worth noting
that the definition is reasonably technical and in practice
determining whether a secured lender is "connected" is likely to
require a careful analysis of the facts.

Revised SIP 16

The ICAEW has issued a revised SIP 16 which will come into force
from 30 April 2021 in line with the Pre-Pack Regulations.  The
updated SIP 16 will continue to set out best practice for
insolvency practitioners engaging in pre-pack administrations. The
principle remains, as explained in SIP 16, that:

"[t]he insolvency practitioner should assume, and plan for, greater
interest in and possible scrutiny of such sales where the directors
and/or shareholders of the purchasing entity are the same as those
of, or are connected to, the insolvent entity.'

Commentary

It is reassuring that the Government recognises the value of
pre-pack administrations (including to connected persons) and has
sought to improve the process (and perceptions of it) rather than
ban them altogether.  In addition, while the additional
requirements of the Pre-Pack Regulations clearly amount to more
process (and will add additional time, expense and potentially
complexity), the process does not appear to be overly onerous, and
the additional transparency and reassurance for unsecured creditors
-- and stakeholders more generally -- should be welcomed.

There are however two points worthy of separate mention.

No carve out for secured lenders from 'connected persons'

During the legislative process a number of stakeholders expressed
the view that secured creditors that would otherwise fall under the
definition of "connected persons" by virtue of having voting rights
associated with their debt should be excluded from the definition.
(This would have been consistent with the approach proposed in the
Graham Review.)

As part of a consultation process in connection with the Pre-Pack
Regulations, the Insolvency Service concluded that "the overall
purpose is to ensure greater transparency and scrutiny of pre-pack
sales to connected persons", and noted that "[i]n recent years
there has been controversy over a number of high-profile pre-pack
sales involving secured lenders".  It therefore declined to include
a carve out for secured lenders.

Concerns may therefore remain among some stakeholders that the
definition will bring within its scope transactions which need not
be.  However, in practice, and while the Pre-Pack Regulations do
add an additional hurdle, the additional requirements should not
prevent an appropriate transaction from being capable of
implementation.

No formal qualification requirement for evaluators

Not imposing a formal qualification requirement (such as a
requirement to be a member of a regulated professional body) is
intended to ensure the field of professionals able to provide an
opinion is not restricted unnecessarily.

It would of course undermine the utility of pre-pack
administrations if the qualification requirements for an evaluator
were overly prescriptive or restrictive. There is also no doubt a
number of individuals suitable for the role that are not members of
a regulated professional body.  However, it remains to be seen
whether the insurance market can operate to effectively regulate
the suitability of evaluators in the absence of clearer
qualification requirements. Further, the D&O insurance market in
recent years arguably has highlighted some pitfalls that can arise
if expecting a market to serve a public policy objective in
addition to its primary commercial purpose.

While the reforms add additional process points that must be
navigated in relevant cases, they will bring improved transparency
to an important rescue tool which has, at times, attracted
warranted criticism.



                           *********


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,
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

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