/raid1/www/Hosts/bankrupt/TCREUR_Public/210506.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, May 6, 2021, Vol. 22, No. 85

                           Headlines



F I N L A N D

SPA HOLDINGS: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


G E R M A N Y

CONSUS REAL ESTATE: Fitch Places 'B-' LT IDR on Watch Positive
K+S AG: S&P Affirms B/B ICRs on Disposal of Americas Operating Unit
MARCEL LUX IV: Moody's Puts B3 CFR Under Review for Upgrade
RODENSTOCK HOLDING: Fitch Places 'B-' LT IDR on Watch Negative
SYNLAB GROUP: S&P Assigns 'BB-' Ratings on Successful IPO



I R E L A N D

ADAGIO CLO VIII: Fitch Affirms B- Rating on Class F Notes
CARLYLE GLOBAL 2015-2: Fitch Affirms B- Rating on Class E Tranche
CROSTHWAITE PARK: S&P Assigns Prelim B- (sf) Rating on Cl. E Notes
RYE HARBOUR: Fitch Affirms B- Rating on Class F-R Notes
WESTERLY VII: Moody's Assigns (P)B2 Rating to EUR12M Class F Notes



I T A L Y

BANCA POPOLARE: Fitch Affirms 'BB+' LT IDR, Outlook Negative
BANCO DI DESIO: Fitch Affirms 'BB+' LT IDR, Outlook Stable
LEONARDO SPA: S&P Affirms 'BB+/B' Ratings, Outlook Stable


L U X E M B O U R G

WINTERFELL FINANCING: S&P Assigns 'B' Ratings, Outlook Stable


N O R W A Y

NORWEGIAN AIR: To Raise Up to NOK6BB Under Restructuring Plan


R O M A N I A

KAZMUNAYGAS: S&P Affirms 'BB' Ratings, Outlook Neg.


R U S S I A

UC RUSAL: Fitch Raises LT IDR to 'BB-', Outlook Stable


S P A I N

BANCAJA 7: S&P Raises Class D Notes Rating to 'BB (sf)'
CODERE SA: S&P Downgrades ICR to 'SD' on Interest Nonpayment
ID FINANCE: Fitch Affirms 'B-' LT IDR, Outlook Negative


U K R A I N E

MHP SE: Fitch Affirms 'B+' LT IDRs, Outlook Stable


U N I T E D   K I N G D O M

ATLANTICA SUSTAINABLE: Fitch Affirms 'BB+' LT IDR, Outlook Stable
BESTIVAL GROUP: Owes Unsecured Creditors GBP1.18 Million
GAMESYS GROUP: S&P Puts 'B+' ICR on Watch Neg. on Takeover Offer
GFG ALLIANCE: Gupta Reaches New Financing Agreement for Unit
GREENSILL CAPITAL: US Export-Import Bank Deal Raises Questions

LHC3 PLC: Moody's Withdraws Ba2 CFR Following Debt Redemption
LIBERTY STEEL: Appoints Committee to Restructure Group
LONDON WALL 2021-01: S&P Assigns Prelim BB+(sf) Rating on Z2 Notes
NCP: Commences Court Process to Avert Collapse, Protect Jobs
ST PAUL CLO II: Fitch Affirms B- Rating on Class F-RRR Notes

ST PAUL CLO III-R: Fitch Affirms B- Rating on Class F-R Notes
VALARIS PLC: Akin Gump Advises Noteholders on Restructuring
WEIR GROUP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR

                           - - - - -


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F I N L A N D
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SPA HOLDINGS: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to SPA Holdings 3 Oy. S&P also assigned its 'B' issue rating to the
term loan B (TLB) and senior secured notes. The ratings are in line
with the preliminary ratings it assigned in March 2021.

A consortium led by private equity firm Bain Capital acquired an
equity stake of above 90% in fiber-based materials producer SPA
Holdings 3 Oy (Ahlstrom-Munksjo Oyj).

To fund the transaction, the company raised a senior secured term
loan B (TLB) that comprised a EUR600 million and a $547 million
(about EUR455 million equivalent) tranche. It also issued senior
secured notes of EUR350 million and $305 million (about EUR255
million equivalent).

S&P said, "The stable outlook reflects our expectation that
Ahlstrom-Munksjo will continue to benefit from its leading market
positions and broad product offering. We forecast debt to EBITDA of
about 7.0x and funds from operations (FFO) to debt of about 9.5%
over the next 12 months."

Ahsltrom-Munksjo is a fiber-based materials producer with EUR2.7
billion of revenue and EUR323 million of S&P Global
Ratings-adjusted EBITDA in 2020. Although sizable, it is smaller
than some of its competitors and other rated forest and paper
products companies (Sappi Ltd., Metsa Board Oyj, UPM-Kymmene Oyj).
The company offers a wide product range and operates a diverse
manufacturing base. With 45 plants in 14 countries, it generates
44% of its revenue in Europe, 42% in the Americas, and 14% in
Asia-Pacific and other regions. Ahsltrom-Munksjo has low customer
concentration; its five largest clients account for less than 15%
of total revenues. Its broad product portfolio includes both
specialized and commoditized materials. S&P believes exhaustive
certifications and qualification processes, as well as high
technical requirements, constitute entry barriers in most of its
niche markets.

S&P said, "Our assessment is constrained by Ahsltrom-Munksjo's
exposure to volatile pulp prices (its operations are only 45%
self-sufficient). That said, only 25% of its sales are indexed to
changes in the cost of pulp. The company has also historically been
able to pass-through around 45% of pulp price increases to
customers via contract renegotiations. Ahsltrom-Munksjo's business
risk profile is also constrained by low EBITDA margins (9.6% in
2019 and about 12.0% in 2020).

"We forecast debt to EBITDA at about 7.0x and FFO to debt of about
9.5% for year-end 2021. We expect S&P Global Ratings-adjusted
leverage to decrease to about 6.0x by year-end 2022 as cost savings
and efficiency gains improve EBITDA and despite transformation
costs of about EUR30 million. Similarly, we anticipate an
improvement in FFO to debt to about 11% by year-end 2022. We assess
Ahsltrom-Munksjo's financial policy as aggressive, given its
financial sponsor ownership.

"The company is in the process of repaying the debt that became
redeemable due to the change in control. After all repayments are
complete, we expect the final capital structure to be in line with
our debt to EBITDA estimate of around 7x in 2021.

"We forecast that FOCF will deteriorate to about EUR90 million in
2021 (from around EUR136 million in 2020) due to higher pulp
prices, interest and tax expenses, and working capital outflows. We
expect a modest recovery in FOCF in 2022, to about EUR120 million,
due to EBITDA growth and Ahsltrom-Munksjo's completion of its large
investment plan. That said, we believe that the company's future
FOCF generation remains exposed to movements in pulp prices and
working capital management."

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

S&P said, "The stable outlook reflects our expectation that
Ahlstrom Munksjo will continue to benefit from leading market
positions and a broad product offering. We expect debt to EBITDA of
around 7.0x and FFO to debt of around 9.5% in the next 12 months."

S&P could lower its ratings if:

-- Profitability declined due to raw material price increases,
which the company was unable to pass on to customers, or there were
delays in its cost rationalization program, causing debt to EBITDA
to persist above 7.0x;

-- The company's financial policy became more aggressive via--for
example--a large debt-funded acquisition or dividend payment; or

-- FOCF was negative on a sustained basis.

S&P could raise the ratings if:

-- Adjusted debt to EBITDA declined toward 5.0x on a sustained
basis; and

-- The group's financial policy supported these credit metrics.




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G E R M A N Y
=============

CONSUS REAL ESTATE: Fitch Places 'B-' LT IDR on Watch Positive
--------------------------------------------------------------
Fitch Ratings has placed Consus Real Estate AG's 'B-' Long-Term
Issuer Default Rating and 'B-'/RR4 senior secured rating on Rating
Watch Positive (RWP).

Fitch currently rates Consus on a standalone basis as this is how
it has continued to operate legally, despite the approximate 94%
share ownership by Adler Group S.A. that occurred last year. Fitch
understands that Adler is proposing to bring the two entities
closer by signing a domination agreement and has raised funds to
prepay Consus's EUR450 million bond in May 2021. In Fitch's view,
the likely legal consolidation of the two entities could lead to an
upgrade of Consus's rating given Adler's indicative 'BB' rating
category rating.

KEY RATING DRIVERS

Upgrade After Domination Agreement: Once Adler completes control of
Consus, under Fitch's Parent and Subsidiary Linkage criteria,
Consus's rating can be closer to Adler's rating. Fitch believes
that the refinancing of Consus's EUR450 million high-coupon bond
planned for May 2021 brings that a step closer. Fitch understands
that the domination agreement has not been signed yet. Fitch
understands that Adler has been routing some funding to Consus,
reducing reliance upon expensive mezzanine funding and developer
loans, thereby reducing the group's cost of debt.

Parent and Subsidiary Linkage: Under the legal, operational and
strategic linkage considerations in Fitch's criteria, the legal
ties are not considered strong until the domination agreement is in
place and related valuations undertaken, or Consus's debt is
guaranteed. At present, Consus's management has to treat Adler
transactions on an arm's-length basis. Fitch considers operational
ties as moderate and likely to be stronger when full integration
can proceed. The strategic importance of the entities to each other
is strong. With the current lack of strong legal ties, Fitch
continues to rate Consus on a standalone basis.

Complementary Consus Portfolio: The gross asset value (GAV) of
Consus's build-to-hold portfolio, held for Adler, was EUR1.3
billion at end-December 2020, with a projected gross development
value (GDV) of EUR4.7 billion. Once completed and let, this will
give Adler a wider Germany portfolio, tapping Berlin, Cologne,
Dusseldorf, Frankfurt am Main, Hamburg Munich and Stuttgart with
modern (initially low maintenance) buildings. This complements
Adler's existing portfolio (YE20 GAV: EUR8.4 billion).

Berlin Rent Freeze Unlawful: Berlin residential makes up 54% of
Adler's pre-Consus portfolio (by value). Germany's Federal
Constitutional court ruled in April 2021 that the Berlin state
government's decision to enact the Berlin Rent Freeze was
unconstitutional and rents are already adequately regulated at the
national level. The decision reverses around EUR1 million of loss
of net rental income for Adler (in its fiscal year to end-December
2020) and opens up the possibility of demanding back rent from
tenants that received mandated rent relief.

Consus's BTS Assets: When some EUR1.8 billion of YE20 GAV is
completed (projected GDV: EUR3.4 billion), certain developments are
built-to-sell (BTS) to third-parties rather than acquired by Adler.
Once completed and purchased this will crystallise capital gains
and enable Consus to reduce group leverage as disposal proceeds are
used to repay debt funding.

Indicative Transitionary Adler Capital Structure: Adler has very
high leverage (YE20: over 45x net debt/rental EBITDA basis, 94% LTV
using income-producing assets) as it absorbed Consus's non-income
producing residential development programme and in bidding for the
company, paid Consus shareholders for some of its development
programme's capital gain to be realised. Adler will improve the
quality of its residential-for-rent portfolio, diversifying it
across Germany.

To create a meaningful profile of Adler's indicative residential
leverage metrics, Fitch has applied a 4.3% rental income yield to
Consus's GAV (as if already let, even for incomplete projects'
spend) to calculate the synthetic leverage Adler will have as a
residential-for-rent company with Consus projects. After Consus's
BTS asset disposals to third-parties, Fitch expects Adler's
consolidated metrics to settle around 20x net debt/rental EBITDA,
consistent with a 'BB' rating category. Interest cover would be
above 2x, but free cash flow is negative for some time, burdened by
the development programme. This scenario also assumes that
third-party investors will buy the BTS assets, and at certain
values.

DERIVATION SUMMARY

Adler Group's residential income-producing portfolio of EUR8.6
billion is bigger than the EUR3.5 billion UK-located portfolio of
Grainger Plc (BBB-/Stable) or CHF2.0 billion portfolio of Peach
Property Group AG (BB-/Stable). Compared with Akelius Residential
Property AB (BBB/Stable) and its EUR12 billion residential
portfolio, Adler's portfolio is smaller and less diversified than
Akelius, which has a presence in cities across Europe, US and
Canada.

Geographically, Peach is the closest peer with 100% of its
portfolio comprising German residential. Peach's assets are located
mainly in secondary cities in the North Rhine-Westphalia region of
Germany while Adler has over 50% of its GAV located in Berlin.
Higher exposure towards Berlin means that average in-place rent per
sq m, or market value per sq m is higher for Adler. Other
distinctive features of Adler's portfolio compared with Peach is a
lower vacancy rate of 3.4% at end-2020 (Peach: 7.9%) and rents that
are below-market due to regulation. Akelius has a 32% share of
German residential, most of which are located in Berlin and high
exposure to regulated residential with below-market rents.

Adler's high YE20 net debt/rental derived EBITDA at over 45x is a
legacy of past years' merger and acquisition activity as well as
Consus's development project debt. Fitch expects the Adler group's
indicative leverage to decrease to around 20x, aided by proceeds
from disposal of the BTS portfolio and rent inflow from completed
BTH projects. This indicative level of leverage is similar to
Peach's net leverage of around 19x and lower than 23x for Akelius
and Grainger.

KEY ASSUMPTIONS

Fitch has not had access to updated Consus figures to update the
Rating Case forecast for Consus including its intra-group
transactions, or update the Recovery Rating assumptions - therefore
the recovery rating estimates resulting in a 'RR4' are as at YE19.

Key Recovery Rating Estimate assumptions

-- The recovery analysis assumes that Consus would be liquidated
    in the event of bankruptcy rather than be considered a going
    concern.

-- A 10% administrative claim

-- After standard haircuts to the YE19 market GAV of EUR3.6
    billion at end-2019, Fitch's liquidation estimate of EUR2.5
    billion reflects Fitch's view of the value of inventory and
    other assets that can be realised in a reorganisation and
    distributed to creditors.

-- Fitch estimates the total amount of debt for claims to be
    EUR2.8 billion.

-- The waterfall results in average recovery estimates
    corresponding to 'RR4' for the holding company's senior
    secured bond.

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.

RATING SENSITIVITIES

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

-- Strong legal ties to Adler, including the domination
    agreement, would result in an upgrade of Consus's IDR closer
    to Adler's 'BB' category profile.

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

-- Weakness of operational, strategic and expected legal ties
    would lead to Fitch removing the ratings from RWP.

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

Consus's Adler-Enhanced Liquidity: Consus's main debt as at
end-September 2020 (3Q20) includes EUR1.7 billion development loans
for specific projects, EUR715 million loans from Adler, the EUR450
million high-coupon secured bond maturing 2024, and a EUR120
million convertible maturing November 2022. Adler has announced
that as part of realising financial synergies within the group, it
has raised debt to prepay the EUR450 million bond in May 2021 (the
early redemption date for the notes). Fitch understands that Adler
has routed funds into Consus to achieve a lower average cost of
debt for the group.

In April 2021, Adler issued a EUR500 million six-year fixed-rate
bond with proceeds earmarked for the prepayment of Consus's EUR450
million bond.

K+S AG: S&P Affirms B/B ICRs on Disposal of Americas Operating Unit
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B/B' long- and short-term issuer
credit ratings on German potash producer K+S AG.

The negative outlook reflects the risk that S&P could lower the
ratings on K+S within the next 12 months if the company does not
demonstrate progress in containing cash burn within the continuing
operations.

On April 30, 2021, K+S AG announced that it closed the sale of its
Americas operating unit (OU Americas) with net proceeds of about
EUR2.6 billion, which will support liquidity and deleveraging
through material repayments of short-term debt.

At the same time, S&P considers that the disposal of OU Americas
will reduce K+S' scale and diversity, by product, end-market, and
geography.

K+S' disposal of OU Americas will lead to significant deleveraging
and stronger liquidity.

The net proceeds of about EUR2.6 billion from the disposal will
support K+S in tackling EUR835 million of debt maturing this year.
This debt comprises EUR500 million of senior unsecured notes due
Dec. 6, 2021, and EUR335 million of promissory notes due during
2021. S&P said, "We also consider that the company will have a
sufficient cash buffer to meet its debt obligations in 2022,
notwithstanding the strongly negative FOCF we anticipate in 2021.
As such, we no longer consider that the company's liquidity may
come under pressure and are therefore revising our liquidity
assessment upward to adequate from less than adequate. The disposal
proceeds will lead to much-needed deleveraging. We forecast that
K+S' S&P Global Ratings-adjusted EBITDA from continuing operations
will be about EUR320 million-EUR330 million in 2021, leading to
adjusted leverage of 6.2x-6.3x in 2021, a sizable reduction from
about 9.5x in 2020 on a consolidated basis."

The sale of OU Americas will reduce K+S' size and scope
significantly.

S&P said, "We consider that OU Americas added important diversity
and stability to K+S' business through its offering of premium
de-icing salts to public road authorities, winter road maintenance
services, and commercial customers. Based on the 2020 accounts, OU
Americas contributed about 48% of K+S' consolidated EBITDA.
Following the disposal, K+S' geographic diversity will also reduce.
In 2020, pro forma the disposal, Europe became K+S' most important
region, contributing about 62% of its revenue from continuing
operations, versus about 40% in 2019. By contrast, K+S' presence in
North America declined to just 4% of revenue from continuing
operations in 2020, from 36% in 2019. In terms of its market
position, K+S will no longer be the largest supplier of salt
globally, although it will retain its position as the largest
provider of crystalized salt and brine in Europe. As a result, we
have revised our business assessment on K+S downward to fair from
satisfactory."

The risk of negative FOCF beyond 2021 is the key constraint on the
rating, notwithstanding lower leverage.

Pro forma the disposal of OU Americas, K+S generated about 70% of
its 2020 revenue from continuing operations from its agriculture
business. This compares with about 42% of revenue generated from
this business on a consolidated basis in 2019. Given this shift, we
consider that ultimately, K+S' FOCF will be far more exposed to the
prevailing conditions in the cyclical potash fertilizer industry
and realized potash prices. Based on EUR400 million-EUR430 million
of capital expenditure (capex) in 2021 and 2022, our revised
forecast points to negative FOCF of about EUR350 million in 2021.
This excludes gross proceeds of about EUR90 million from the
establishment of REKS, a waste management joint venture. S&P said,
"We believe there is a possibility of a further EUR50 million
outflow in 2022. We understand that management is focused on
implementing measures to ensure that all potash mines generate
positive cash flow throughout the cycle." This follows the
realization of about EUR150 million of savings from the
now-concluded K+S Shaping 2030 program. The program yielded an
important reduction in cash unit costs, as well as efficiencies in
administration, purchasing, logistics, and sales and marketing
functions.

S&P said, "The negative outlook reflects the risk that we could
lower the rating on K+S within the next 12 months if the company
does not demonstrate progress in containing its cash burn, leading
to a risk of negative FOCF exceeding EUR50 million in 2022.

"This situation could occur if K+S is unable to benefit from the
current recovery in potash prices, or due to unforeseen
developments in operating costs. We could lower the rating if
adjusted debt to EBITDA is above 6.5x, with ongoing negative FOCF.

"We could revise the outlook to stable if K+S develops a track
record of positive FOCF generation on sustainable basis. We view
adjusted debt to EBITDA of 6.0x-6.5x as commensurate with a 'B'
rating."


MARCEL LUX IV: Moody's Puts B3 CFR Under Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed on review for upgrade the B3
corporate family rating and the B3-PD probability of default rating
of Marcel Lux IV S.a.r.l. (SUSE), the top entity of SUSE's
restricted group. Concurrently, Moody's has placed on review for
upgrade the B2 instrument ratings on the EUR300 million guaranteed
senior secured term loan B2 and the $81 million guaranteed senior
secured revolving credit facility borrowed by Marcel Bidco GmbH; as
well as the B2 instrument rating on the $360 million guaranteed
senior secured term loan B1 issued by Marcel Bidco LLC. Moody's has
also placed on review for upgrade the B2 instrument ratings on the
$300 million guaranteed term loan B borrowed by Marcel Lux Debtco
S.a.r.l. The outlook for Marcel Lux IV S.a.r.l., Marcel Bidco GmbH,
Marcel Bidco LLC and Marcel Lux Debtco S.a.r.l. has been changed to
ratings under review from stable.

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

The review follows SUSE's announced intention to float on April 26,
2021. Private equity owner EQT will consequently reduce its stake
in SUSE but will retain its majority post the initial public
offering (IPO). The proceeds of the IPO will primarily be used to
repay parts of the company's outstanding debt. Provided for a
successful IPO, Moody's expect repayments of around $500 million
mainly allocated towards the higher priced $270 million second lien
facility (unrated) and the remainder being used to repay first lien
loans. Consequently, Moody's adjusted leverage will significantly
improve towards a range of 4.5x-5.0x based on Moody's latest base
case and Moody's also consider the announced improvement of the
financial policy.

The intention to float of SUSE is credit positive given the
expected improvement of the capital structure and related
meaningful reduction of interest costs. With regards to the
financial policy, SUSE stated to adhere to a maximum target
leverage of 3.5x (management adjusted) as well as to maintain a
strong liquidity position and remain disciplined and opportunistic
with regards to M&A.

A near-term upgrade of SUSE's ratings is dependent on the
successful IPO and the planned debt repayments thereafter. The
pricing of the IPO is expected in Mid-May and debt repayments to
follow closely thereafter. In case that the IPO does not
materialize or the proceeds are lower than expected, the ratings
could be confirmed at the recent level.

As Moody's has noted prior to the review process, SUSE's ratings
could experience downwards pressure from free cash flow (after
interest) turning negative or lack of EBITDA growth. Leverage
increasing above 8x could in any case strain the rating as would a
significant weakening of the company's liquidity profile. Any
shareholder distributions as well as debt-funded acquisition will
create negative pressure on the rating as well.

Prior to the review process, Moody's said that SUSE's rating could
experience positive pressure from SUSE's continued strong
performance in its core market and return to visible reported
EBITDA growth following the dilution from the Rancher acquisition
such that Moody's adjusted debt/EBITDA declines sustainably below
6.5x while the free cash flow generation is maintained at or above
5% free cash flow/debt (Moody's adjusted).

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's takes into account the impact of environmental, social and
governance (ESG) factors when assessing companies' credit quality.
SUSE's ratings factor in its current private equity ownership,
illustrated by its high financial leverage.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
Industry published in August 2018.

COMPANY PROFILE

SUSE is an open-source software products provider with headquarters
in Nuremberg, Germany, and was founded in 1992. Until 2018, the
company was part of Micro Focus, which acquired SUSE as part of the
acquisition of Attachmate in 2014. EQT has acquired SUSE in 2018
for a total cash consideration of $2.5 billion and the transaction
was finally closed in February 2019. In July 2020 SUSE announced
the acquisition of Rancher Labs, an open-source provider of
container orchestration software. SUSE develops, delivers and
supports commercial open-source software products and is
specialised in "paid Linux" OS. Predominantly through its core
product, SUSE Linux Enterprise Server (SLES), which accounts for
more than 80% of its revenue, the company provides its software and
services to over 13,400 customers worldwide and generated $503
million revenues in fiscal year 2020 (pro forma the Rancher
acquisition).

RODENSTOCK HOLDING: Fitch Places 'B-' LT IDR on Watch Negative
--------------------------------------------------------------
Fitch Rating has placed on Rating Watch Negative (RWN) the 'B-'
Long-Term Issuer Default Rating (IDR) of Rodenstock Holding GmbH
(Rodenstock) and the 'B'/'RR3' senior secured debt issued by
Rodenstock's direct subsidiary Rodenstock GmbH.

This rating action follows Rodenstock's announcement that it is
being sold to a new financial sponsor, Apax Funds, which Fitch
believes could result in a refinancing and subsequent higher debt
for the issuer. Fitch expects to resolve the RWN once details of
the new capital structure post change of ownership are known.

The 'B-' IDR reflects Rodenstock's niche operations, modest free
cash flow (FCF) generation and moderately high leverage, mitigated
by a focus on technologically advanced ophthalmic lenses that leads
to strong operating margins for the sector.

KEY RATING DRIVERS

Re-leveraging Prospects Drive RWN: The RWN follows announcement of
the acquisition of Rodenstock by Apax with a prospect of a
near-term re-leveraging, which may have a negative impact on its
current ratings. Subject to the new capital structure and the
details of the new business strategy, the RWN could be resolved in
an affirmation should the Funds from Operations (FFO) leverage
remain sustainably below 7.0x-7.5x, a downgrade if FFO leverage is
persistently above 7.5x, or an affirmation with a Negative Outlook
if the increase in leverage is limited to an 18-24 months spike
with the prospect of returning to 7.0x-7.5x or below in the medium
term.

Sustainable Business Model: Rodenstock benefits from a niche but
focused business model, with well-defined positions across the two
distribution channels of independent opticians and of large optical
chains (key accounts) and a compelling product proposition as
evident, particularly, in the faster growing
technologically-advanced progressive lens segment. This allows the
company to achieve profitability in line with or even above larger
peers.

Moderately High Execution Risks: Fitch believes that Apax's plans
to focus on accelerating business growth, including a more
effective product marketing, may have moderately high execution
challenges given the highly competitive operating environment where
Rodenstock competes against much larger global peers.

Pandemic Well-Managed: Rodenstock's sales decreased 10% yoy in
2020, while the EBITDA margin (Fitch-defined, excluding IFRS 16
leases) contracted to 14% from 20%. Despite exposure to
discretionary spending and a weak retail environment amid the
pandemic, Rodenstock managed to minimise operating losses and
achieved year-end cash balance of EUR75 million. This was due to a
reduction in operating expenditure, tight working-capital
management and equity support by previous owner Compass Partners.

Recovery to Above 2019 Levels: Fitch expects 2021 sales and EBITDA
to recover to levels slightly above 2019's based on buoyant trading
momentum since 2H20. Fitch also assumes that post-pandemic
normalisation of trade working capital and capex will result in a
negative FCF margin of 2.5%-3% before recovering to 5%-6% from
2022.

DERIVATION SUMMARY

Rodenstock is a mid-cap business with geographical concentration in
Germany, competing with much larger peers such as Essilor-Luxottica
(EUR14.4 billion 2020 sales, 17.9% EBITDA margin), Safilo (EUR780
million 2020 sales, negative EBITDA margin), Carl Zeiss Meditec AG
(EUR1.3 billion 2019 sales, 17.8% EBITDA margin) and Hoya (EUR4.5
billion 2020 sales, 25.5% pre-tax margin). However, Rodenstock is
technologically on par with other peers in product quality across
the entire spectrum of affordable to premium optical products, with
a well-entrenched market position in the higher-growth and more
profitable progressive lens business. This technological competence
results in Rodenstock's operating profitability being broadly in
line with sector peers.

As a medical device manufacturer, Rodenstock fulfils a healthcare
requirement while also meeting consumer demand for glasses as a
fashion accessory. Its operations benefit from positive long-term
demand fundamentals and a trend towards more technologically
advanced progressive lenses. However, optical products in
Rodenstock's core market of Germany still require a large share of
expenses to be borne by the consumer, particularly for the more
expensive multi-focal ophthalmic lenses. This may lead consumers to
delay purchasing decisions or to trade down during weaker
macro-economic conditions.

This differentiates the hybrid nature of Rodenstock as a medical
device and consumer products issuer from 3AB Optique Developpement
S.A.S. (Afflelou, B/Negative), a retailer with predominantly
healthcare characteristics benefiting from a supportive French
reimbursement system. This leads to more predictable operating
performance, which in turn allows higher FFO gross leverage to
remain at or above around 6.0x through to 2022, compared with
Rodenstock's leverage sensitivity of below 6.0x for a 'B' IDR. As a
franchisor, Afflelou benefits from lower capital intensity and
robust mid-to-high-single digit FCF margins.

Rodenstock is rated at the same level as Auris Luxembourg I ISA
(WSA, B-/Stable). WSA's rating balances a 'BB'/'BBB' business
profile with a projected excessive FFO gross leverage of more than
9.0x through 2024 and substantial execution risks following the
merger between Sivantos and Widex to form WSA in 2019.

KEY ASSUMPTIONS

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

-- Sales decline of 10% in 2020, followed by a rebound of around
    14% in 2021. Sales growth in low mid-single digits thereafter;

-- EBITDA margin improving back to pre-pandemic levels to around
    20% from 2021;

-- Recurring pension deficit payments of EUR12 million-EUR14
    million each year until 2023;

-- Trade working capital inflow of around EUR10 million in 2020,
    before reversing to an outflow of EUR9 million in 2021, and
    normalising at a EUR2 million outflow each year from 2022
    onwards;

-- Capex of around EUR45 million in 2021 to reflect a catch-up
    period after 2020, reducing to around EUR25 million from 2022;

-- No dividend payments or M&A spending until 2023.

KEY RECOVERY RATING ASSUMPTIONS

In Fitch's recovery analysis Fitch follows the going-concern (GC)
approach, given Rodenstock's brand value, proprietary technology
and established market position.

For the debt recovery analysis Fitch uses a GC post-distress EBITDA
of EUR65 million, which does not take into account any possible
structural improvements from cost savings to be implemented under
the new ownership. Fitch applies a distressed enterprise value
(EV)/EBITDA multiple of 5.0x, which is in line with Fitch's
estimated distressed valuation multiples for comparable healthcare
and consumer credits with moderate growth and cash generation.

After Fitch deducts a 10% administrative charge from the
post-distressed EV of around EUR290 million, the allocation of
value in the liability waterfall results in a 'RR3' for the senior
secured debt, including the existing TLB of EUR395 million and
revolving credit facility (RCF) of EUR20 million, indicating a 'B'
instrument rating with a waterfall-generated recovery computation
(WGRC) of 70% based on current assumptions.

RATING SENSITIVITIES

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

-- Sales growing sustainably by 2% or more in the three years;

-- EBITDA margins at around 20%;

-- Sustainably positive FCF margin in low to mid-single digits;

-- FFO gross leverage below 6.0x;

-- FFO interest coverage above 2.5x.

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

-- Deteriorating competitive position leading to sustained
    erosion in revenue, EBITDA and/or EBITDA margins below EUR80
    million and/or 19%, respectively;

-- Negative FCF;

-- Liquidity need not adequately addressed by the available
    committed RCF or equity funding;

-- Financial covenant breaches;

-- FFO gross leverage remaining sustainably above 7.5x after
    2022; ad

-- FFO interest coverage below 2.0x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch views liquidity as satisfactory. This
is based on the 2020 year-end freely available cash of around EUR60
million (net of EUR16 million of restricted cash deemed by Fitch as
not available for debt service), largely undrawn committed
revolving credit facility of EUR20 million and scope for neutral to
positive FCF.

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.

SYNLAB GROUP: S&P Assigns 'BB-' Ratings on Successful IPO
---------------------------------------------------------
S&P Global Ratings assigned its 'BB-' ratings to the SYNLAB Group's
parent company Synlab AG, and to the term loan A (TLA) the group
plans to issue to refinance outstanding debt.

S&P also raised to 'BB-' from 'B+' its ratings on Synlab Bondco
PLC, and its existing debt instruments.

Synlab plans to use a portion of the proceeds it raised via an IPO
to further reduce debt and to adhere to a more conservative
financial policy, which targets reported net debt to EBITDA below
3x.

Following Synlab's successful IPO, S&P upgraded the group given
that its plans to use part of the IPO proceeds for debt reduction
support its commitment to achieve and maintain a more conservative
financial policy. Synlab has publicly stated that it aims to
achieve and maintain a net leverage ratio below 3.0x. As part of
these efforts, the group plans to use about EUR400 million in
proceeds from its recent IPO on the Frankfurt Stock Exchange to
repay part of its existing debt and refinance the remainder. This
comes after the company prepaid all outstanding borrowings under
its senior facility agreement dated Sept. 12, 2017, totaling about
EUR544 million at the beginning of 2021.

S&P said, "We assume that Synlab will continue to implement a more
conservative financial policy and maintain S&P Global
Ratings-adjusted debt to EBITDA comfortably in the 4.0x-5.0x
range--which is significantly below historical levels of 7x. Our
assumptions reflect EBITDA of about EUR500 million-EUR600 million
on average over the next 12-24 months and adjusted debt of EUR2.3
billion. Our calculation of adjusted debt includes EUR1.8 billion
of term loans to which we add EUR430 million of operating and
financial leases, about EUR40 million of pension liabilities, as
well as EUR25 million-EUR30 million of other contingent
considerations. We do not net any cash due to the company's
continue ownership by financial sponsors.

"At this stage, we continue to view the company as controlled by
financial sponsors.Although Synlab's existing shareholders Cinven,
Novo Holdings, and the Ontario Teacher's Pension Plan Board (OTPP)
collectively sold about 20% of their stake in Synlab as part of the
IPO, Cinven and OTPP still hold over 40% of the company's capital.
We believe they will maintain control of Synlab as majority
shareholders. Given Cinven expressed intentions to exit the company
and dilute its participation over the short-to-medium term, we
could potentially review our financial policy. We have revised our
view of Synlab's financial policy status to financial sponsor-5
from financial sponsor-6, given the deleveraging trends below 5x
going forward.

"We believe elevated demand for PCR testing amid the pandemic will
provide a substantial, but temporary, EBITDA boost in 2020 and
2021.We forecast that PCR testing will support EBITDA and cash
generation, and deleveraging over the next two-to-three years, but
decline significantly over time. For 2021, we forecast revenue of
about EUR2,600 million-EUR2,700 million and S&P Global
Ratings-adjusted EBITDA of about EUR550 million-EUR600 million,
which compares with EUR2.6 billion and EUR670 million-EUR680
million, respectively, in 2020. In 2022, we forecast sales of
EUR2,400 million-EUR2,500 million and adjusted EBITDA significantly
declining toward EUR450 million-EUR500 million, which is much
closer to the EUR414 million recorded in 2019.

"In our forecasts, we also consider nonrecurring costs linked to
mergers and acquisitions (M&A), since the group plans to resume
acquisition activity in 2021, as well as discretionary fees to be
paid due to the IPO process of about EUR20 million-EUR30 million.
We note that the company believes herd immunity will only be
reached in the following four years, and PCR testing will remain
important for governments' tracking and control of the pandemic,
back-to-work policies, and resumption of air travel."

The magnitude and the pace of the EBITDA correction from a change
in demand from PCR testing remains uncertain and depends on various
factors. S&P said, "As vaccines are rolled out, we anticipate PCR
testing volumes will gradually decrease. Synlab's volume production
will also depend on competition from other laboratories securing
contracts and pharmacies entering the testing market. As we enter a
new phase of the pandemic and as cases decrease, people may opt to
do home tests, which could also impact Synlab's PCR testing
volumes. We believe profitability is also dependent on pricing
outcomes set in each jurisdiction. We note that in July 2020
Germany's average price per test dropped to about EUR39 from EUR59,
and we can expect further pricing cuts in other countries that
could limit profitability of PCR tests."

S&P said, "The stable outlook reflects our expectation that
Synlab's commitment to a more conservative financial policy and
strong operating results will result in S&P Global Ratings-adjusted
debt to EBITDA below 5.0x on a sustained basis. This reflects
further debt reduction, sustained demand for PCR testing, core
business growth, and operating efficiencies that lead to an S&P
Global Ratings-adjusted EBITDA margin of about 21%-22% in the
following 12-24 months. We also expect that, despite the fading
contribution from PCR testing in 2022, the company should be able
to maintain its commitment to deleveraging and generate enough
EBITDA so that it leverage remains below 5.0x."

S&P would take a positive rating action if it expected Synlab's
leverage to improve below 4.0x. This could occur if:

-- Synlab further reduces its total debt and generates sustainable
EBITDA after the contribution from PCR testing dissipates; or

-- The company's financial sponsor owners dilute their stake
further such that they lose effective control over the company and
have collectively less than 40% of the ownership.

S&P could revise its outlook to negative if it expected Synlab's
leverage to remain consistently above 5.0x and free operating cash
flow (FOCF) remained close to zero on a prolonged basis due to
unexpected deterioration in profitability. This could occur if
Synlab:

-- Conducts acquisitions at higher multiples that would fail to
generate a return on investment;

-- Experiences operational disruptions and fails to generate
sufficient organic and inorganic EBITDA once the PCR-testing
contribution dissipates; or

-- Fails to implement cost savings, leading to weaker
profitability that impedes maintaining a sustained deleveraging.




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

ADAGIO CLO VIII: Fitch Affirms B- Rating on Class F Notes
---------------------------------------------------------
Fitch Ratings has affirmed Adagio CLO VIII DAC and revised the
Outlooks on the class B, C and D notes to Stable from Negative:

      DEBT                 RATING          PRIOR
      ----                 ------          -----
Adagio CLO VIII DAC

A XS2054619494      LT  AAAsf   Affirmed   AAAsf
B-1 XS2054619908    LT  AAsf    Affirmed   AAsf
B-2 XS2054620666    LT  AAsf    Affirmed   AAsf
C XS2054621474      LT  Asf     Affirmed   Asf
D XS2054621987      LT  BBB-sf  Affirmed   BBB-sf
E XS2054622522      LT  BB-sf   Affirmed   BB-sf
F XS2054622951      LT  B-sf    Affirmed   B-sf

TRANSACTION SUMMARY

Adagio CLO VIII DAC is a cash-flow CLO mostly comprising senior
secured obligations. The transaction is within its reinvestment
period and is actively managed by the collateral manager.

KEY RATING DRIVERS

Coronavirus Stress Sensitivity: The Outlooks on the class B, C and
D notes have been revised to Stable from Negative. The class A, B
and C notes show healthy default rate cushion in the sensitivity
analysis ran in light of the coronavirus pandemic while the class D
notes show a small shortfall. Fitch has revised the Outlook on the
class D notes to Stable despite the shortfall as it is driven by a
back-loaded default scenario, which is not Fitch's immediate
expectation. The Negative Outlooks on the class E and F notes
reflect that they still show large shortfalls in the coronavirus
stress scenario.

The rating actions follow the update of Fitch's CLO coronavirus
stress scenario to assume half of the corporate exposure on
Negative Outlook is downgraded by one notch instead of 100%.

Stable Asset Performance: The affirmation of all tranches reflects
the broadly stable portfolio credit quality. The portfolio has
slightly improved since the last review. It is below par by 46bp
(53 bp at the last review) as of the latest investor report
available. As per the report, all portfolio profile tests, coverage
tests and collateral quality tests are passing. As per 24 March
2021, exposure to assets with a Fitch-derived rating of 'CCC+' and
below is 3.56% (4.42% in the last review) within the limit of
7.50%.

Deviation from Model-implied Ratings

The model-implied ratings (MIR) for the class E and F notes are one
notch below the current ratings. Fitch has affirmed the class E
notes as the shortfall is small and driven by back loaded default
scenario, which is not Fitch's expectation.

The deviation from the MIR for the class F notes reflects Fitch's
view of a significant margin of safety provided by available credit
enhancement. The notes do not currently present a "real possibility
of default", which is the definition of 'CCC' in Fitch's Rating
Definitions.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors to be in the 'B'/'B-' category. As at 24 March 2021,
the Fitch-calculated weighted average rating factor (WARF) of the
portfolio was 33.62, slightly higher than the trustee-reported WARF
of 1 April 2021 of 33.09, owing to rating migration.

High Recovery Expectations: The portfolio comprises mostly senior
secured obligations. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted average recovery rate of the
current portfolio is 65.3% as per the last investor report.

Portfolio Well Diversified: The portfolio is well diversified
across obligors, countries and industries. The top 10 obligors'
concentration is 15.5% and no obligor represents more than 2.5% of
the portfolio balance. As per Fitch calculation the largest
industry is business services at 19.36% of the portfolio balance,
against limits of 17.50%.

RATING SENSITIVITIES

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

-- At closing, Fitch used a standardised stress portfolio
    (Fitch's stressed portfolio) customised to the limits as
    specified in the transaction documents. Even if the actual
    portfolio shows lower defaults and smaller losses (at all
    rating levels) than Fitch's stressed portfolio assumed at
    closing, an upgrade of the notes during the reinvestment
    period is unlikely. This is because the portfolio credit
    quality may still deteriorate, not only by natural credit
    migration, but also because of reinvestment. An upgrade of
    class E, although not expected in the near term, could occur
    during the reinvestment period if the transaction's
    performance materially improves for a sustained period.

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

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

-- Downgrades may occur if the build-up of credit enhancement
    following amortisation does not compensate for a larger loss
    expectation than initially assumed due to an unexpected high
    level of default and portfolio deterioration. As disruptions
    to supply and demand due to the pandemic become apparent for
    other vulnerable sectors, loan ratings in those sectors will
    also come under pressure. Fitch will update the sensitivity
    scenarios in line with the view of its Leveraged Finance team.

Coronavirus Potential Severe Downside Stress Scenario

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The potential severe downside
stress incorporates the following stresses: applying a notch
downgrade to all the corporate exposure on Negative Outlook. This
scenario results a maximum two notch downgrade of the MIR for the
class D, E and F notes.

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

Adagio CLO VIII DAC

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

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

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

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

CARLYLE GLOBAL 2015-2: Fitch Affirms B- Rating on Class E Tranche
-----------------------------------------------------------------
Fitch Ratings has upgraded four tranches of Carlyle Global Market
Strategies Euro CLO 2015-2 DAC and affirmed the others.

       DEBT                   RATING          PRIOR
       ----                   ------          -----
Carlyle Global Market Strategies Euro CLO 2015-2 DAC

A-1A-R XS1665115421    LT  AAAsf   Affirmed   AAAsf
A-1B-R XS1665115777    LT  AAAsf   Affirmed   AAAsf
A-2A-R XS1665115934    LT  AAAsf   Upgrade    AAsf
A-2B-R XS1665116155    LT  AAAsf   Upgrade    AAsf
B-R XS1665116239       LT  A+sf    Upgrade    Asf
C-R XS1665116312       LT  BBB+sf  Upgrade    BBBsf
D-R XS1665116742       LT  BBsf    Affirmed   BBsf
E XS1257961331         LT  B-sf    Affirmed   B-sf

TRANSACTION SUMMARY

Carlyle Global Market Strategies Euro CLO 2015-2 DAC is a cash flow
collateralised loan obligation (CLO). Net proceeds from the notes
were used to purchase a EUR400 million portfolio of mainly
euro-denominated leveraged loans and bonds. The underlying
portfolio of assets is managed by CELF Advisors LLP. The deal
exited its reinvestment period in September 2019.

KEY RATING DRIVERS

Amortisation Supports Upgrades (Positive): The upgrades reflect the
transaction's significant deleveraging over the last 12 months. The
class A-1A-R / A-1B-R notes have paid down EUR57 million over the
last 12 months, increasing credit enhancement for the senior notes
to 46.2% from 40.1%. The CLO is currently prohibited from
reinvesting the sale proceeds of credit risk obligations,
credit-improved obligations and from unscheduled principal proceeds
as another rating agency's test has been breached since May 2020.
However, Fitch has based its analysis on a stressed portfolio since
reinvestments may resume if the breach is remedied, which could
deteriorate the portfolio. This approach takes into account the
post-reinvestment period weighted average life test, which is flat
at 5.2 years.

Asset Performance Resilient to the Pandemic (Neutral): The
transaction has not been reinvesting since April 2020 as it does
not satisfy one of the post reinvestment period criteria. Asset
performance has been resilient to the pandemic. It is 1.1% below
par as of the latest investor report available. All coverage tests
are passing. Exposure to assets with a Fitch-derived rating of
'CCC+' and below is 6.5% (or 7.5% including the unrated names,
which Fitch treats as 'CCC' per its methodology, while the manager
can classify as 'B-'), compared with the 7.5% limit. The exposure
to defaulted assets was reported at EUR5.2 million.

Resilient to Coronavirus Stress (Positive): The affirmations and
upgrades reflect the deleveraging of the transaction since Fitch's
last review. The Stable Outlooks on all tranches reflect the large
default rate cushion in the sensitivity analysis ran in light of
the coronavirus pandemic. Fitch has updated its CLO coronavirus
stress scenario to assume half of the corporate exposure on
Negative Outlook is downgraded by one notch instead of 100%.

Deviation from Model-implied Rating (Neutral): The upgrade of the
class B-R notes to 'A+sf' is a deviation from the model-implied
rating of 'AA-sf'. The deviation by one notch reflects that the
model-implied rating would not be resilient to the Covid-19
baseline scenario. The class D-R and E notes have been affirmed at
'BBsf' and 'B-sf', respectively, which is a deviation from their
model-implied ratings of 'BB+sf' and 'B+sf'. The deviation is
motivated by the limited default rate cushion under the stressed
portfolio analysis.

'B'/'B-' Portfolio (Neutral): Fitch assesses the average credit
quality of the obligors to be in the 'B'/'B-' category. The Fitch
weighted average rating factor (WARF) calculated by Fitch of the
current portfolio as of 23 April 2021 is 36.86, while it was
reported as 36.43 against a maximum of 36.00 in the 6 April 2021
monthly report. The Fitch WARF would increase to 38.9 after
applying the Covid-19 baseline scenario

High Recovery Expectations (Positive)

Senior secured obligations make up 97.9% 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
reported by the trustee at 61.4% as of 6 April 2021 compared with a
minimum of 61.4%.

Amortising Portfolio Remains Diversified (Positive): The portfolio
has amortised by EUR81.9 million over the last 12 months but
remains well diversified across obligors, countries and industries
despite the amortisation. The top 10 obligor concentration is 17.5%
and no obligor represents more than 1.9% of the portfolio balance.
The largest Fitch industry as calculated by Fitch represents 17.2%
and the three largest Fitch industry 37.2%, both within their
respective limits of 17.5% and 40.0%.

RATING SENSITIVITIES

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% of the mean RDR and an increase in the recovery rate (RRR)
    by 25% at all rating levels would result in an upgrade of one
    to five notches across the structure.

-- Except for the class A-1A-R, A-1B-R, A-2A-R and A-2B-R notes,
    which are already at the highest rating on Fitch's scale and
    cannot be upgraded, upgrades may occur in case of better than
    expected portfolio credit quality and deal performance,
    leading to higher credit enhancement and excess spread
    available to cover for losses on the remaining portfolio. The
    other tranches could be upgraded if the notes continue to
    amortise, leading to higher credit enhancement across the
    structure and the portfolio quality remains stable.

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

-- An increase of the RDR at all rating levels by 25% of the mean
    RDR and a decrease of the RRR by 25% at all rating levels will
    result in downgrades of up to five notches depending on the
    notes.

-- While not Fitch's base case scenario, downgrades may occur if
    build-up of the notes' credit enhancement following
    amortisation does not compensate for a higher loss expectation
    than initially assumed due to unexpected high level of default
    and portfolio deterioration. As the disruptions to supply and
    demand due to the Covid-19 disruption become apparent for
    other sectors, loan ratings in those sectors would also come
    under pressure. Fitch will update the sensitivity scenarios in
    line with the view of Fitch's Leveraged Finance team.

Coronavirus Potential Severe Downside Stress Scenario

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The potential severe downside
stress incorporates a single-notch downgrade to all corporate
exposures on Negative Outlook. All the current ratings would be
resilient to this scenario, without any downgrade.

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

Carlyle Global Market Strategies Euro CLO 2015-2 DAC

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

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

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

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

CROSTHWAITE PARK: S&P Assigns Prelim B- (sf) Rating on Cl. E Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to
Crosthwaite Park CLO DAC's class A-1A note, A-1A loan, A-1B note,
A-2A note, A-2B note, B-1 note, B-2 note, C note, D note, and E
note. At closing, the issuer will issue subordinated notes.

The transaction is a reset of the existing Crosthwaite Park CLO,
which closed in February 2019 (previously not rated by S&P Global
Ratings). The issuance proceeds of the refinancing notes will be
used to redeem the original notes of the original Crosthwaite Park
CLO transaction, and pay fees and expenses incurred in connection
with the reset.

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

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

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

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

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

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

  Portfolio Benchmarks
                                                     CURRENT
  S&P weighted-average rating factor                2,792.33
  Default rate dispersion                             652.76
  Weighted-average life (years) with reinvestment       4.65
  Obligor diversity measure                           152.17
  Industry diversity measure                           18.25
  Regional diversity measure                            1.20

  Transaction Key Metrics
                                                     CURRENT
  Portfolio weighted-average rating
     derived from S&P's CDO evaluator                      B
  'CCC' category rated assets (%)                       5.41
  Covenanted 'AAA' weighted-average recovery (%)       36.00
  Covenanted weighted-average spread (%)                3.45
  Covenanted weighted-average coupon (%)                4.00

The transaction includes an amortizing reinvestment target par
amount, which is a predetermined reduction in the value of the
transaction's target par amount unrelated to the principal payments
on the notes. This may allow for the principal proceeds to be
characterized as interest proceeds when the collateral par exceeds
this amount, subject to a limit, and affect the reinvestment
criteria, among others. This feature allows some excess par to be
released to equity during benign times, which may lead to a
reduction in the amount of losses that the transaction can sustain
during an economic downturn. Therefore, as part of S&P's cash flow
analysis, it assumed a starting collateral size of EUR493.50
million (i.e. the target par amount declined by the maximum amount
of reduction indicated by the arranger).

Loss mitigation loans

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

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

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

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

-- Following the purchase of a loss mitigation loan, all coverage
tests and the reinvestment par value test must be satisfied.

The use of principal proceeds is subject to:

-- Passing par value tests;

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

-- The loss mitigation loan being a debt obligation, ranking
senior or pari passu with the related collateral obligation, having
a par value greater than or equal to its purchase price, and not
having a maturity date exceeding the rated note's maturity date.

Loss mitigation loans that are debt obligations and have limited
deviation from the eligibility criteria will receive collateral
value credit for overcollateralization carrying value purposes. To
protect the transaction from par erosion, amounts received from
loss mitigation loans originally purchased with principal proceeds
or loss mitigation loans that have been given a carrying value will
form part of the principal account proceeds, whereas for all other
loss mitigation loans, any amounts can be characterized as interest
at the manager's discretion. Loss mitigation loans that do not meet
this version of the eligibility criteria will receive zero credit.

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

Rating rationale

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

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

"In our cash flow analysis, we used the EUR493.50 million
amortizing target par amount, the covenanted weighted-average
spread (3.45%), the reference weighted-average coupon (4.00%), and
covenanted weighted-average recovery rates at each rating level. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

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

Until the end of the reinvestment period on Sept. 15, 2025, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria (see "Asset
Isolation And Special-Purpose Entity Methodology," published on
March 29, 2017).

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for the
class A1 to D notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class A2-A, A2-B,
B-1, B-2, and C notes could withstand stresses commensurate with
higher rating levels than those we have assigned. However, as the
CLO will be in its reinvestment phase starting from closing, during
which the transaction's credit risk profile could deteriorate, we
have capped our preliminary ratings assigned to the notes.

"For the class E notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC' rating. However, we have applied our
'CCC' rating criteria resulting in a 'B-' rating to this class of
notes."

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

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

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

-- S&P's model generated break even default rate at the 'B-'
rating level of 24.69% (for a portfolio with a weighted-average
life of 4.65 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.65 years, which would result
in a target default rate of 14.42%.

-- S&P also noted that the actual portfolio is generating higher
spreads/coupons and recoveries versus the covenanted threshold that
it has modeled in its cash flow analysis.

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

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

S&P said, "Taking the above factors into account and following our
analysis of the credit, cash flow, counterparty, operational, and
legal risks, S&P believes that its preliminary ratings are
commensurate with the available credit enhancement for all the
rated classes of notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on A1 to D classes of notes
to five of the 10 hypothetical scenarios we looked at in our
publication "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020.

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

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Blackstone
Ireland Ltd.

  Ratings List

  CLASS        PRELIM.    PRELIM.    INTEREST      CREDIT
               RATING     AMOUNT     RATE (%)      ENHANCEMENT (%)
                        (MIL. EUR)  
  A-1A Note    AAA (sf)   149.00     3mE + 0.85      40.00
  A-1A Loan    AAA (sf)   151.00     3mE + 0.85      40.00
  A1-B Note    AAA (sf)    10.00     3mE + 1.20      38.00
  A-2A Note    AA (sf)     40.00     3mE + 1.60      28.00
  A-2B Note    AA (sf)     10.00        2.00         28.00
  B-1 Note     A (sf)      22.50     3mE + 2.30      21.50
  B-2 Note     A (sf)      10.00        2.70         21.50
  C Note       BBB (sf)    31.25     3mE + 3.15      15.25
  D Note       BB- (sf)    26.25     3mE + 5.96      10.00
  E Note       B- (sf)     15.00     3mE + 8.69       7.00
  Subordinated NR          51.00        N/A            N/A

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


RYE HARBOUR: Fitch Affirms B- Rating on Class F-R Notes
-------------------------------------------------------
Fitch Ratings has revised the Outlooks on Rye Harbour CLO DAC's
class E and F notes to Stable from Negative and affirmed the
ratings.

       DEBT                 RATING          PRIOR
       ----                 ------          -----
Rye Harbour CLO DAC

A-1-R XS1596795432    LT  AAAsf  Affirmed   AAAsf
A-2-R XS1596796596    LT  AAAsf  Affirmed   AAAsf
B-1-R XS1596796836    LT  AAsf   Affirmed   AAsf
B-2-R XS1596797487    LT  AAsf   Affirmed   AAsf
C-1-R XS1596798295    LT  Asf    Affirmed   Asf
C-2-R XS1596798881    LT  Asf    Affirmed   Asf
D-R XS1596799699      LT  BBBsf  Affirmed   BBBsf
E-R XS1596800372      LT  BB-sf  Affirmed   BB-sf
F-R XS1596800299      LT  B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

Rye Harbour CLO DAC is a securitisation of mainly senior secured
loans (at least 90%) with a component of senior unsecured,
mezzanine and second-lien loans. The portfolio is managed by Bain
Capital Credit. The reinvestment period ends in April 2022.

KEY RATING DRIVERS

Stable Asset Performance

Portfolio performance has been stable since the previous review.
The trustees' report of 8 April 2021 indicates that the deal is
below target par by 2.8% due to defaulted assets in the portfolio.
All coverage tests, portfolio profile tests and Fitch-related
collateral quality tests are passing, except the Fitch-weighted
average rating factor (WARF) test minimum weighted average spread
test, which is failing marginally.

Exposure to assets with a Fitch-derived rating of 'CCC+' and below
as calculated by Fitch as of 24 April 2021 is 5.9% (or 7.8%
including the unrated names, which Fitch treats as 'CCC' under its
methodology, while the manager can classify them as 'B-' for up to
10% of the portfolio), compared to the 7.5% limit.

Resilience to Coronavirus Stress

The affirmation reflects the broadly stable portfolio credit
quality since the last review. The Stable Outlooks on the class A
to D notes and the revision of the Outlook on the class E notes to
Stable from Negative reflect the default rate cushion or a small
shortfall for the class F notes in the sensitivity analysis Fitch
ran in light of the coronavirus pandemic. Fitch has recently
updated its CLO pandemic stress scenario to assume that half of the
corporate exposure on the Negative Outlook is downgraded by one
notch rather than 100%.

'B'/'B-' Portfolio

Fitch assesses the average credit quality of the obligors to be in
the 'B'/'B-' category. At 13 March, the Fitch-calculated WARF of
the portfolio was 33.83.

High Recovery Expectations

Senior secured obligations make up 97.7% of the portfolio. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The latest
trustee report indicates that the Fitch weighted average recovery
rating of the portfolio was 63.3%.

Portfolio Well Diversified

The portfolio is well diversified across obligors, countries and
industries. The top 10 obligor concentration is no more than
15.12%, and no obligor represents more than 1.83% of the portfolio
balance. The top Fitch industry and top three Fitch industry
concentrations are also within the defined limits of 17.5% and
40.0%, respectively.

Deviation from Model-Implied Ratings (MIR)

The MIR for the class F notes is one notch below the current
rating. The deviation from the MIR reflects Fitch's view of a
significant margin of safety provided by available credit
enhancement. The notes do not present a "real possibility of
default", which is the definition of 'CCC' in Fitch's Rating
Definitions.

RATING SENSITIVITIES

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

-- At closing, Fitch used a standardised stress portfolio
    (Fitch's stressed portfolio) that was customised to the
    portfolio limits as specified in the transaction documents.
    Even if the actual portfolio shows lower defaults and smaller
    losses (at all rating levels) than Fitch's stressed portfolio
    assumed at closing, an upgrade could occur if there were
    continued better-than-initially expected portfolio credit
    quality and deal performance, leading to higher credit
    enhancement for the notes and excess spread available to cover
    for losses on the remaining portfolio.

-- Upgrades would be more likely for the investment-grade
    tranches if the transaction deleverages and the portfolio
    credit quality remains stable.

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

-- Downgrades may occur if the build-up of credit enhancement
    following amortisation does not compensate for a larger loss
    expectation than initially assumed due to unexpectedly high
    levels of default and portfolio deterioration. As disruptions
    to supply and demand due to the pandemic become apparent, loan
    ratings in those sectors will also come under pressure. Fitch
    will update the sensitivity scenarios in line with the view of
    its Leveraged Finance team.

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The downside sensitivity
incorporates a single-notch downgrade to all Fitch-derived ratings
on Negative Outlook. This scenario shows resilience of the ratings
for the investment-grade notes, and on the sub-investment-grade
notes the scenario will result in downgrades of no more than one
notch.

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

Rye Harbour CLO DAC

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

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

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

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

WESTERLY VII: Moody's Assigns (P)B2 Rating to EUR12M Class F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by North
Westerly VII ESG CLO DAC (the "Issuer"):

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

EUR27,500,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

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

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

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

EUR20,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B2 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 95% of the
portfolio must consist of senior secured obligations and up to 5%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 90% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the 6-month ramp-up period in compliance with the portfolio
guidelines.

NIBC Bank N.V. will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's 4.4-year reinvestment period.
Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations or
credit improved obligations. Additionally, the issuer has the
ability to purchase workout obligations using principal proceeds
subject to a set of conditions including maintenance of the par
amount of the portfolio and satisfaction of the par coverage
tests.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR15,000,000 Class M-1 Notes due 2034,
EUR35,000,000 Class M-2 Notes due 2034 and EUR36,950,000
Subordinated Notes due 2034 which are not rated. The Class M-1
Notes and Class M-2 Notes accrue interest in an amount equivalent
to the senior and subordinated management fees and its notes'
payments are pari passu with the payment of the senior and
subordinated management fees.

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

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

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR400,000,000

Diversity Score: 46

Weighted Average Rating Factor (WARF): 2,975

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 45.0%

Weighted Average Life (WAL): 8.5 years



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

BANCA POPOLARE: Fitch Affirms 'BB+' LT IDR, Outlook Negative
------------------------------------------------------------
Fitch Ratings has affirmed Banca Popolare dell'Alto Adige S.p.A.'s
(Volksbank) Long-Term Issuer Default Rating (IDR) at 'BB+' and
Viability Rating (VR) at 'bb+'. The Outlook on the Long-Term IDR is
Negative.

The affirmation reflects Volksbank's resilient credit profile since
the outbreak of the pandemic, as loan moratoria and other
government-support measures have largely shielded banks from
asset-quality deterioration. However, the Negative Outlook reflects
Fitch's view that Volksbank remains exposed to the risk of a
weaker-than-expected economic recovery. This could result in higher
impaired loans and affect Volksbank's ability to improve its
below-average profitability in short-to-medium term.

KEY RATING DRIVERS

IDRs AND VR

Volksbank's ratings reflect a franchise that is geographically
concentrated in the wealthy province of Bolzano, in northern Italy,
and a business model that is less diverse than higher-rated peers',
which results in below-average operating profitability and cost
efficiency that provides it with less financial flexibility. Risk
appetite is generally conservative, but the bank's risk controls
may lack depth and sophistication relative to some peers', although
Fitch acknowledges Volksbank's clear plan to strengthen them.

Capitalisation underpins the bank's ratings. Volksbank's Common
Equity Tier 1 (CET1) ratio of 14.5% has ample buffers over
regulatory minimum requirements and capital encumbrance by
unreserved impaired loans has reduced significantly in recent years
to a manageable 19% at end-2020. The change of the outlook on
Fitch's 'bb+' assessment for capitalisation to stable from negative
reflects Fitch's expectation that capital is resilient to scenarios
that are more severe than Fitch's baseline. However, the capital
score reflects the small size of its equity base, which leaves
Volksbank more vulnerable to its large holdings of Italian
government bonds (equal to 332% of Volksbank's CET1 capital at
end-2020) and potential asset-quality shocks.

Volksbank's gross impaired loans/gross loans of 6.4% at end-2020 is
in line with the domestic industry average but remains high by
international standards. Volksbank impaired loans coverage of 71%
at end-2020 also compares well with peers'. Fitch expects
Volksbank's gross impaired loans ratio to remain at 6% -7% in the
coming years, as the bank is likely to manage higher impaired loan
inflows through a mix of impaired loans sales, recoveries and
write-offs. However, the negative outlook on Fitch's 'bb'
assessment of asset quality reflects that Volksbank remains exposed
to the risks arising from the duration of the pandemic, since the
bank is highly exposed to the tourism industry, which is an
important contributor to the economy of the Bolzano province.

Profitability is a rating weakness as revenue generation remains
weak due to a fairly undiversified business model, continued
pressure on net interest margin from low interest rates and intense
competition. Costs are under control but remain structurally high
relative to revenues, as the bank's small size makes it difficult
to achieve material economies of scale.

The outlook on Fitch's 'bb-' assessment for earnings is negative,
since Fitch believes loan impairment charges would continue to
hamper profitability, especially if the economic recovery is weaker
or slower than Fitch expects. Deterioration in the economic
environment relative to Fitch's base case would also make it more
difficult to implement the bank's strategy of increasing revenue
diversification in fee-generating activities.

Volksbank's funding is mainly reliant on a stable and growing base
of deposits from loyal local customers. Overall funding
diversification is limited relative to larger domestic banks', and
the bank's ability to access debt market at times of heightened
volatility may be uncertain. ECB funding is large but, similar to
other domestic banks', utilisation is more opportunistically
motivated to support its net interest income than for actual
liquidity needs. Liquidity is sound, supported by healthy buffers
of liquid assets.

Volksbank's Short-Term IDR of 'B' is in line with Fitch's rating
correspondence table for banks with 'BB+' Long-Term IDRs.

DEPOSIT RATINGS

Volksbank's long-term deposits rating of 'BB+' is in line with the
bank's Long-Term IDR. This is because Volksbank has no binding
resolution requirement and unsecured debt buffers that are junior
to customer deposits at end-2020 were below the 10% of
risk-weighted assets (RWAs) required to grant an uplift above the
Long-Term IDR under Fitch's criteria. The rating also reflects that
the bank is unlikely to reach the required quantum of debt buffers
in the future, particularly since it is not bound by regulatory
requirements.

The short-term deposit rating of 'B' is in line with the bank's
'BB+' long-term deposit rating under Fitch's rating correspondence
table.

SUBORDINATED DEBT

Volksbank's subordinated debt is rated two notches below the VR for
loss severity to reflect poor recovery prospects. No notching is
applied for incremental non-performance risk because write-down of
the notes will only occur once the point of non-viability is
reached and there is no coupon flexibility before non-viability.

SUPPORT RATING (SR) AND SUPPORT RATING FLOOR (SRF)

The SR of '5' and SRF of 'No Floor' reflect Fitch's view that
although external extraordinary sovereign support is possible it
cannot be relied upon. Senior creditors can no longer expect to
receive full extraordinary support from the sovereign in the event
that the bank becomes non-viable. The EU's Bank Recovery and
Resolution Directive and the Single Resolution Mechanism for
eurozone banks provide a framework for the resolution of banks that
requires senior creditors to participate in losses, if necessary,
instead of or ahead of a bank receiving sovereign support.

RATING SENSITIVITIES

IDRs and VR

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

-- Fitch could downgrade the ratings if the impaired loans ratio
    rises above 10% without prospects of reversing this in the
    short term, especially if it results in capital encumbrance by
    unreserved impaired loans rising substantially on a sustained
    basis. Fitch could also downgrade the ratings if operating
    profitability deteriorates materially, falling below 0.25% of
    RWAs for a prolonged period, showing structural weaknesses.

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

-- Fitch could revise the Outlook on Volksbank's Long-Term IDR to
    Stable if asset quality, profitability and capital metrics
    emerge from the economic downturn largely unscathed.

-- Volksbank's company profile and moderate franchise mean Fitch
    sees limited scope for an upgrade unless the bank manages to
    sustainably improve its earnings generation on broader
    business diversification and structurally reduce its impaired
    loans ratio below 4%, while maintaining a CET1 ratio of at
    least 13%. An upgrade would also require evidence of a
    stronger and more stable operating environment.

DEPOSIT RATINGS

The deposit ratings are primarily sensitive to changes in the
bank's IDRs. They are also sensitive to an increase in the buffers
of senior and junior debt being issued and maintained by the bank,
or to binding resolution buffers being imposed on and maintained by
the bank.

SUBORDINATED DEBT

The rating of subordinated debt is primarily sensitive to changes
in the bank's VR, from which it is notched. The rating is also
sensitive to a change in the notes' notching, which could arise if
Fitch changes its assessment of their non-performance relative to
the risk captured in the VR.

SR AND SRF

An upgrade of the SR and upward revision of the SRF would be
contingent on a positive change in the sovereign's propensity to
support the bank. In Fitch's view, this is highly unlikely,
although not impossible.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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

BANCO DI DESIO: Fitch Affirms 'BB+' LT IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Banco di Desio e della Brianza S.p.A.'s
(Desio) Long-Term Issuer Default Rating (IDR) at 'BB+' and
Viability Rating (VR) at 'bb+'. The Outlook on the Long-Term IDR is
Stable.

The affirmation of Desio's ratings primarily reflects Fitch's view
that the bank's capitalisation has sufficient buffers to absorb
asset-quality deterioration and profitability pressures stemming
from the economic fallout from the coronavirus pandemic, including
in a more adverse scenario than Fitch's baseline.

KEY RATING DRIVERS

IDRs AND VR

The ratings reflect Desio's sound capitalisation, and stable
funding and liquidity profile, underpinned by a loyal, stable and
granular customer deposit base. The ratings also reflect the bank's
modest regional franchise, and a business model that remains
sensitive to interest-rate and economic cycles, resulting in modest
profitability. Asset quality has shown limited impact from the
pandemic to date and remained better than the domestic sector
average, but Fitch expects it to deteriorate from 2H21.

Desio's capitalisation is a rating strength, with a common equity
Tier 1 (CET1) ratio of 14.7% at end-2020 comparing well with
domestic peers' and with ample buffers over the Supervisory Review
and Evaluation Process (SREP) requirement. In 2020, capital ratios
benefited from dividend suspension and fewer risk-weighted assets
(RWAs) given lower impaired loans, disbursement of state guarantees
and the introduction of regulatory capital-release measures.
Capital encumbrance from unreserved impaired loans is manageable,
as it further decreased in 2020 to about 20% of CET1 at year-end.
In Fitch's assessment of capitalisation, Fitch also considered
concentration risks from Desio's large holdings of Italian
government bonds representing about 250% of CET1 capital at
end-2020.

The bank's impaired loans/gross loans of 5.4% at end-2020 was below
the domestic industry average of about 6% but still weak by
international standards. Asset quality slightly improved from the
previous year, mainly due to robust loan growth, supported by
state-guaranteed facilities and loan moratoria, and a continued
reduction of impaired loans. The impaired loan coverage also
increased to a satisfactory 60% at end-2020 from 53% in 2019,
helped by the frontloading of pandemic-related loan impairment
charges (LICs).

Fitch expects modest deterioration of Desio's asset quality from
2H21 as government-support measures gradually expire. Fitch's
expectation also takes into account a granular loan portfolio, that
the bank operates in a wealthy region and its continued de-risking
strategy, albeit at a slower pace than in the recent past, through
a combination of small impaired loans disposals and internal
workout. However, Desio remains exposed to persisting uncertainty
over the economic environment in Italy, should it perform worse
than Fitch's expectation.

Profitability is also exposed to downside risks, as a
weaker-than-expected economic recovery could result in higher LICs
and weaker revenue. Desio's operating profitability remains below
the international sector average, due to a combination of lower
revenue diversification, weak cost efficiency and high LICs.
Successful execution of Desio's strategy targeting an expansion of
the bank's distribution of wealth management and insurance
products, would be beneficial to earnings diversification and
offset pressure on net interest income.

Funding remains stable, owing to the strength of its deposits
franchise with customer deposits accounting for over 70% of total
funding at end-2020. Wholesale funding is limited and largely in
the form of covered bonds. ECB funding is large but, similar to
other domestic banks, utilisation is more opportunistically
motivated to support net interest income than for actual liquidity
needs. Liquidity is sound, underpinned by adequate buffers of
unencumbered eligible assets.

Desio's Short-Term IDR of 'B' is in line with Fitch's rating
correspondence table for banks with 'BB+' Long-Term IDRs.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating of '5' and Support Rating Floor of 'No Floor'
reflect Fitch's view that, although external support is possible,
it cannot be relied upon. Senior creditors can no longer expect to
receive full extraordinary support from the sovereign in the event
that the bank becomes non-viable. The EU's Bank Recovery and
Resolution Directive and the Single Resolution Mechanism for
eurozone banks provide a framework for the resolution of banks that
requires senior creditors to participate in losses, if necessary,
instead of or ahead of a bank receiving sovereign support.

DEPOSIT RATINGS

Desio's long-term deposit rating is in line with the bank's
Long-Term IDR. Desio does not meet the conditions under Fitch's
criteria to allow for a rating uplift given depositor preference in
Italy and that the outstanding amount of qualifying subordinated
and senior debt is below 10% of RWAs and Fitch does not expect it
to increase above the 10% threshold that is required for an uplift
in Fitch's criteria. This is because Desio's funding strategy
prioritises long-term secured debt issuance, which are not
loss-absorbing.

Its short-term deposit rating of 'B' is in line with Fitch's rating
correspondence table for banks with 'BB+' long-term deposit
ratings.

RATING SENSITIVITIES

IDRs AND VR

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

-- A positive rating action is contingent on a stronger and more
    stable operating environment easing pressures on asset
    quality, combined with a meaningful and sustained improvement
    in its medium-term profitability prospects. The latter would
    be supported by a more diversified business model and
    strengthened franchise. An upgrade would also be contingent on
    Desio maintaining its sound capitalisation, including capital
    encumbrance to unreserved impaired loans.

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

-- The ratings are sensitive to the depth and duration of the
    pandemic and its impact on the bank's financial profile. The
    ratings could be downgraded if Desio's impaired loan ratio
    increases above 8%, resulting in unreserved impaired loans
    rising substantially on a sustained basis and without the
    prospect of recovery in the short term.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the Support Rating and upward revision of the Support
Rating Floor of Desio would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.

DEPOSIT RATINGS

The deposit ratings are primarily sensitive to changes in the
bank's IDRs. They are also sensitive to an increase in the buffers
of senior and junior debt being issued and maintained by the bank,
or to binding resolution buffers being imposed and maintained by
the bank.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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

LEONARDO SPA: S&P Affirms 'BB+/B' Ratings, Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its 'BB+/B' ratings on aerospace and
defense firm Leonardo SpA.

The stable outlook indicates that S&P anticipates Leonardo will
improve its FFO-to-debt ratio toward 25% in 2021 and well above
this level from 2022.

Leonardo's battered civil business still weighs on its operating
performance, overshadowing the resilience of its governmental
business. This leaves it with no headroom under its 'BB+' rating.
Leonardo plans to acquire a 25.1% stake in German aerospace and
defense company Hensoldt. Because of this proposed acquisition, S&P
expects Leonardo's credit metrics to improve only slightly in 2021.
FFO to debt will rise slightly to 20%-25%, up from the 18.7%
recorded in 2020, but down from the 32.3% reported in 2019. As a
result, the company's credit metrics are likely to remain at the
low end of its thresholds for the current rating.

While Leonardo's governmental business has demonstrated resilience,
S&P considers that its civil business will continue to struggle
well beyond 2021. The civil business represented about 20% of
Leonardo's consolidated sales in 2020 and will continue to drain
cash. As the second and third waves of the pandemic have hit Europe
and North America, governments have returned to implementing strict
measures to contain the pandemic, including national lockdowns and
travel restrictions. This has created significant uncertainty about
the recovery in flying hours in 2021 and beyond, which could hit
production rates at airlines and original equipment manufacturing
(OEMs).

S&P said, "In our base case, we assume that there will be continued
material cash outflows from working capital and provisions. Based
on that, Leonardo is likely to have limited adjusted FOCF prospects
in 2021. We forecast adjusted FOCF of about EUR50 million-EUR100
million in 2021, improving to EUR250 million-EUR350 million in
2022, from EUR22 million in 2020."

On April 24, 2021, Leonardo announced it had entered into a
definitive agreement with KKR to buy a 25.1% stake in Hensoldt. The
acquisition, for a cash consideration of EUR606 million, could be
compensated, according to Leonardo's management, by inorganic cash
proceeds. Hensoldt is a European player in the field of sensor
solutions for defense and security applications. We understand that
the transaction is subject to clearance by customary antitrust
authorities; therefore, closing is expected in the second half of
the year. More positively, S&P notes that Leonardo's strategic
decision is likely to facilitate closer cooperation between these
two entities in the growing electronic market.

S&P said, "We also expect that Leonardo's management will act
swiftly in 2021 to preserve its leverage and will finance the
acquisition primarily from disposal proceeds or the proceeds of the
delayed DRS listing, limiting debt increase. However, at this
stage, Leonardo's financing plans and the timing of any disposals
have not been clearly outlined. If it finances the acquisition of
Hensoldt from its cash, we anticipate that FFO to debt will be
about 19%-20% in 2021, which could weigh on the rating." That said,
the company has adequate liquidity to sustain the acquisition
spending, even excluding any other extraordinary disposal proceeds
in 2021.

The rating on Leonardo is sustained by its resilient military and
governmental business, which had an order intake for 2020 just 2.5%
down on 2019 at EUR14,105 million. At year-end 2020, the order
intake on helicopters declined by 3.2% from 2019, to EUR4,494
million. Military business Integrated Merlin Operational Support
(IMOS) U.K., NEES, and 32 TH-73A for the U.S. Navy and 31 NH90
helicopters for Germany helped offset the decline in the civil and
export market. The Electronics Europe order book increased by 6% to
EUR4,710 million in 2020, supported by key orders on
next-generation radars (U.K. Eurofighter Typhoons), IMOS, Italian
Blindo Centauro 2 vehicles, and 4 Vulcano systems for the Dutch
navy. Leonardo DRS' order book improved by 2.4% from 2019 to
EUR2,674 million in 2020 thanks to a sound order intake underpinned
by Mounted Family of Computer Systems (MFoCS) for U.S. Army and
naval systems for CVN80 and CVN81 ships for U.S. Navy. The aircraft
segment's order intake achieved EUR2,031 million in 2020, up by
6.7% in 2019 thanks to modernization of the EFA Germany fleet, F-35
and logistic support services for Italian C-27J and EFA aircraft,
offset by pandemic-related export delays. Aerostructure business
was deeply hit by the pandemic and saw the order intake shrinking
38.7% from 2019, to EUR581 million in 2020.

Over 2020, Leonardo's nonrecurring and one-off costs started
surging again after 2019, when one-off costs reached about EUR70
million. Because of the pandemic in 2020, these reached about
EUR400 million, about EUR100 million higher than in 2018. As a
result, Leonardo's reported EBIT fell to EUR517 million in 2020,
from EUR1,153 million in 2019. Return on sales dropped to 3.9% from
8.4% in 2019. For 2021, we expect nonrecurring and restructuring
costs to be EUR200 million-EUR250 million. Measures to partially
mitigate low production rates in the group's aerostructure business
will account for part of these costs. Thus, we expect our adjusted
EBITDA margin to remain below the 2019 level of 12.3% for at least
the next couple of years, before returning to pre-pandemic levels.

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 indicates that S&P expects Leonardo to be able
to improve its FFO-to-debt ratio toward 25% in 2021 and sustain it
at well above this level from 2022.

S&P would consider lowering the ratings if Leonardo's leverage
metrics were to deteriorate, especially if FFO to debt fell
sustainably below 20%. S&P believes this scenario could materialize
if Leonardo:

-- Finances the Hensoldt acquisition entirely from additional net
debt,

-- Faces more difficult industry conditions, or

-- Suffers unforeseen operational setbacks.

S&P could consider upgrading Leonardo if the company's adjusted
FFO-to-debt ratio sustainably improved above 35% and its debt to
EBITDA declined toward 2x while maintaining an EBITDA margin of
about 13%. An upgrade would be possible if a solid top line and
EBITDA margins translate into FOCF generation of about EUR300
million per year, and management maintains its commitment to credit
metrics commensurate with an investment-grade rating.




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

WINTERFELL FINANCING: S&P Assigns 'B' Ratings, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' ratings to Winterfell Financing
Sarl (Stark Group) and the senior secured term loan B (TLB).

The stable outlook reflects S&P's view of Stark Group's improving
profitability translating into further EBITDA growth and strong
free operating cash flow (FOCF), leading to a reduction in debt to
EBITDA below 6.5x in fiscal 2022 (FY2022; ending July 31, 2022).

CVC Capital Partners signed an agreement in January 2021 to acquire
100% of Stark Group. The financing package includes a EUR1,345
million senior secured seven-year TLB borrowed by Winterfell
Financing, and a EUR200 million 6.5-year senior secured RCF,
undrawn at the transaction's closing. The transaction values Stark
Group at an enterprise value (EV) of EUR2.4 billion, with EUR1,010
million of equity, including a EUR450 million shareholder loan that
we treat as equity. Overall, the capital structure remains highly
leveraged, in our view, and S&P's financial risk profile continues
to reflect the group's private-equity ownership and potentially
aggressive strategy to maximize shareholder returns over the
investment horizon.

Resilient operations over the last 12 months will support growth in
FY2021, notwithstanding the pandemic. Stark Group operates in the
Nordics and Germany, where lockdown measures have been less
restrictive than in other parts of Europe. The company's
distribution network has remained open throughout the pandemic
because the relevant government authorities consider it essential.
In FY2020, the company delivered 2.5% organic growth in net sales,
adjusted for currency effects and acquisitions. Stark Group has
continued to win small and midsize enterprise (SME) customers and
maintain its focus on better sourcing, effective pricing, and
supporting its own-brand portfolio.

The successful integration of Stark Germany is positive for the
group's scale and margins, and supports our assessment of the group
business risk profile. The company acquired the EUR2 billion German
distribution business of Saint-Gobain in mid-2019, and integrated
it without any major setbacks. Germany is the largest and one of
the most stable European construction markets, with high repair,
maintenance, and improvement exposure. The scale of the combined
business, allowing greater buyer power, coupled with efficient
sourcing and pricing, has already led to improved profitability. As
such, Stark Germany's gross margin increased by 60 basis points in
FY2020, with room for improvement. From a cost perspective, the
integration is nearing completion, with remaining integration costs
of below EUR1 million, compared with EUR31 million in FY2020.

S&P said, "We expect Stark Group's revenue and earnings will
continue to increase, supported by favorable trends and proactive
management, resulting in higher profitability.Stark Group should
continue to benefit from the shift in consumer behavior, with
consumers now focusing on home improvements because of spending
vacations at home amid the pandemic. We also believe fiscal policy
tools in response to the global recession--as well as energy
efficiency and a sustainability push leading to
earlier-than-planned renovations--will benefit both the
construction industry and Stark Group. Moreover, we anticipate
margin improvement in our base case, supported by better sourcing,
thanks to the company's greater scale and annual supplier
renegotiations. We also believe other management initiatives, such
as increased pricing practice sophistication, will lead to higher
profitability.

"Strong free cash flow generation and a well-invested real estate
portfolio underpin Stark's credit quality. We forecast significant
FOCF generation, driven by improving EBITDA and low capital
expenditure (capex) requirements. We include in our base case about
EUR50 million of capex per year, excluding freehold capex and
including EUR15 million-EUR20 million growth capex, in line with
historical levels. Stark Group implemented a EUR100 million
factoring facility, with EUR50 million expected to be drawn in
fiscal 2021. Overall, we assume a modest working capital outflow in
fiscal 2021 (before factoring), given our expectation of higher
activity, high intrayear seasonal working capital requirements, and
an increased focus on working capital, supported by several
initiatives (procurement savings, management bonus programs, for
example). Additionally, Stark's substantial owned real estate
portfolio (valued at approximately EUR900 million after the
sale/leaseback of properties in Sweden) provides financial
flexibility, in our view, because it could become a source of cash
in case of need. For example, the company agreed in September 2020
to enter a sale and lease back operation for 37 branches in Sweden
and used the proceeds (about EUR128 million or SEK1,410 million) to
reimburse fixed rate notes. In our base case, we assume Stark Group
will preserve the value of its real estate portfolio with smaller
scale additions and divestments, and that freehold capex will even
out."

The ratings are in line with the preliminary ratings S&P assigned
on Feb. 8, 2021.

S&P said, "The stable outlook reflects our view of Stark Group's
margin improvement over the past year, leading us to forecast an
increase in its EBITDA to EUR270 million-EUR300 million in FY2021
and potentially in excess of EUR300 million in FY2022, as well as
strong free operating cash flow (FOCF). This should lead to a
reduction in debt to EBITDA to below 6.5x in FY2022, which we view
as commensurate with the rating.

"The stable outlook also factors in our expectation of the seamless
integration of acquisitions completed to date, and our expectations
that Stark Group will continue to improve its profitability. Given
the high leverage at closing, rating headroom is rather limited and
unable to absorb a debt increase."

S&P could lower the ratings if adjusted leverage did not improve
and instead remained above 6.5x in 2022, or if FOCF weakened
significantly. This would most likely happen if:

-- Adjusted debt increased, for example due to a debt-funded
acquisition or dividend distribution to shareholders; or

-- Stark Group severely underperformed and experienced margin
pressure.

The probability of an upgrade over our 12-month outlook horizon is
limited, given the group's high leverage and the potentially
aggressive financial policy of CVC Capital Partners, the new
private-equity sponsor. S&P could raise the rating if the group
posted adjusted debt to EBITDA sustainably below 5x and funds from
operations (FFO) to debt consistently above 12%. In addition, an
upgrade would also depend on a commitment from CVC Capital Partners
to maintain leverage at a level commensurate with a higher rating.




===========
N O R W A Y
===========

NORWEGIAN AIR: To Raise Up to NOK6BB Under Restructuring Plan
-------------------------------------------------------------
David Kaminski-Morrow at FlightGlobal reports that Scandinavian
budget carrier Norwegian is looking to raise up to NOK6 billion
(US$725 million) as part of its broad restructuring plan, following
court approvals of arrangements to exit examinership processes.

Norwegian has reduced debt and cancelled large numbers of aircraft
orders during the restructuring, and is looking to emerge with a
fleet of 51 aircraft -- pointing out that it has signed agreements
for 44 leased and four owned aircraft, and intends to retain three
more, FlightGlobal relates.

According to FlightGlobal, it says its total liabilities upon
completion of the proposed restructuring will be around NOK16-NOK18
billion including NOK5.8-NOK6.3 billion in aircraft-related debt.
The company's cash balance will be some NOK7 billion, FlightGlobal
discloses.

Norwegian, FlightGlobal says, is proposing to offer bonds to bring
in NOK1.875 billion, conduct a rights issue for another NOK395
million, and carry out a private placement of new shares such that
the total proceeds will not exceed NOK6 billion.

The rights issue will comprise an offering of just over 63 million
new shares, at most, with a subscription price of NOK6.26 each,
FlightGlobal notes.

Existing shareholders will be granted three subscription rights for
every two shares already held. The subscription period is expected
to run from May 7-21, says the carrier.

Norwegian states that the private placement will encompass up to
958.4 million new shares at the same subscription price,
FlightGlobal relays.  The placement will comprise an institutional
offering and an offering directed towards eligible
private-placement creditors, as determined by the restructuring
proposal, according to FlightGlobal.

Investors in the capital raise will own some 75.7% of the company,
if the NOK6 billion scheme is fully subscribed, while unsecured
creditors will own 20.6% and existing shareholders will have the
remaining 3.7%, FlightGlobal states.




=============
R O M A N I A
=============

KAZMUNAYGAS: S&P Affirms 'BB' Ratings, Outlook Neg.
---------------------------------------------------
S&P Global Ratings affirmed its 'BB' ratings on KazMunayGas (KMG).
The outlook remains negative.

The negative outlook indicates that S&P could downgrade KMG, if the
group's strategy continues to involve asset transfers to the state
or state-owned companies without compensating improvements in its
credit metrics.

S&P said, "The negative outlook on our 'BB' rating on KMG reflects
the uncertainty regarding the group's future role in Kazakhstan's
hydrocarbons sector.In March 2021, KMG signed a management
agreement with its shareholder Samruk Kazyna (Kazakhstan's national
wealth fund) with respect to 100% shares of KazTransGas. The
agreement should facilitate the government's direct participation
in the development of the domestic gas market, including pricing,
pipelines, and the gasification of Kazakhstan's regions. Although
there is currently no public guidance, we see a risk that this
could be just the first step in changes to KMG's strategy given
that the state has also mentioned another pipeline, KazTransOil, as
a candidate for transfer of control to the government. Should KMG
fully lose control of one or both of its pipelines (this would
require bondholders' consent)--which we view as more stable
businesses than upstream oil and gas--we could revise downward our
assessment of KMG's business risk profile. With no proper
compensation in the form of replacement with similar quality
assets, we could consider a downgrade unless the loss of pipelines
is offset by stronger credit metrics.

KMG's FFO to debt will improve to about 20% in 2021, commensurate
with the current rating, with further improvements in 2022-2023.
Higher oil prices of $60per barrel (/bbl) this year, compared with
an average of $42/bbl in 2020, will be the key contributor to KMG's
improving performance. S&P said, "We forecast EBITDA to reach
Kazakhstan tenge (KZT)1,050 billion-KZT1,150 billion (about $2.4
billion-$2.7 billion), compared with KZT767 billion in 2020. We
expect FFO to debt of 18%-22% in 2021, which is commensurate with
the current rating level, compared with 12.4% in 2020. Further
EBITDA improvements--to KZT1,200 billion-KZT1,300 billion in 2022
and KZT1,250 billion-KZT1,350 billion in 2023--will be driven
largely by higher dividends from joint ventures (JVs) as we do not
expect average oil prices to exceed $60/bbl in the coming years. We
forecast FFO to debt to improve to 24%-29% in 2022 and 30%-35% in
2023." Importantly, KMG's discretionary cash flows (DCF) should
turn positive in the coming years, which should support the group's
gradual deleveraging given that KMG has finished repaying large
Tengizchevroil (TCO) prepayments. These consumed a large part of
its cash flows in past years.

Dividends from JVs will be sensitive to OPEC+ deal developments and
the completion of Tengizchevroil's expansion project. S&P said, "We
expect two entities to contribute to KMG receiving higher dividends
in the next two years: TCO and Caspian Pipeline Consortium (CPC), a
pipeline that carries most of TCO's oil to the Russian port of
Novorossiysk. We see some risk to dividends from both TCO and CPC,
given that oil production (and therefore transportation for CPC)
remain constrained by the OPEC+ deal, while TCO is still completing
its $45.2 billion expansion, which is consuming virtually all its
cash flows but should boost production by up to 260,000 bbl/day.
TCO has already postponed the start to the project and there is a
risk of further delays amid COVID-19 restrictions. CPC's volumes
and therefore cash flows also depend on additional oil from TCO,
which we expect to be delivered around mid-2023 as the pipeline has
undergone a major expansion to accommodate the extra volumes.
Should the dividends from both companies be significantly lower
after 2021, KMG's FFO to debt could be at risk of not exceeding 30%
in 2023. At the same time, better oil prices and a timely start of
TCO's expansion could support better dividends for KMG."

S&P said, "Our rating on KMG continues to factor in our expectation
of a high likelihood of extraordinary state support. This results
in a two-notch uplift above our assessment of the company's 'b+'
stand-alone credit profile, which is the highest uplift for
government-related entities (GREs) in Samruk-Kazyna's portfolio. We
do not expect this to change following the government's planned IPO
on the minority stake (postponed several times)." That said, the
government's recent actions call into question KMG's status as the
national oil champion; KMG accounts for only about 25% of country's
oil production currently.

KMG is the government's main asset in the strategic hydrocarbon
industry, with priority access to new assets and stakes in all
significant oil ventures in the country. It is a large exporter,
taxpayer, employer, and supplier of low-priced fuel to the domestic
market. S&P said, "In our view, KMG's default would have
significant repercussions for the government's reputation and for
that of other GREs. Still, KMG is only responsible for 25% of the
country's oil production (about 16% if only majority-owned
production is included), with minority stakes in the country's
largest and most profitable internationally led projects. In our
view, support procedures via Samruk-Kazyna could be complex and
time-consuming and could further complicate the IPO scenario. We
believe that the government generally tolerates the relatively high
debt at KMG and other GREs."

S&P said, "We could lower the rating if KMG loses control of and
cash flows from some of its most stable and profitable assets,
including KazTransGas, unless counterbalanced by stronger credit
metrics.

"We could also lower the ratings on KMG if we believe that its FFO
to debt is not going to exceed 20% sustainably in the next few
years, as a result of operational setbacks or a more aggressive
financial policy leading to large nonstrategic investments,
transactions with related parties, or dividend payments.

"Finally, we would also lower the rating if we believed that the
government's support to the group was weakening as a result of KMG
playing a less important role in Kazakhstan's economy."

Upside scenario

S&P said, "We could revise the outlook to stable if KMG's credit
metrics stabilize in 2021, with FFO to debt consistently above 20%,
as a result of oil prices recovering and KMG's accurate execution
of its cost efficiency and capital spending strategy, while its
operating model remains vertically integrated.

"We could revise our outlook on KMG to stable--even if we revise
down its business risk profile--if we believed its FFO to debt was
going to be sustainably above 30%."




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

UC RUSAL: Fitch Raises LT IDR to 'BB-', Outlook Stable
------------------------------------------------------
Fitch Ratings has upgraded Russian-based aluminium producer United
Company RUSAL, international public joint-stock company's (RUSAL)
Long-Term Issuer Default Rating (IDR) to 'BB-' from 'B+'. Fitch has
also upgraded RUSAL Capital D.A.C.'s senior unsecured notes to
'BB-' from 'B+'. The Recovery Rating is 'RR4'. The Outlook on the
Long-Term IDR is Stable.

The upgrade of RUSAL's Long-Term IDR reflects strong cash-flow
generation from the aluminium business in a very supportive market
and robust dividends from PJSC MMC Norilsk Nickel (NN; BBB-/Stable)
over the next few years, together with the company's intention to
reduce gross debt by more than USD1 billion over the next 24
months. Global demand for aluminium continues to show positive
momentum. The most recent market data indicate a balanced market
for 2021 and increasing deficits for subsequent years, which will
help to run down large stocks outside of China and will support
prices.

Fitch now forecasts funds from operations (FFO) gross leverage to
improve towards 3x by 2022 and FFO net leverage towards 2x in the
near term. Fitch assumes that the much-improved financial profile
could lead to reinstatement of a dividend policy. Further positive
rating action depends on the evolution of financial policies,
including future distributions and the debt profile.

The rating is also supported by the extension of the maturities of
the Sberbank debt that is secured with Norilsk Nickel shares
(previously the bulky amortisation starting from 2022 coincided
with the expiry of the Norilsk Nickel shareholder agreement) and by
a reduction of funding costs across the debt portfolio.

KEY RATING DRIVERS

Resilient Performance in 2020: Earnings from the aluminium business
were weak at USD843 million in 2020. However, the USD1,170 million
dividend from NN and USD248 million working capital inflow allowed
the group to fund its capex and generate positive free cash flow of
USD893 million, despite the pandemic-induced volatile market
environment at the beginning of 2020. At end-2020 RUSAL had USD2.2
billion of cash, FFO net leverage was 2.9x (2019: 3.7x), and FFO
gross leverage was 4.1x.

Material Deleveraging Capacity: RUSAL will continue to generate
free cash flow in excess of USD500 million a year, even if it puts
a moderate dividend policy in place. Earnings from the aluminium
business are expected to be at or above USD1.5 billion per annum
and NN dividends will be around USD1 billion on average over the
next three years. Fitch now forecasts FFO net leverage close to 2x
over the next three years.

Market Now Balanced in 2021: The aluminium demand recovery
continues to gain momentum. China reported growth in 2020, while
the rest of the world is expected to exceed pre-pandemic demand
levels in 2022. Fitch expects compound annual growth to be 2.7%
until 2025 with automotive (premium cars, including electric
vehicles), renewable energy (solar and wind installations) and home
improvements being sectors that bolster demand. The improved
economic outlook is likely to produce increasing market deficits
over time, which will allow for sizeable stocks outside of China to
be used.

China's focus on restricting energy consumption, particularly from
coal, will limit the country's aluminium output, potentially even
falling short of the government-mandated output cap of 44.5 million
tonnes a year. China will remain a net importer of primary
aluminium up to 2025 according to CRU Group. New plants will have
to be built outside of China.

Vaccines Spark Optimism: The deployment of vaccines against
Covid-19 is gathering pace in the largest consumer regions - China,
Western Europe and North America - which increases market
confidence that the recovered demand will be sustained, even after
restocking is complete throughout the value chain.

Growth Capex In Progress: RUSAL did not scale back capital
investment despite the turmoil in commodity markets in 1H20, and is
expected to complete its major projects at Taishet in the next few
years - the aluminium smelter will start production in 2021 (ramp
up to 428.5 thousand tonnes in 2022) and the second phase of its
anode plant will start up in 2023. Capex is forecast, on average,
at slightly more than USD1 billion for the next three years. Around
50%-55% of total spend represents capital maintenance.

NN a Large Dividend Source: RUSAL owns a 27.82% stake in NN, a
leading mining company that recovers polymetallic ore for the
production of nickel, copper, platinum and palladium; all of which
have robust medium-term demand. Due to a forthcoming increase in
capital investment, NN's management has proposed to revise the
dividend policy to reflect 50%-75% of free cash flow. A final
decision on the future dividend policy is expected before expiry of
the shareholder agreement in December 2022.

Competitive Cost Advantage: According to CRU, the majority of
RUSAL's smelters are positioned in the first quartile of the global
aluminium cost curve. Its smelters are in Siberia and source most
of their electricity from the region's hydroelectric power stations
- 98% of power procurement is from renewable sources. RUSAL
benefits from the low electricity prices in Russia and from a
discount for bulk supplies purchased from its parent EN+ GROUP
IPJSC (B+/Stable).

Leading Market Position: The ratings reflect RUSAL's position as
one of the top three aluminium producers worldwide, together with
China Hongqiao Group Limited (BB-/Stable) and Aluminum Corporation
of China Limited (A-/Stable), accounting for around 6% of the
world's aluminium output. RUSAL is further expanding with the
construction of the Taishet aluminium smelter.

Vertically Integrated Business: RUSAL operates throughout the
aluminium value chain with bauxite mining, alumina refining,
aluminium-smelting, production of value-added products and global
distribution. This enables good service to and integration with
customers and provides some insulation to input-cost inflation. Its
own alumina production more than covers its smelter needs and the
group is 80.4% self-sufficient in bauxite.

Rouble Devaluation Provides Support: Around 60% of RUSAL's
operating costs and 20% of the company's debt are denominated in
Russian roubles. As a result, currency depreciation incrementally
supports the financial profile in times of economic stress by
lowering production costs and reducing local currency debt in USD
terms.

DERIVATION SUMMARY

Comparable Fitch-rated peers to RUSAL include China Hongqiao Group
Limited (BB-/Stable) and Alcoa Corporation (BB+/Stable).

Hongqiao is the second-largest aluminium producer in the wold with
6.5 million tonnes of annual production capacity. The Chinese peer
is a first-quartile aluminium producer on the domestic cost curve
(first- and second-quartile on the global cost curve), with over
60% self-sufficient captive coal-fired energy base. This limited
its operating losses during the peak of the pandemic in China, when
the domestic economy ground to a halt and aluminium prices dropped
sharply.

Hongqiao has a more stable earnings and cash flow profile
(historical and forecast) than Alcoa and RUSAL. However, Hongqiao's
ratings are constrained by policy uncertainty regarding the
possible implementation of government surcharges on its captive
power generation as well as increasing refinancing risk, given the
large amount of onshore notes due in 1H21. If a surcharge on its
captive coal-based power supply were enforced, some financial
flexibility at the current rating would remain - with a downgrade
guideline of FFO net leverage sustained above 3.5x, compared to
reported historical leverage of 1.4x-2.3x.

Alcoa's rating reflects a more conservative financial profile than
RUSAL, evidenced by its modest net debt levels at comfortably below
USD1 billion (historical and forecast), which supports its 'BB+'
rating. Alcoa has a very different production footprint to RUSAL,
with excess production of bauxite and alumina. Higher aluminium
demand from customers is partly filled through trading or purchases
from the market, which dilutes reported margins. Most of Alcoa's
alumina facilities are located next to its bauxite mines, cutting
transportation costs and allowing consistent feed and quality. The
cash flow volatility of Alcoa's and RUSAL's aluminium businesses is
comparable.

KEY ASSUMPTIONS

-- Fitch's aluminium price assumptions (LME spot) at USD1,950/t
    in 2021, USD1,850/t in 2022-2023 and USD1,900/t in 2023;

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

-- Aluminium production increases in 2022 due to the Taishet
    aluminium smelter starting production;

-- Capex in line with the company's guidance;

-- Re-instatement of a moderate dividend from 2022 (a Fitch
    assumption).

RATING SENSITIVITIES

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

-- Further debt reduction with FFO gross leverage moving
    sustainably below 3.0x;

-- FFO net leverage below 2.5x on a sustained basis;

-- Clarity around future financial policies, including potential
    dividend policy and absolute or relative gearing targets.

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

-- FFO gross leverage above 4.0x or FFO net leverage above 3.5x
    on a sustained basis;

-- Free cash flow/total net debt below 5% in 2021, 2022 and 2023;

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

-- Corporate activity negatively affecting the business or
    financial profile.

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: At end-2020, RUSAL had around USD2.2 billion
of balance-sheet cash, compared to short-term maturities of around
USD730 million.

The company made material progress towards pushing out maturities
in 2020, reducing amounts due in 2022, 2023 and 2024. Following
this refinancing activity, including agreeing a revised repayment
schedule and improved terms with Sberbank linked to the combined
USD/RUB facility with around USD3.5 billion outstanding
(amortisation now starts in September 2024), it has around USD1.6
billion and USD1.7 billion of debt maturities in 2022 and 2023,
respectively. Fitch expects the company to continue managing the
refinancing risk of sizeable maturities well in advance.

The company also has strong access to the domestic capital market,
evidenced by its successful issuance of several tranches of Russian
bonds. Free cash flow (including NN dividends) has historically
been sizeable and positive and Fitch expects it to remain on
average above USD500 million a year.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Fitch reclassified USD19 million of depreciation of right-of
    use assets and USD9 million of interest on lease liabilities
    as lease expenses, reducing Fitch-calculated EBITDA by USD28
    million in 2020.

-- Fitch-adjusted debt as at end-2020 includes true-sale
    receivables of USD83 million.

-- RUSAL has a commitment to provide loans of up to USD114
    million to Boguchansky Aluminium Smelter if the latter was
    unable to fulfil its obligations under its credit facilities.
    Fitch included this off-balance-sheet commitment into Fitch
    adjusted debt.

ESG CONSIDERATIONS

RUSAL has an ESG Relevance Score of '4' for Governance Structure
due to its ownership concentration, which has a negative impact on
its credit profile and is relevant to the ratings in conjunction
with other factors. Sanctions from the US Treasury Department of
Foreign Asset Control (OFAC) were lifted in January 2019 after the
company agreed a corporate restructuring that ended majority
shareholder Oleg Deripaska's control and introduced a board that
consists of a majority of independent directors. Rusal is subject
to ongoing compliance with OFAC and will face consequences should
it fail to comply.

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



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

BANCAJA 7: S&P Raises Class D Notes Rating to 'BB (sf)'
-------------------------------------------------------
S&P Global Ratings raised its credit ratings on Bancaja 7 Fondo de
Titulizacion de Activos' class B, C, and D notes to 'AA+ (sf)', 'A+
(sf)', and 'BB (sf)', from 'AA- (sf)', 'BBB- (sf)', and 'B (sf)',
respectively.

S&P said, "The rating actions follow the implementation of our
revised criteria and assumptions for assessing pools of Spanish
residential loans. They also reflect our full analysis of the most
recent information that we have received and the transaction's
current structural features.

"Upon revising our Spanish RMBS criteria, we placed our ratings on
the class B, C, and D notes under criteria observation. Following
our review of the transaction's performance and the application of
our updated criteria for rating Spanish RMBS transactions, the
ratings are no longer under criteria observation.

"Our weighted-average foreclosure frequency (WAFF) assumptions have
decreased primarily due to the calculation of the effective
loan-to-value (LTV) ratio, which is based on 80% original LTV
(OLTV) and 20% current LTV (CLTV). Under our previous criteria, we
used only the OLTV. Our WAFF assumptions also declined because of
the transaction's decrease in arrears. In addition, our
weighted-average loss severity (WALS) assumptions have decreased,
due to the lower CLTV and lower market value declines. The
reduction in our WALS is partially offset by the increase in our
foreclosure cost assumptions."

  Credit Analysis Results

  RATING    WAFF (%)    WALS (%)   CREDIT COVERAGE (%)
  AAA       8.88        2.00        0.18
  AA        6.56        2.00        0.13
  A         5.39        2.00        0.11
  BBB       4.47        2.00        0.09
  BB        3.49        2.00        0.07
  B         2.81        2.00        0.06

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

S&P said, "Loan-level arrears currently stand at 3.6%, with a
recent increase in the last quarters. Overall delinquencies remain
below our Spanish RMBS index. We have considered the recent
deterioration in performance in our cash flow analysis by running
several sensitivities to an increased level of defaults.

"Cumulative defaults are close to 1.5% of the original pool
balance. No interest deferral trigger has been breached, and we do
not expect any to be breached in the short term. The transaction is
currently paying sequentially because the outstanding balance of
loans in 90+ arrears is above 1.50%. We expect the transaction to
be in sequential amortization until it is fully redeemed given the
low pool factor."

The reserve fund is at its floor value (EUR6.65 million) and will
no longer amortize, providing further credit enhancement as the
notes continue to amortize.

S&P's operational, rating above the sovereign, and legal risk
analyses remain unchanged since our last review. Therefore, the
ratings assigned are not capped by any of these criteria. Caixabank
S.A. became the servicer in the transaction after the merger with
Bankia S.A.

S&P said, "Credit Suisse International provides the interest rate
swap contract. The swap agreement is not in line with our most
recent counterparty criteria. The notes achieve the same ratings
when giving no benefit to the swap contract. Therefore, we have
de-linked class A, B, C, and D from our resolution counterparty
rating on Credit Suisse International. The class A, B, and C notes'
credit enhancement has increased to 13.1%, 8.4%, 5.5%, and 4.10%
due to the notes' amortization.

"We have upgraded classes B, C, and D to 'AA+ (sf)', 'A+ (sf)', and
'BB (sf), from 'AA- (sf)', 'BBB- (sf)', and 'B (sf)',
respectively.

"Under our cash flow analysis, the class B, C, and D notes could
withstand stresses at a higher rating than the current ratings
assigned. However, we also considered their overall credit
enhancement and position in the waterfall, deterioration in the
macroeconomic environment, and the recent deterioration in
performance observed over the last quarters."

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."


CODERE SA: S&P Downgrades ICR to 'SD' on Interest Nonpayment
------------------------------------------------------------
S&P Global Ratings lowered to 'D' from 'CCC-' its issue rating on
Spanish gaming company Codere S.A.'s currently outstanding EUR250
million super senior notes due 2023, following the missed interest
payment.

S&P said, "We affirmed our 'CC' rating on the EUR500 million and
$300 million senior secured notes. The recovery rating on these
notes remains at '4', but with lower recovery prospects than
before, given the additional debt raised at the super senior level.
We also lowered our long-term issuer credit rating on Codere to
'SD' (selective default) from 'CC'."

Spain-based Codere announced on April 22, 2021, that it had entered
into a lock-up agreement with an ad hoc committee formed by a
majority of its noteholders, to pursue a debt restructuring, which
S&P sees as a distressed exchange and tantamount to default.

On March 30, 2021, Codere used its 30-day grace period to delay
paying interest on its super senior notes due 2023. This payment
has been further extended by an additional 30 days, which
constitutes a default under our criteria, since it breaches a
stated promise on a financial obligation, despite bondholders
having consented to this extension, among other considerations in
the indenture.

The downgrade follows Codere's announcement that it has elected to
defer the EUR13.4 million coupon payment on the currently
outstanding EUR250 million super senior notes, beyond the stated
30-days grace period. In addition, it follows the announced
agreement with an ad hoc committee to reorganize Codere's capital
structure.

S&P said, "We view the current nonpayment of interest on the super
senior notes as a default because Codere has breached a stated
promise on a financial obligation, despite bondholders having
consented to this extension, among other considerations in the
indenture. Nevertheless, we expect Codere will meet its payment
obligations on other classes of obligations such as local debt, in
a timely manner.

"With regards to Codere's EUR500 million and $300 million senior
notes outstanding, we note the company opted to use the 30-day
grace period on its EUR17 million coupon payment due April 30,
2021. We understand that Codere intends to pay both coupon payments
totaling about EUR30 million by May 31, 2021, once it receives the
second tranche of the expected bridge funding."

On April 22, Codere entered into a lock-up agreement with an ad hoc
committee formed by two-thirds of the super senior lenders and 51%
of the senior note holders, to pursue a debt restructuring. Key
terms of the lock-up agreement include:

-- A total of EUR225 million of new money that will rank together
with the super senior notes, split into: (i) the issuance of EUR100
million of bridge funding in the short term, provided by May 27,
2021; and (ii) an additional EUR125 million cash coming from
lenders once a scheme of arrangement is approved by U.K. courts,
and which is not expected to be received until September 2021.

-- Amendments to the terms of the super senior notes, including a
three-year maturity extension and interest modifications,
reflecting lower cash interest and an additional payment-in-kind
(PIK) elements.

-- Amendments to the terms of the senior notes, including: (i) 25%
of the notes being reinstated with lower cash interest and
additional PIK elements, with four-year maturity extension; and
(ii) about 29% of the notes and an additional EUR15 million cash
interest that would otherwise be due in October 2021, being
exchanged into subordinated PIK notes with a four-year maturity
extension.

-- The balance of the senior notes being exchanged for 95% of the
equity in a newly created entity, with Codere S.A. retaining the
remaining 5%.

-- Subject to ongoing developments of the group's restructuring
plan, after any restructuring is complete, we would reassess the
group's proposed capital structure, business plan, and financial
policy and review the rating.


ID FINANCE: Fitch Affirms 'B-' LT IDR, Outlook Negative
-------------------------------------------------------
Fitch Ratings has affirmed ID Finance Spain S.A.'s (IDF Spain)
Long-Term Issuer Default Rating (IDR) at 'B-' with Negative
Outlook. Fitch has also affirmed IDF Spain's senior unsecured debt
at long-term 'B-' with a Recovery Rating of 'RR4'.

KEY RATING DRIVERS

IDRs

The ratings of IDF Spain reflect its small size (in both tangible
equity and net loans), short operating history, a business model
focused on under-banked borrowers leading to high credit risk and
heightened sensitivity to regulatory developments, a corporate
structure where related-party transactions are possible, as well as
economic uncertainty from the pandemic. The ratings also reflect
strong operating margins, a lean cost structure, a short-dated loan
portfolio, moderate market risk and an experienced management
team.

The Negative Outlook reflects heightened risks from the pandemic,
which in Fitch's view could put pressure on the company's asset
quality and profitability over the next 12-18 months.

IDF Spain has a nominal franchise, with total assets and equity of
EUR57.7 million and EUR9.7 million, respectively, at end-1Q21. The
company has demonstrated its ability to generate new business and
deliver a consistently positive financial result despite economic
stress. It launched a successful debut bond issue in September 2020
that extended its funding maturities, despite uncertainty in
capital markets at the time. Lending policies were tightened during
the peak of the crisis that reduced growth but adequate
profitability was maintained, resulting in an increase in the
company's equity base and contained leverage.

IDF Spain's gross debt/tangible equity was 4.5x at end-1Q21. Its
currently acceptable leverage remains sensitive to higher
impairment charges or changes in lending volumes, but this is
partly balanced by high margins, strong provisioning levels,
moderate market risk and full retention of profits. Nonetheless,
its small absolute equity base means that leverage remains
sensitive to loss events.

IDF Spain's margins compare well with peers'. Operational
efficiency has improved in line with the company's growing scale.
Profitability was sound in 1Q21 with an annualised pre-tax return
on average assets at just below 17%. However, IDF Spain's short
record of stable profitability and current economic uncertainties
constrain Fitch's assessment.

Fitch expects growth to continue to exceed peers', driven by the
start-up nature of the company. The rapid growth has not, in
Fitch's view, strained the company's infrastructure or control
environment given its reliance on IT and other systems of an
established sister company.

Reflecting the risk profile of its target market, its impaired
loans ratio (90 days overdue or Stage 3 loans/gross loans) was high
at 49% at end-1Q21 (37% at end-2020) and impairment charges to
revenue at around 60% in 1Q21 (62% in 2020). Positively, impaired
loans were provisioned at around 115% at end-1Q21 (the sum of Stage
2 and Stage 3 loans were provisioned at 84%).

IDF Spain's bond issue in 3Q20 helped improve the funding and
liquidity profile by lengthening the average tenor and reducing the
proportion of secured funding (around 40% at end-1Q21 compared with
around 74% at end-2019). Nonetheless, IDF Spain's funding profile
remains concentrated on peer-to-peer online platforms. Funding and
liquidity risks are partly balanced by IDF Spain's short-dated
asset base and generally sound cash generation, providing the
company with some deleveraging flexibility in times of stress.

SENIOR UNSECURED DEBT RATING

IDF Spain's senior unsecured debt rating is equalised with the
company's Long-Term IDR, reflecting Fitch's expectation of average
recoveries for the notes.

ESG Issues

IDF Spain has an ESG Relevance Score of 4 for Customer Welfare
given its exposure to higher-risk under-banked borrowers with
limited credit histories and variable incomes. This highlights
social risks arising from increased regulatory scrutiny and
policies to protect more vulnerable borrowers (such as lending
caps) regarding its lending practices, pricing transparency and
consumer data protection.

IDF Spain has as ESG Relevance Score of 4 for Exposure to Social
Impacts. This reflects risks arising from a business model focused
on extending credit at high rates that could give rise to consumer
and market disapproval, as well as to potential regulatory changes
and conduct-related risks affecting the company's franchise and
performance metrics.

IDF Spain has an ESG Relevance Score of 4 for Group Structure. This
reflects increased related-party activity and lack of transparency.
Related-party lending to group companies under the control of
shareholders (around 150% of equity at end-1Q21) is now an
additional risk factor. This, together with group structure
complexities that can lead to sizable intra-group transactions, may
increase risk to creditors. This has led to a revised ESG score for
Group Structure to '4' from '3'.

RATING SENSITIVITIES

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

-- Given the currently challenging operating environment, IDF
    Spain's ratings are particularly sensitive to deterioration in
    asset quality (including a weakening of provisioning levels),
    earnings and profitability and eroded access to multiple
    funding sources.

-- An increase in leverage with gross debt/tangible equity
    exceeding 5x on a sustained basis, in particular with no clear
    path of deleveraging in the short term.

-- A regulatory event or loss event that has the potential to
    affect business-model stability and, ultimately, viability. A
    related-party event adversely affecting funding-market access
    would be rating-negative.

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

-- A longer record of sound profitability while maintaining
    asset-quality indicators at current levels and ensuring
    continued funding access with low refinancing risks in the
    next 12-18 months could lead to a revision of the Outlook to
    Stable.

-- Upside is limited in the medium term, but sustained growth of
    IDF Spain's tangible equity base and general business scale,
    gradual diversification into lower-yielding conventional
    financial products with maintenance of sound profitability and
    adequate leverage coupled with improved asset quality could
    support an upgrade in the medium- to-long term.

-- IDF Spain's senior unsecured notes' rating is primarily
    sensitive to changes in the Long-Term IDR. In addition,
    changes to Fitch's assessment of relative recovery prospects
    for senior unsecured debt in a default (e.g. as a result of
    material balance-sheet encumbrance) could result in the senior
    unsecured debt rating being notched down from IDF Spain's IDR.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

IDF Spain has an ESG Relevance Score of 4 for Customer Welfare
given its exposure to higher-risk under-banked borrowers with
limited credit histories and variable incomes. This has a
moderately negative impact on IDF's Spain's rating and is relevant
to the rating in conjunction with other factors.

IDF Spain has as ESG Relevance Score of 4 for Exposure to Social
Impacts. This reflects risks arising from a business model focused
on extending credit at high rates, which could give rise to
potential consumer and market disapproval, as well as to potential
regulatory changes and conduct-related risks. This has a moderately
negative impact on the rating and is relevant to the rating in
conjunction with other factors.

IDF Spain has an ESG Relevance Score of 4 for Group Structure. This
reflects increased related-party activity and lack of transparency,
which has a moderately negative impact on the rating and is
relevant to the rating in conjunction with other factors.

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



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

MHP SE: Fitch Affirms 'B+' LT IDRs, Outlook Stable
--------------------------------------------------
Fitch Ratings has affirmed MHP SE's Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDR) and senior unsecured
rating at 'B+'. The Outlook is Stable.

MHP's Long-Term Local-Currency (LC) 'B+' IDR continues to benefit
from a one-notch uplift from Ukraine's Long-Term LC IDR, reflecting
an increasing share of profits from outside the country, as well as
MHP's strong business profile with reasonable scale and vertical
integration, both translating into high operating profitability
relative to rated peers. The Long-Term Foreign-Currency (FC) 'B+'
IDR, one notch above Ukraine's Country Ceiling of 'B', is supported
by a strong hard-currency debt service ratio.

The affirmation reflects Fitch's expectation of EBITDA recovery in
2021-22, supported by the recovery in poultry prices after a
material decline in 2H19-2020. Together with the anticipated profit
rebound in the grain growing segment, which suffered significantly
in 2020 due to unfavourable weather conditions in Ukraine, this
should drive deleveraging in 2021-22 back toward levels
commensurate with the rating. Fitch considers that additional cash
outflows in terms of related-party loans in 2020 signal weakened
corporate governance practices, even if these are currently
captured by MHP's rating.

KEY RATING DRIVERS

Moderate Profits Recovery in 2021: Fitch expects only partial
recovery toward 17.2% of MHP's EBITDA margin in 2021 from an
historical low of 15.6% in 2020. Fitch assumes that the anticipated
gradual recovery in poultry prices already observed during 1Q21
might not fully cover increases feed prices that began in 4Q20.

MHP's profits will also likely be supported by the recovery in the
grain growing segment's EBITDA, which was negatively affected in
2020 due to a large decline in crop yields in Ukraine due to the
unusually hot and arid weather conditions. This segment is likely
to benefit from higher commodity prices and normalised harvest in
2021. For 2022-2024 Fitch expects EBITDA margin normalisation to
within the 18.5%-19.6% range due to further poultry price growth,
along with an increase in export sales volumes following an
anticipated recovery in demand from hotels/restaurants and cafe
segment in the key export markets.

Expansion Paused: Pressured profitability in the poultry segment
and continued uncertainty amid the Covid-19 pandemic, means MHP has
continued to pause its plans for the second part of the
expansionary of its Vinnytsia poultry complex, subject to a
recovery in poultry prices and stabilisation of the pandemic. This
should allow MHP to maintain moderate capex over 2021-22 at
6.5%-7.5% of revenues, by deferring of nearly USD200 million of the
project-related investments. The second line of the project was
initially meant to increase MHP's overall poultry capacity to
840,000 tons from 730,000 tons, with most of the added output
intended to be sold for export.

Deleveraging Expected in 2021-22: Fitch calculates that an increase
in EBITDA, together with restrained capex and dividends will allow
MHP to reduce its funds from operations (FFO) gross leverage to
4.7x in 2021 and 4.2x in 2020 from 5.2x at end-2020, rebuilding its
headroom under Fitch's negative sensitivity of 4.5x. This assumes
MHP's continued disciplined approach to M&A ahead of key
contractual debt maturities in 2024, with no material debt-funded
acquisitions or investments in new facilities outside Ukraine.

Fitch also notes that MHP has contingent liabilities (USD36 million
as of end-2020, up from USD23 million the year before) related to
tax disputes with Ukrainian authorities. There is no provision set
aside for this event and while it is still relatively small
relative to the available cash resources, this may add to future
cash outflows if not resolved positively, delaying deleveraging.

Increased Diversification: MHP has reduced its share of revenue
from Ukraine to 30% currently from 41% in 2018, due to large export
sales (2020: 53% of revenue) and growing revenues from
Slovenia-based PPJ, acquired in 2019. Export sales growth is likely
to be restrained in 2021-22, due to flat poultry output, as the
company already operates at close to 100% capacity utilisation.
Export growth is likely to recover in the medium term, although
this will depend on completion of the second stage in Vinnytsia,
which Fitch does not assume before 2024. Nevertheless, Fitch
assumes further expansion at PPJ, where MHP targets continued
output growth of around 10% in 2021.

Covenants Breach Limits Further Indebtedness: Fitch expects MHP to
continue to exceed its Eurobond debt incurrence covenant of 3x net
debt-to-EBITDA over the next two years (2020: 3.66x). Fitch expects
this will have a limited impact on the company's operations, also
thanks to permitted debt incurrence of up to USD95 million for
general needs and USD35 million for capex. Nevertheless, the breach
will effectively limit the dividends amount to a maximum of USD30
million and, in Fitch's view, debt-financed acquisitions. Moreover,
Fitch's projections show that MHP would not require additional
funding through to at least 2023.

Strong Business Profile: MHP's unlevered credit profile of MHP
would be consistent with a rating in the low 'BB' rating category.
The ratings effectively benefit from MHP's strong market position
as the dominant poultry and processed meat producer in Ukraine,
with large scale domestically, and better access to bank financing
and greater vertical integration than local competitors and other
rated peers globally.

Continuing FX Mismatch: FX mismatch continues to weigh on MHP's
credit profile, with debt of USD1.5 billion at end-2020 mainly
denominated in US dollars and euros, while domestic operations
still accounted for a large portion of revenue. Fitch expects a
slight reduction in FX risks with the continued growth of MHP's
overseas operations and particularly once the planned extension of
production capacity resumes and is completed. MHP's FC IDR benefits
from strong hard-currency debt service coverage, which Fitch
calculates at around 2.7x-3.1x in 2021-2022 (3.5x in 2020), helped
by low debt maturities over the next three years.

Strong Parent-Subsidiary Links: The Long-Term IDRs of PJSC
Myronivsky Hliboproduct, MHP SE's 99.9% owned subsidiary, are
equalised with those of MHP, due to strong strategic and legal ties
between the two companies. Myronivsky Hliboproduct is a marketing
and sales company for goods produced by the group in Ukraine. The
strong legal links with the rest of the group are ensured by the
presence of cross-default/cross-acceleration provisions in
Myronivsky Hliboproduct's major loan agreements and suretyships
from operating companies generating a substantial portion of the
group's EBITDA.

Governance Concerns: Fitch has revised the Relevance Score for
Group Structure to '4' from '3' reflecting a new practice of
related-parties loans outflows that has started in 2019 and
continued in 2020. Such cash outflows, on which Fitch has limited
visibility, may impact the company's financial profile if they are
maintained or increased, particularly in conjunction with other
negative developments in the group's operating performance. This is
a signal of weakening governance practices, in a business that has
historically exhibited high governance standards in Ukraine.

DERIVATION SUMMARY

MHP has a strong business and financial profile that is comparable
with the low 'BB' rating category, but the operating environment in
Ukraine constrains its Long-Term LC IDR.

MHP's closest peer in in Fitch's portfolio of EMEA protein
suppliers is UK-based Boparan Holdings Limited (B-/Stable). Both
companies have comparable protein-processing capacities, focus on
one protein type, have leading market positions in their home
markets, and are exposed to risks related to concentration of
sourcing regions. However, MHP has significantly higher
profitability, due to the company's vertical integration into all
key stages of poultry production and lower production costs in
Ukraine compared to Europe. Compared with Boparan, MHP also has
greater end-market diversification and lower leverage, resulting in
a stronger credit profile, which mitigates its exposure to the more
volatile operating environment in Ukraine and FX risks for
creditors.

MHP's business is smaller and it has a weaker ranking on a global
scale than international meat processors Tyson Foods, Inc.
(BBB/Negative), Smithfield Foods, Inc. (BBB/Stable), BRF S.A.
(BB/Stable) and Pilgrim's Pride Corporation (BB+/Stable) in global
poultry production. This is balanced by higher profitability than
most peers and lower leverage than that of lower-rated
international companies in the meat processing sector.

KEY ASSUMPTIONS

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

-- Revenue increasing by an average of 1.6% over the next four
    years;

-- EBITDA margin trending towards 19.6% by FY24 from 15.6% in
    FY20;

-- Capex between USD127 million and USD150 million per year over
    the next four years;

-- Dividends of USD30 million per year in FY21-22, increasing to
    USD100 million in FY23-24 (Fitch's modelling assumption).

RECOVERY ASSUMPTIONS:

The recovery analysis assumes that MHP would be considered a going
concern in bankruptcy and that it would be reorganised rather than
liquidated. Fitch has assumed a 10% administrative claim.

MHP's going-concern EBITDA of USD240 million reflects Fitch's view
of a sustainable, post-reorganisation EBITDA level upon which Fitch
bases the valuation of the group. It reflects vulnerability to FX
risks and the volatility of poultry, grain and sunflower seeds
prices, as well as the volatility of some raw-material costs.

Fitch uses an enterprise value/EBITDA multiple of 4x to calculate a
post-reorganisation valuation reflecting a mid-cycle multiple. The
multiple is the same as that for Kernel Holding S.A., a Ukrainian
agricultural commodity trader and processor, and is unchanged
relative to Fitch's previous review.

Fitch does not consider MHP's pre-export financing (PXF) facility
as fully drawn in Fitch's analysis. Unlike a revolving credit
facility, a PXF facility has several drawdown restrictions and the
availability window is limited to only part of the year. Senior
unsecured Eurobonds and unsecured bank-loan creditors are
structurally subordinate to secured PXF lenders.

The principal waterfall analysis results in above-average recovery
expectations for senior unsecured Eurobonds. However, the Recovery
Rating is capped at 'RR4' due to the Ukrainian jurisdiction where
the majority of assets and operations are located. Fitch therefore
rates the senior unsecured Eurobonds as 'B+'/'RR4' with a waterfall
generated recovery computation output percentage capped at 50%
based on current metrics and assumptions.

RATING SENSITIVITIES

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

For the Long-Term LC IDR:

-- An improved operating environment in Ukraine, for example, as
    reflected in a higher sovereign Long-Term LC IDR;

-- Reduction in MHP's dependence on the local economy as measured
    by some decrease in the share of domestic sales in revenue
    without impairing profitability materially;

-- In both cases, an upgrade would be subject to maintaining
    adequate liquidity and FFO gross leverage sustainably below
    3.5x (2019: 3.6x).

For the Long-Term FC IDR:

-- Upgrade of MHP's LC IDR in conjunction with a hard-currency
    debt service ratio above 1.5x over the next two years, as
    calculated in accordance with Fitch's methodology "Rating Non
    Financial Corporates Above the Country Ceiling".

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

For the Long-Term LC IDR:

-- Further deterioration of corporate governance practices,
    including continued loans to related parties;

-- FFO gross leverage above 4.5x and FFO fixed-charge cover below
    2.5x (2019: 2.7x) beyond 2021;

-- Negative free cash flow margin on a sustained basis;

-- Liquidity ratio below 1.2x on a sustained basis;

-- Downgrade of Ukraine's LC IDR to 'B-' or below if not
    mitigated by Fitch's application of more than one notch rating
    uplift for MHP. The latter would be justified by an increased
    share of profits generated outside of Ukraine together with
    MHP's business and financial profiles remaining strong.

For the Long-Term FC IDR:

-- Hard-currency debt service ratio below 1x over the following
    12 months;

-- Downgrade of the Long-Term LC IDR.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: As of end-2020, MHP held USD193 million of
readily available cash on balance sheet, after Fitch's adjustment
of USD25 million for working capital purposes. This is more than
sufficient to repay short-term financial debt of USD40 million
during the year. In addition, MHP has a comfortable maturity
schedule, with the next major maturity represented by the USD500
million Eurobond due in October 2024.

ESG CONSIDERATIONS

MHP SE: Group Structure: Revised to '4' from '3'. Fitch has revised
the Relevance Score for Group Structure to '4' from '3' reflecting
the emergence of related-party loans at the time of some
operational underperformance. This may have a negative impact on
its credit profile and is relevant to the rating in conjunction
with other factors.

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



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

ATLANTICA SUSTAINABLE: Fitch Affirms 'BB+' LT IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Atlantica Sustainable Infrastructure Plc (Atlantica) at
'BB+' with a Stable Rating Outlook.

Fitch has applied its updated Corporates Recovery Ratings and
Instrument Ratings Criteria, and as a result, has taken the
following actions on Atlantica's security ratings:

-- Senior secured revolving credit facility affirmed at 'BBB-'
    and the Recovery Rating (RR) revised to 'RR2' from 'RR1';

-- Senior unsecured rating affirmed at 'BB+' and the RR revised
    to 'RR4' from 'RR2'.

The ratings have been removed from Under Criteria Observation
(UCO), where they were placed following the publication of the
updated criteria on April 9, 2021. The Long-Term IDR was unaffected
by this criteria change.

KEY RATING DRIVERS

Recovery Ratings Criteria Update: Instrument ratings and RRs for
Atlantica's debt instruments are based on Fitch's newly introduced
notching grid for issuers with 'BB' category Long-Term IDRs. This
grid reflects average recovery characteristics of similar-ranking
instruments. Atlantica's senior secured debt is viewed as a
category 2 first lien because it is secured by the equity of
Atlantica's subsidiaries and receives a one-notch uplift from the
'BB+' Long-Term IDR. The senior unsecured debt is 'RR4'. 'RR2'
denotes superior recovery (71%-90%) and 'RR4' denotes average
recovery (31%-50%) in the event of default.

Holdco Leverage in Line with Ratings: Fitch expects the gross
holdco leverage to decline to the mid-3.0x range post 2021 and
remain below Fitch's 4.0x negative sensitivity trigger throughout
the forecast period. Atlantica exercised its option to buy tax
equity investor's interest in the Solana solar project and has
already pre-financed planned investments for 2021, resulting in the
increased leverage. Holdco-only interest coverage is projected to
average around 7.8x over the forecast, which Fitch considers to be
strong for the rating.

Enhanced Flexibility to Grow Distributions: Recently announced
moderation in the midterm distribution growth rate supports
conservative financing policy and provides additional flexibility
to manage growth. Atlantica continued to deliver on its annual $300
million equity investment target in 2020. Acquisitions in 2021 also
provide visibility to Atlantica's growth strategy. Refinancing and
new debt issuances at lower interest rates in 2020 are accretive to
cash available for distribution (CAFD). Other levers to drive
distribution growth include pricing indexation, built in
contractual agreements and additional project-level refinancings.

Ample access to the capital markets, including a sizable equity
issuance supported by Atlantica's sponsor Algonquin Power &
Utilities Corp. (APUC; BBB/Stable), enabled Atlantica to
pre-finance its capital needs for 2021. Corporate cash on hand and
expanded revolver capacity provide an additional cushion to finance
planned asset acquisitions in 2021 and beyond without need to
access capital markets.

Conservative Financial Policy: A majority of debt at Atlantica
consists of nonrecourse project debt held at ring-fenced project
subsidiaries. The distribution test in project finance agreements
is typically set at a debt-service coverage ratio (DSCR) of
1.10x-1.25x. As of Dec. 31, 2020, all the projects were performing
in excess of their required DSCRs.

The project debt is typically long-term and self-amortizing with a
term that is shorter than the duration of the contracts. More than
90% of the long-term interest exposure is either fixed or hedged,
mitigating any impact in a rising interest rate environment.
Approximately 90% of the CAFD is in U.S. dollars or euros, and
Atlantica typically hedges its euro exposure on a 24-month rolling
basis.

Stable Cash Flow and Asset Diversity: Atlantica's portfolio of
assets produces stable, predictable cash flows underpinned by
long-term contracts (weighted-average contract life of 17 years
remaining as of Dec. 31, 2020). Most counterparties have strong
investment-grade ratings, although there are some concerns as
highlighted below. The contracts are typically fixed-price with
annual escalation mechanisms. Atlantica's portfolio does not bear
material resource availability risk or commodity risk, and it does
not depend on any single project for more than 15% of its project
distributions.

The forecast cash distributions to the holdco from the project
subsidiaries are largely derived from renewable assets (72%), with
the remainder split between natural gas plants and transmission
lines based on 2021-2025 projections, including announced
acquisitions. Geographically, the split is 41% from North America
(U.S. and Mexico), 36% from Europe (Spain), 14% from South America
and 9% from the rest of the world. Approximately 60% of project
distributions are generated from solar projects; solar resource
availability has typically been strong and predictable.

DERIVATION SUMMARY

Fitch views Atlantica's portfolio of assets as favorably positioned
due to the asset type compared with those of NextEra Energy
Partners, LP (NEP; BB+/Stable) and Terraform Power Operating, LLC
(TERPO; BB-/Stable), owing to Atlantica's large concentration of
solar generation assets that exhibit less resource variability.
Innergex Renewable Energy Inc.'s (BBB-/Stable) portfolio of assets
is anchored by its low-cost hydroelectric and solar generation
assets. In comparison, NEP's portfolio consists of a large
proportion of wind projects and TERPO's portfolio consists of 41%
solar and 59% wind projects.

Fitch views NEP's and Innergex's geographic exposure in the U.S.
and Canada (100% of MW and 88% of MW, respectively) favorably as
compared with TERPO's (68%) and Atlantica's (30%). Both Atlantica
and TERPO have exposure to Spanish regulatory framework for
renewable assets, but the current construct provides clarity of
return for the next six or 12 years. In terms of total MW,
approximately 33% of Atlantica's power generation portfolio is in
Spain compared with 24% for TERPO. Atlantica's long-term contracted
fleet has a remaining contracted life of 17 years, higher than
Innergex's and NEP's at around 15 years and TERPO's at 12 years.

Atlantica's credit metrics are stronger than those of TERPO and
NEP. Fitch forecasts Atlantica's gross leverage ratio (holdco
debt/CAFD) to decline to mid-3.0x post 2021 compared with high 3.0x
for NEP and around 6.0x for TERPO. Atlantica's credit metrics are
modestly weaker compared with Innergex's 3.0x-3.6x projected FFO
leverage through 2024. Atlantica's recently reduced distribution
per-unit target of 5%-8% is more conservative than NEP's at
12%-15%, while still more aggressive than Innergex at 2%-3%. TERPO
has been taken private and is no longer subject to public growth
targets.

Atlantica, TERPO and NEP have strong parent support. Fitch
considers NEP best positioned owing to NEP's association with
NextEra Energy, Inc. (A-/Stable), which is the largest renewable
developer in the world. TERPO benefits from having Brookfield Asset
Management as an 100% owner. APUC has 44.2% ownership interest in
Atlantica. Fitch rates Atlantica, NEP, Innergex and TERPO on a
deconsolidated approach, because their portfolio comprises assets
financed using nonrecourse project debt or with tax equity.

KEY ASSUMPTIONS

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

-- Acquisitions beyond 2021 generate 8%-9% CAFD yield;

-- Future acquisition beyond 2021 financed using a combination of
    debt and equity;

-- All projects operating as expected and being able to make
    regular distribution to the holdco;

-- Dividend payout ratio of around 83%;

-- $1.5 billion investment over five years into already announced
    projects (Coso, Calgary District Heating, Chile PV2, La
    Sierpe) and new projects;

-- Future acquisitions beyond 2021 financed using a combination
    of debt and equity;

-- Returns in Spain at 7.4% and 7.1%, depending on the project.

RATING SENSITIVITIES

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

-- Longer-term visibility on acquisitions and distribution per
    share growth;

-- Holding company leverage below 3.0x for several quarters and
    payout ratio at or below 80%.

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

-- Lower than expected performance at its largest assets and
    absence of mitigating measures to replace the lost CAFD;

-- Growth strategy underpinned by aggressive acquisitions or
    addition of assets in the portfolio that bear material
    volumetric, commodity, counterparty or interest rate risks;

-- Lack of access to equity markets to fund growth that may lead
    Atlantica to deviate from its target capital structure;

-- Holding company leverage ratio exceeding 4.0x and payout ratio
    exceeding 85% for several quarters.

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: As of Dec. 31, 2020, corporate cash on hand was
USD335.2 million and availability under the revolver stood at
USD415 million. In March 2021, the revolver limit was increased to
USD450 million. The revolver maturity was also extended to Dec. 31,
2023. An expanded revolver provides financial flexibility to
Atlantica to finance acquisitions of assets before permanent
financing is put in place.

Atlantica also has a 2017 credit facility for up to EUR10 million,
which matures on Dec. 13, 2021; a credit facility with a local bank
for up to EUR5 million, which matures on Dec. 4, 2025; and a euro
CP program that allows Atlantica to issue short-term notes over the
next 12 months for up to EUR50 million. As of Dec. 31, 2020,
Atlantica had no outstanding amounts under the 2017 credit
facility, EUR5 million outstanding under the local bank credit
facility and EUR17.4 million outstanding under the CP program.

Atlantica has an average corporate debt maturity of 5.1 years with
minimal debt maturities in the near term.

SUMMARY OF FINANCIAL ADJUSTMENTS

No financial statement adjustments were made that depart materially
from those contained in the published financial statements of the
relevant rated entity.

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.

BESTIVAL GROUP: Owes Unsecured Creditors GBP1.18 Million
--------------------------------------------------------
Darren Slade at DorsetEcho reports that the companies which once
ran the hugely popular Bestival and Camp Bestival music events are
set to be dissolved with no money for the unsecured creditors owed
an estimated GBP1.18 million.

Camp Bestival drew thousands of people to Lulworth Castle from its
debut in 2008 to its financial difficulties in 2018, DorsetEcho
relates.

It returned under a new operator a year later, DorsetEcho notes.

The businesses which previously ran both events were put into
administration in 2018 by Richmond Group -- controlled by Dorset
billionaire James Benamor -- which had provided them with GBP2.1
million in loans secured against their assets, DorsetEcho
discloses.

Richmond Group Debt Capital later offered GBP1.1 million to buy the
assets of the businesses, though it subsequently reduced the bid to
GBP958,824, DorsetEcho recounts.

It bought the assets from the administrators through a new business
it controlled, called Safe Festivals Limited, DorsetEcho relays.
The proceeds of the sale went to Richmond Group as the company's
only secured creditor, DorsetEcho notes.

Unsecured creditors of the Bestival companies included ticket
agency Ticketmaster, which was estimated to be owed GBP1.2 million,
DorsetEcho states.

Dorset Police owed GBP140,000 after Bestival, according to
DorsetEcho.

The latest update on Bestival Group Limited, by joint administrator
Julie Palmer of Begbies Traynor, as cited by DorsetEcho, said: "It
was not possible to rescue the company as a going concern given the
debt owed to the secured creditor.

"The most appropriate objective was that we realise property in
order to make a distribution to the secured creditors."

Bestival Group Limited is being moved from administration to
dissolution, DorsetEcho discloses.


GAMESYS GROUP: S&P Puts 'B+' ICR on Watch Neg. on Takeover Offer
----------------------------------------------------------------
S&P Global Ratings placed its rating on U.K.-Based Gamesys Group
PLC on CreditWatch with negative implications. The issue ratings on
Gamesys' debt are unchanged.

S&P rated U.S. gaming operator Bally's Corporation at 'B', one
notch below its 'B+' long-term issuer credit rating on Gamesys.

S&P has therefore placed its rating on Gamesys on CreditWatch with
negative implications. The issue ratings on Gamesys' debt are
unchanged.

The CreditWatch placement indicates that S&P would likely lower the
ratings on Gamesys by one notch upon deal completion.

S&P's CreditWatch negative placement follows Gamesys' announcement
that its board has recommended shareholders approve Bally's
proposal to acquire its share capital. The offer would be
implemented by a scheme of arrangement and is subject to a
successful shareholder vote, regulatory and competition approvals,
and customary close conditions. Completion is expected in
fourth-quarter 2021.

The acquisition values Gamesys' existing share capital at
approximately GBP2.0 billion. Under Bally's announced offer,
Gamesys shareholders can choose between an all cash offer or to
receive Bally's shares. Gamesys' directors and existing
shareholders--accounting for 25.6% of share capital--have already
opted to accept Bally's shares by giving irrevocable commitments
(subject to no higher offer and other customary conditions).
Bally's expects to repay Gamesys' existing debt commitments at
transaction close.

The merger will boost Gamesys' access to the recently legalized and
fast-expanding U.S. gaming market. Gamesys will also benefit from
the popularity of the Bally's brand in the U.S. and Bally's
strategic partnership with Sinclair Broadcasting Group. The
proposed geographical diversification will help to reduce Gamesys'
exposure to the upcoming review of the U.K. Gambling Act 2005 and
to the risks associated with its continued strong expansion in the
unregulated Japanese market. At the same time, Bally's benefits
from Gamesys' technology, online operating capabilities and
experience, and robust cash flow generation.

S&P understands that Bally's has secured both equity and debt
financing, to fund its proposed offer. For S&P's recent report on
how the proposed offer may affect Bally's credit profile see "The
Leveraging Effects Of Bally's Gamesys Purchase Are Uncertain,
Though The Deal Will Enhance Its Scale And Diversity," published on
April 21, 2021.

The CreditWatch negative placement reflects that we rate Bally's
one notch below Gamesys and S&P's view that successful deal close
is likely, given the board's recommendation of the fully funded
offer. Upon deal completion, Gamesys would become a subsidiary of
Bally's.

S&P intends to resolve the CreditWatch placement following
successful completion of the acquisition, upon which S&P would
likely lower its rating on Gamesys by one notch, aligning it with
its 'B' rating on Bally's.

The existing issue ratings on Gamesys' outstanding rated
instruments are unaffected by this action, due to S&P's expectation
that upon transaction close, they would be repaid by Bally's.


GFG ALLIANCE: Gupta Reaches New Financing Agreement for Unit
------------------------------------------------------------
Jamie Smyth, Sylvia Pfeifer and Robert Smith at The Financial Times
report that metals tycoon Sanjeev Gupta has agreed terms to
refinance his Australian steel plant and associated mines on the
eve of a court case to wind up the group's operations in the
country.

Mr. Gupta has been racing to find new funding for his global metals
and energy empire, GFG Alliance, since its main lender, Greensill
Capital, collapsed into administration in March, the FT relates.

According to the FT, GFG said on May 5 that the new financing
agreement, which has yet to be signed, would be "sufficient to pay
out its Greensill debt in full" and to provide "ongoing working
capital" for its Liberty Primary Metals Australia entity, which
owns Whyalla's steelworks and a coking coal mine at Tahmoor.

California-based private finance firm White Oak Global Advisors has
provided the financing, the FT relays, citing two people familiar
with the matter.  The group has previously provided a A$200 million
(US$155 million) facility to Liberty's Australia businesses, at a
double-digit annual interest rate, the FT states.

The original Greensill financing for the assets was A$430 million,
the FT notes.  The fresh funding, with the addition of working
capital, is believed to be worth a similar amount, the FT notes,
citing a person familiar with the matter.

The agreement comes as Mr. Gupta's Liberty Steel, home to the
group's steel assets across the UK, Europe and the US, said it had
hired a group of advisers to its board to accelerate its
restructuring, the FT relays.

Over the past decade, Mr. Gupta relied heavily on Greensill to
finance a global buying spree of unwanted metals operations that
saw him dubbed the "saviour of steel", the FT discloses.  At the
time of Greensill's administration in March, lawyers for the firm
said it had about $5bn of exposure to Gupta-related companies, the
FT recounts.


GREENSILL CAPITAL: US Export-Import Bank Deal Raises Questions
--------------------------------------------------------------
Cynthia O'Murchu at The Financial Times reports that the US
Export-Import Bank, a government agency that helps American
exporters, signed what was hailed as a "groundbreaking" deal with
Greensill Capital just two months before the supply-chain finance
company collapsed.

The timing raises questions about the due diligence that the Exim
Bank and Pefco, its funding partner on the deal, conducted on
Greensill, whose German banking subsidiary was under investigation
by regulators last year, the FT notes.

The failure of SoftBank-backed Greensill, which paid the bills of
companies early in exchange for a fee, has sparked a lobbying
scandal in the UK after the FT revealed the extent of the group's
ties within government, the FT relays.

According to the FT, under the terms of the Exim Bank deal signed
in January, Greensill agreed to provide US$50 million in
supply-chain financing to Freeport LNG, a Texas-based natural gas
facility.  Exim Bank offered to guarantee 90% of the loan for the
deal, which it hailed as its first ever for the US liquefied
natural gas industry and one that would support 200 domestic jobs,
the FT states.

At the time the transaction was announced, however, German
financial regulator BaFin was investigating Greensill's banking
subsidiary and in early March it filed a criminal complaint against
the bank's management for suspected balance sheet manipulation, the
FT notes.  Greensill had been notified last September that its
insurer would not extend cover for its lending, a move that
ultimately led to its collapse, the FT recounts.


LHC3 PLC: Moody's Withdraws Ba2 CFR Following Debt Redemption
-------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of LHC3 plc
including the company's Ba2 corporate family rating and the Ba2
rating of the EUR575 million senior secured PIK toggle notes (SSN)
issued by LHC3 in 2017. The outlook has been changed to ratings
withdrawn from stable. LHC3 is a holding company set up in 2017 by
Hellman & Friedman, a private equity investor, and GIC, the
Singapore sovereign wealth fund, to acquire Allfunds Bank S.A.U.
(AFB), an open architecture business to business (B2B) fund
distribution platform.

RATINGS RATIONALE

Moody's has withdrawn all of LHC3's ratings following the
redemption of the PIK notes on April 28 using the proceeds from the
part-listing of Allfunds Group Limited on April 23.

LIBERTY STEEL: Appoints Committee to Restructure Group
------------------------------------------------------
Eric Onstad at Reuters reports that Liberty Steel Group said on May
5 it had appointed a committee to restructure and refinance the
group after Greensill Capital, its biggest lender, filed for
insolvency in March.

The move comes after Sanjeev Gupta's family conglomerate GFG
Alliance announced that its Australian unit had agreed terms to
refinance its exposure to Greensill, Reuters notes.

According to Reuters, Liberty Steel, which is also under the GFG
umbrella, said in a statement that four new board directors would
form a Restructuring and Transformation Committee (RTC) to focus on
fixing or selling underperforming units.

Britain said last month it was allowing Gupta to explore
refinancing options before offering any potential government
support to Liberty, which employs about 3,000 people in the UK,
Reuters recounts.

The British government had rejected a request for an emergency loan
of GBP170 million for GFG, citing its global spread of operations
and opaque structure, Reuters relates.

The statement said Jeffrey Stein will join Liberty as chief
restructuring officer, a post he previously held at Whiting
Petroleum Corp, Philadelphia Energy Solutions and Westmoreland Coal
Company, according to Reuters.


LONDON WALL 2021-01: S&P Assigns Prelim BB+(sf) Rating on Z2 Notes
------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to London Wall Mortgage
Capital PLC's Series Fleet 2021-01 notes.

London Wall Mortgage Capital PLC's Series Fleet 2021-01 is an RMBS
transaction that securitizes a portfolio of buy-to-let (BTL)
mortgage loans secured on properties in England and Wales.

This transaction is the fourth securitization under the London Wall
Mortgage Capital PLC program.

The loans in the pool were originated between 2017 and 2021 by
Fleet Mortgages Ltd., a nonbank specialist BTL lender.

S&P considers the collateral to be prime based on the overall
historical performance of Fleet Mortgages' BTL mortgage book, the
conservative underwriting criteria, and the absence of loans in
arrears in the securitized pool.

Of the pool, none of the mortgages have an active payment holiday
due to the COVID-19 pandemic, and 9.6% by current balance have had
a historical payment holiday that has expired.

The provisional pool has limited seasoning, and there is a
relatively high exposure to Greater London (47.8%).

A general reserve fund provides credit enhancement for the class A
to C-Dfrd notes, and principal can be used to pay senior fees and
interest on some classes of notes subject to various conditions.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average Rate (SONIA), and certain loans,
which pay fixed-rate interest before reversion.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans from the seller.
The issuer entered into a security deed with the security trustee
at the time of program establishment and granted security over all
of its assets in favor of the security trustee.

S&P said, "There are no rating constraints in the transaction under
our counterparty, operational risk, or structured finance sovereign
risk criteria. We consider the issuer to be bankruptcy remote. We
also consider each series within the program to be segregated."

Fleet Mortgages Ltd. is the servicer in this transaction.

S&P said, "Our credit and cash flow analysis and related
assumptions consider the transaction's ability to withstand the
potential repercussions of the COVID-19 outbreak, namely, higher
defaults and longer recovery timing. Considering these factors, we
believe that the available credit enhancement is commensurate with
the preliminary ratings assigned. As the situation evolves, we will
update our assumptions and estimates accordingly.

"We have previously analyzed assets originated by Fleet Mortgages
under the following transactions: Canada Square Funding 2019-1 PLC,
Canada Square Funding 2020-1 PLC, Canada Square Funding 2020-2 PLC,
and Canada Square Funding 2021-1 PLC."

Preliminary Ratings

  CLASS     PRELIMINARY RATING*     CLASS SIZE (%)
  A            AAA (sf)               89.50
  B-Dfrd       AA- (sf)                5.00
  C-Dfrd       A (sf)                  1.50
  Z1-Dfrd      BBB (sf)                2.00
  Z2-Dfrd      BB+ (sf)                2.00
  Z3           NR                      1.00
  X            NR                       TBD
  S            NR                       TBD

*S&P's preliminary ratings address timely receipt of interest and
ultimate repayment of principal on the class A notes, and the
ultimate payment of interest and principal on the other rated
notes.
NR--Not rated.
TBD--To be determined.


NCP: Commences Court Process to Avert Collapse, Protect Jobs
------------------------------------------------------------
BBC News reports that the UK's largest car park operator NCP has
started a court process to help it cut rents and exit contracts for
unprofitable parking facilities.

According to BBC, NCP says it has been "deeply impacted" by the
Covid pandemic, which has seen revenues drop by 80%.

Its Japanese owner Park24 has told the firm that it will withdraw
funding if NCP's restructuring is unsuccessful, BBC discloses.

NCP said the court process was a "last resort" to safeguard the
future of its business and 1,000 staff, BBC notes.

The firm, as cited by BBC, said it had tried to agree deals with
the landlords to reduce its rent burden on the 500 sites it
operates.  A withdrawal of funding from its owner could cause NCP
to become insolvent, BBC states.

"NCP has been deeply impacted since last year due to the pandemic
-- sales during the full lockdowns have typically been about 80%
below normal levels; outside lockdown they have not grown beyond
about 50% for any length of time," BBC quotes the firm as saying.

It added that the pandemic had "rapidly accelerated the pace of
societal change", citing a combination of increased flexible
working, traffic control measures and the rapid growth of online
shopping as the reasons why fewer people were visiting cities and
town centres.

"This is not a short-term problem -- many high streets and train
stations are unlikely to ever recover their pre-pandemic footfall,"
NCP said.

NCP said that it had tried to make deals with its landlords to
reduce its rent burden, but "sufficient agreements" to make the
business viable had "not been forthcoming".

NCP estimates that 85% of its landlords support its restructuring
proposal, BBC relays.

"Park24, NCP's major shareholder, remains supportive of its
restructuring plan, but given the UK operation's ongoing losses,
has stated that it will only continue funding the business if the
restructuring plan is successful," BBC quotes the firm as saying.
"NCP remains committed to working constructively with its landlords
and all of its creditors and delivering a long-term mutually
beneficial outcome for them through this restructuring plan."


ST PAUL CLO II: Fitch Affirms B- Rating on Class F-RRR Notes
------------------------------------------------------------
Fitch Ratings has revised the Outlook on St. Paul's CLO II DAC's
class D notes to Stable from Negative and affirmed the ratings.

       DEBT                  RATING         PRIOR
       ----                  ------         -----
St. Paul's CLO II DAC

A-RRR XS2052176224    LT  AAAsf  Affirmed   AAAsf
B-RRR XS2052176901    LT  AAsf   Affirmed   AAsf
C-RRR XS2052177461    LT  Asf    Affirmed   Asf
D-RRR XS2052178352    LT  BBBsf  Affirmed   BBBsf
E-RRR XS2052179087    LT  BB-sf  Affirmed   BB-sf
F-RRR XS2052179756    LT  B-sf   Affirmed   B-sf
X XS2052179830        LT  AAAsf  Affirmed   AAAsf

TRANSACTION SUMMARY

St Paul's CLO II DAC is a securitisation of mainly senior secured
obligations (at least 90%), with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. The transaction
is still in its reinvestment period and the portfolio is actively
managed by Intermediate Capital Managers Limited.

KEY RATING DRIVERS

Stable Performance

The transaction was above par by 35bp as of the latest investor
report dated 1 April 2021. The transaction was passing all
portfolio profile tests, collateral quality tests and coverage
tests except the Fitch weighted average rating factor (WARF) test
(35.66 versus a maximum of 35), the Fitch 'CCC' test (11.8% versus
a 7.5% limit) and another rating agency's 'CCC' test.

Resilient to Coronavirus Stress

The affirmations reflect a broadly stable portfolio credit quality
since January 2021. The Stable Outlooks on the class A, B, C, E, F
and X notes, and the revision of the Outlook on the class D notes
to Stable from Negative reflect the default rate cushion in the
sensitivity analysis Fitch ran in light of the coronavirus
pandemic. Fitch has recently updated its CLO coronavirus stress
scenario to assume half of the corporate exposure on Negative
Outlook is downgraded by one notch instead of 100%.

'B'/'B-' Portfolio

Fitch assesses the average credit quality of the obligors in the
'B'/'B-' category. The Fitch WARF and the WARF calculated by the
trustee for St. Paul's CLO II DAC were 35.89 and 35.66,
respectively, above the maximum covenant of 35. The
Fitch-calculated WARF would increase by 0.74 after applying the
baseline coronavirus stress.

High Recovery Expectations

Senior secured obligations comprise 98.2% of the portfolio. Fitch
views the recovery prospects for the assets as more favourable than
for second-lien, unsecured and mezzanine assets. In the latest
investor report, the Fitch weighted average recovery rate (WARR) of
the current portfolio is 64.6%, above the minimum covenant of
64.45%.

Diversified Portfolio

The portfolio is well-diversified across obligors, countries and
industries. The top 10 obligor concentration is 15.6%, and no
obligor represents more than 2% of the portfolio balance.

RATING SENSITIVITIES

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

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

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

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

-- Downgrades may occur if build-up of the notes' credit
    enhancement following amortisation does not compensate for a
    larger loss expectation than initially assumed due to
    unexpectedly high levels of defaults and portfolio
    deterioration. As disruptions to supply and demand due to
    Covid-19 become apparent for other sectors, loan ratings in
    those sectors would also come under pressure. Fitch will
    update the sensitivity scenarios in line with the view of its
    leveraged finance team.

Coronavirus Severe Downside Stress Scenario

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
Covid-19 infections in the major economies. This downside
sensitivity incorporates a single-notch downgrade to all
Fitch-derived ratings for assets that are on Negative Outlook. This
scenario has no impact on the notes' ratings.

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 monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations 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.

ST PAUL CLO III-R: Fitch Affirms B- Rating on Class F-R Notes
-------------------------------------------------------------
Fitch Ratings has revised the Outlook on St. Paul's CLO III-R DAC's
junior notes to Stable from Negative.

       DEBT                 RATING         PRIOR
       ----                 ------         -----
St. Paul's CLO III-R DAC

A-R XS1758464090     LT  AAAsf  Affirmed   AAAsf
B-1-R XS1758464330   LT  AAsf   Affirmed   AAsf
B-2-R XS1758464686   LT  AAsf   Affirmed   AAsf
C-R XS1758464926     LT  Asf    Affirmed   Asf
D-R XS1758465220     LT  BBBsf  Affirmed   BBBsf
E-R XS1758465659     LT  BBsf   Affirmed   BBsf
F-R XS1758465816     LT  B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

St. Paul's CLO III-R DAC is a cash flow CLO mostly comprising
senior secured obligations. The transactions is still within its
reinvestment period and is actively managed by Intermediate Capital
Managers Limited.

KEY RATING DRIVERS

Resilient to Coronavirus Stress: The revision of Outlook on the
class E-R and F-R notes to Stable from Negative and Stable Outlooks
on the other notes reflect the default-rate cushions in the
sensitivity analysis Fitch ran in light of the coronavirus
pandemic. Fitch has recently updated its CLO coronavirus stress
scenario to assume that half of the corporate exposure on Negative
Outlook is downgraded by one notch, instead of 100%. The
affirmations reflect the broadly stable portfolio credit quality of
the transaction since January of this year.

Stable Asset Performance: The transaction's metrics are similar to
those at the last review in January. The transaction was below par
by 2.7% as of the investor report in April 2021. All portfolio
profile tests, collateral quality tests and coverage tests were
passing except for the Fitch 'CCC' test. Exposure to assets with a
Fitch-derived rating (FDR) of 'CCC+' and below was 7.51% (excluding
non-rated assets). The transaction had EUR12 million in defaulted
assets.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category for the transaction. The
weighted average rating factor (WARF) as calculated by Fitch was
35.92 (assuming unrated assets are CCC) and as calculated by the
trustee was 35 both below the maximum covenant of 36.5. The Fitch
WARF would increase by 0.84 after applying the coronavirus baseline
stress.

High Recovery Expectations: Senior secured obligations plus cash
comprise 96.7% of the portfolio. Fitch views the recovery prospects
for these assets as more favourable than for second-lien, unsecured
and mezzanine assets.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 15.4%, and no obligor represents more than 2.2% of
the portfolio balance.

RATING SENSITIVITIES

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

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

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

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

-- Downgrades may occur if the build-up of credit enhancement
    following amortisation does not compensate for a larger loss
    expectation than initially assumed due to unexpectedly high
    levels of default and portfolio deterioration. As disruptions
    to supply and demand due to the pandemic become apparent, loan
    ratings in those sectors will also come under pressure. Fitch
    will update the sensitivity scenarios in line with the view of
    its leveraged finance team.

-- Fitch has added a sensitivity analysis that contemplates a
    more severe and prolonged economic stress. The downside
    sensitivity incorporates a single-notch downgrade to all FDRs
    on Negative Outlook. For this transaction this scenario will
    result in no downgrades.

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 monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations 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.

VALARIS PLC: Akin Gump Advises Noteholders on Restructuring
-----------------------------------------------------------
Akin Gump on May 3 disclosed that it has acted as English, Hong
Kong, German and UAE counsel, and international antitrust counsel,
to the ad hoc group of noteholders in relation to the financial
restructuring of UK offshore drilling contractor Valaris plc and
its outstanding debt liabilities of approximately $7.1 billion.
Valaris is the world's largest offshore drilling company by fleet
size.

In August 2020, Valaris announced that it had filed a voluntary
petition to commence a chapter 11 process in the U.S. Bankruptcy
Court, following entry into a restructuring support agreement and
backstop commitment agreement with certain of its noteholders to
reorganize its financial structure and substantially reduce its
debt load.

The restructuring involved an equitization of the outstanding debt
liabilities, the provision of a debtor-in-possession facility by
the ad hoc group of noteholders and the issuance of new secured
notes.  The restructuring was implemented via
chapter 11 and an English pre-pack administration sale.  Throughout
the process, Valaris continued to operate in the ordinary course of
business.

Judge Marvin Isgur of the U.S. Bankruptcy Court noted in his
confirmation remarks that the chapter 11 plan involved a "full
deleveraging" of the group and the confirmation of the plan in
eight months was a "remarkable achievement."

Akin Gump worked alongside Kramer Levin Naftalis & Frankel LLP in
New York which acted as lead and U.S. counsel to the ad hoc group
of priority guaranteed noteholders in connection with the
restructuring.

The Akin Gump team was led by London financial restructuring
partner James Terry with counsel Jakeob Brown.  The team also
included Hong Kong financial restructuring partner Naomi Moore,
counsel Jeremy Haywood and associate Janice Wong, Frankfurt
restructuring counsel Markus Käppler and London financial
restructuring associate Diana Dai; competition partner
Davina Garrod, counsel Victoria Yuan and associate Sebastian
Casselbrant-Multala; finance partner Stephen Peppiatt and associate
Blake Sherry; financial regulatory partner Ezra Zahabi and
associate Suley Siddiqui; tax partners Stuart Sinclair and Sophie
Donnithorne-Tait and counsel Serena Lee; international trade
partners Chiara Klaui and Christian C. Davis; corporate partner
Vance Chapman, counsel Jasdeep Rai and associate Kelvin Mahal, and
UAE corporate partner Rizwan Kanji and corporate counsel Hamed
Afzal.

Akin Gump also recently advised an ad hoc group of noteholders in
the successful $4 billion financial restructuring of Noble
Corporation plc.

Akin Gump Strauss Hauer & Feld LLP is a leading international law
firm with more than 900 lawyers in offices throughout the United
States, Europe, Asia and the Middle East.

                      About Valaris PLC

Valaris plc (NYSE: VAL) provides offshore-drilling services. It is
an English limited company with its corporate headquarters located
at 110 Cannon St., London. On the Web: http://www.valaris.com/    


On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-34114). The Debtors
had total assets of $13,038,900,000 and total liabilities of
$7,853,500,000 as of June 30, 2020.

The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as
their bankruptcy counsel, Lazard as investment banker, and Alvarez
& Marsal North America LLC as their restructuring advisor. Stretto
is the claims agent, maintaining the page
http://cases.stretto.com/Valaris    

Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer &
Feld LLP serve as legal advisors to the consenting noteholders
while Houlihan Lokey Inc. serves as their financial advisor.


WEIR GROUP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
-------------------------------------------------------------
S&P Global Ratings revised the outlook on its 'BB+' long-term
issuer credit ratings on U.K.-based engineering equipment producer
The Weir Group PLC (Weir) to positive from stable, and affirmed the
rating. The 'B' short-term rating and the rating on the euro CP
program have been withdrawn at the issuer's request. S&P also
assigned its 'BB+' issue and '3' recovery ratings to the company's
proposed benchmark bond.

The positive outlook indicates that, following the sale of the oil
and gas division, Weir will be able to raise S&P Global
Ratings-adjusted margins to about 20%. It also reflects that
management intends to reduce debt and deleverage the company. If
Weir's management delivers on these expectations and strengthens
the company's credit metrics, S&P could raise the ratings within
the next 12 months, subject to clear supporting evidence and
industry conditions.

The sale of the oil and gas division resulted in reduced scale and
diversification for Weir, because of its increased focus on mining,
but it will help to lessen business volatility.

S&P said, "We believe that the transaction will allow the company
to continue its strategic transformation focusing on the mining
sector. The sale of the oil and gas division represents a further
step toward that goal, following the acquisition of ESCO in 2018
and the sale of the flow control division in 2019. In fiscal year
(FY) ending Dec. 31, 2019, the oil and gas division's reported
revenue was about GBP600 million (23% of total revenue) and
reported operating profit (before exceptional items and intangibles
amortization) was about GBP37 million. Therefore, we believe that
the transaction will result in smaller scale and reduced
diversification for the group, due to its exit from the division's
end-markets. However, in our view, it will also reduce volatility,
because Weir Minerals and ESCO are more stable businesses and their
performance is strongly reliant on the aftermarkets services (about
70% and 95% of the division revenue, respectively), which we see as
more resilient than the original equipment sales business. We have
always seen the disposal as positive overall for the company, since
Weir is now focused only on mining through its minerals and ESCO
divisions. These divisions are global leaders in slurry-handling
equipment and the manufacture of products used in metals and mining
processing (minerals division) and in ground-engaging tools for the
mining and construction markets (ESCO). As a result of the oil and
gas disposal, we expect S&P Global Ratings-adjusted EBITDA margins
to improve toward 20% in FY2021."

Weir has used the sale's net proceeds to reduce adjusted leverage,
and management intends to use proceeds from a proposed new bond
issuance to repay term debt maturities falling due in the next 12
months to further deleverage the company.

Of the total net proceeds of $405 million (approximately GBP314
million) from the sale of the oil and gas division, $375 million
was received from Caterpillar in February 2021 and a further $30
million is due from AMCO before the end of first-half 2021. S&P
understands that Weir plans to use the $375 million of proceeds
from the sale and proceeds from the proposed benchmark bond
issuance to repay its GBP200 million term loan that matures in
February 2022 and the GBP430 million equivalent U.S. Private
Placement (USPP) that matures in March 2022. Once this is done, S&P
expects that Weir's capital structure will comprise a fully undrawn
RCF, the new benchmark notes, and about GBP130 million of remaining
USPP, maturing in 2023. In addition, thanks to the sale of the oil
and gas division, Weir's overall lease obligations have fallen
slightly. At the same time, margin improvement, as mentioned above,
coupled with deleveraging and improved cash interest cost on its
term debt all result in potentially improved credit metrics. If
management adheres to its strategy and does not, for example, use
high cash balances for opportunistic mergers and acquisitions
(M&A), then S&P expects that adjusted leverage will decrease to
below 2x by the end of 2021, paired with an improved funds from
operations (FFO)-to-debt ratio of more than 40% from FY2021. These
metrics could improve toward 1.6x and more than 45% respectively
through 2022 if management delivers on its targets and end markets
are supportive. S&P views as a positive management's public
financial policy of net leverage of between 0.5x and 1.5x, with the
upper end/temporary spike of up to 2x tolerated only for bolt-on
acquisitions. Management targets a dividend payout ratio of 33% of
earnings per share through the cycle is and committed to
reattaining an investment-grade rating.

Despite the pandemic, the group's performance remains relatively
robust, and S&P expects this to continue through FY2021.

Weir posted a relatively strong set of FY2020 results and the trend
has carried on through the first quarter (Q1) of 2021, with stable
revenue and margins. Weir reports that end market conditions in
mining and commodity prices remained supportive. In terms of
geographic performance, North America, Central Asia, and Africa are
exhibiting the strongest demand, while the Asia-Pacific region and
South America are more subdued. In the minerals division, Q1 orders
were up 15%, and revenue was slightly up year-on-year. ESCO orders
were slightly up with revenues flat. Both divisions' aftermarket
orders were down 1%-2% year-on-year, but up sequentially. S&P said,
"We expect that Weir's top line will grow by low-to-mid single
digit percentage in both core divisions through 2021 and 2%-4%
overall at the group level, with stable margins of about 20%
resulting in an uptick in adjusted EBITDA. We expect that
exceptional restructuring-related costs will gradually drop to
about GBP10 million for this fiscal year."

S&P Global Ratings believes there remains high, albeit moderating,
uncertainty about the evolution of the coronavirus pandemic and its
economic effects.

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

S&P said, "The positive outlook reflects our expectation that,
following the sale of the oil and gas division, Weir will be able
to raise adjusted margins to about 20%. It also indicates that
management intends to reduce debt and deleverage the company. If
Weir's management delivers on these expectations and strengthens
the company's credit metrics, we could raise the ratings within the
next 12 months, subject to clear supporting evidence and industry
conditions."

S&P could consider a positive rating action over the next 12 months
if:

-- The group's adjusted EBITDA margin were to improve such that it
remained consistently at about 20%, as a result of increasing
market share, organic growth, and tight cost control, supported by
the stability of its aftermarket services; and

-- Weir adheres to a conservative financial policy and reduces
debt, translating into adjusted leverage consistently below 2.0x
and FFO to debt of sustainably more than 45%.

Downside scenario

S&P would consider returning the outlook to stable if:

-- Management were unable to maintain adjusted margins of about
20%, or decided to pursue opportunistic M&A that weakened the
prospects of debt reduction and deleverage;

-- Weir's credit metrics did not improve as expected, specifically
if FFO to debt did not reach 45% and remain there comfortably
through the cycle and debt to EBITDA increased above 2.0x on a
sustained basis; or

-- There were delays to or challenges in the refinancing of the
group's next debt maturities at the beginning of 2022.



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

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

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

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