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

                          E U R O P E

          Tuesday, May 11, 2021, Vol. 22, No. 88

                           Headlines



B E L A R U S

BELARUS: Fitch Affirms 'B' LT IDR, Outlook Negative


C Y P R U S

KLPP INSURANCE: S&P Raises Long-Term ICR to 'BB+', Outlook Stable


F R A N C E

AFFLELOU SAS: Moody's Assigns B2 CFR, Rates New EUR410M Notes B2
AFFLELOU SAS: S&P Upgrades Rating to 'B', Outlook Stable
CONSTELLIUM SE: Moody's Affirms B2 CFR, Alters Outlook to Stable


G E R M A N Y

GREENSILL BANK: Hypo Real Estate Loses EUR75MM in Collapse
HEIDELBERGCEMENT AG: Egan-Jones Withdraws BB+ Sr. Unsec. Ratings


G R E E C E

ALPHA BANK: Fitch Affirms 'CCC+' LT IDR, Outlook Positive
EUROBANK SA: Fitch Affirms 'B-' LT IDR, Alters Outlook to Positive
NATIONAL BANK: Fitch Raises LT IDR to 'B-', Outlook Positive
NAVIOS MARITIME: Egan-Jones Keeps CC Senior Unsecured Ratings
PIRAEUS BANK: Fitch Raises LT IDR to 'CCC+'



I R E L A N D

ARES EUROPEAN XI: Moody's Affirms B3 Rating on EUR10.675M F Notes


I T A L Y

OFFICINE MACCAFERRI: Fitch Affirms Then Withdraws 'RD' Rating


L U X E M B O U R G

BEFESA SA: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
CONTOURGLOBAL POWER: Fitch Ups Sr. Sec. Notes Rating to 'BB+'


M A C E D O N I A

NORTH MACEDONIA: Fitch Affirms 'BB+' LT IDR, Outlook Negative


M O N T E N E G R O

MONTENEGRO AIRLINES: Successor to Start Operations by June 1


S E R B I A

HIP AZOTARA: Promist Places RSD650-Mil. Bid for Business


U N I T E D   K I N G D O M

CPUK FINANCE: Fitch Assigns 'B' Rating to GBP255MM Notes
EQUITY RELEASE: Fitch Affirms BB+ Rating on Class C Notes
LIBERTY STEEL: Tata Steel Sues Metal Units Over Missed Payments
NEW LOOK: Landlords Lose CVA Legal Challenge
PETROFAC LIMITED: Fitch Affirms Then Withdraws 'BB-' LT IDR


                           - - - - -


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B E L A R U S
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BELARUS: Fitch Affirms 'B' LT IDR, Outlook Negative
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Fitch Ratings has affirmed Belarus's Long-Term Foreign-Currency
Issuer Default Rating (IDR) at 'B' with a Negative Outlook.

KEY RATING DRIVERS

Belarus's ratings balance high income per capita, an improved
economic policy framework and a clean debt repayment record against
low foreign exchange reserves, subdued growth prospects, government
debt highly exposed to foreign currency risks, a weak banking
sector, high external indebtedness and weak governance indicators
relative to rating peers. The Negative Outlook reflects
vulnerabilities that have been elevated by the post-election
political crisis that pose risks to macroeconomic and financial
stability.

The standoff between the government and opposition following last
year's contested elections remains unresolved. Public protests have
waned in the face of a hostile response and the space for a
splintering opposition is shrinking. The governing regime appears
united. A constitutional reform process is progressing, with a new
document that could formalise revised power structures subject to a
referendum likely in early 2022. Fitch does not expect any material
changes in governance prior to this. The government is tightening
its relationship with Russia in response to international
condemnation and financial considerations.

Fitch assumes that the authorities will maintain the pre-pandemic
economic policy stance that prioritised macroeconomic stability.
However, there has been some uncertainty over the direction of
policy, with SOEs and regulation playing an important role in the
response to the shocks of 2020 and political pressure placed
publicly on the central bank. The policy (refinancing) rate turned
negative in real terms in February from 4.3% at end-2019, before a
75bp hike in the nominal rate in April. A deterioration in policy
credibility could exacerbate macro-financial vulnerabilities.

Pressure on the external sector has eased since the sharp fall in
foreign exchange reserves in 3Q20, but the sovereign's external
position remains strained. FX reserves dropped by USD2.6 billion
(47%) last year, reflecting central bank sales in the face of
deposit outflows and foreign-currency debt repayments, although the
decline in international reserves was softened by higher gold
prices. International reserves were just 2.2 months of current
external payments at end-2020 ('B' median 5.1) and the liquidity
ratio of 56 compares with a peer median of 121. The current account
deficit is forecast to widen modestly after import compression cut
it to 0.4% of GDP in 2020, but with net financial inflows unlikely
to pick up, reserves are expected to stay low.

Total sovereign foreign currency debt repayments in 2021 look
manageable at USD2.77 billion (with USD880 million paid in 1Q21).
Of the USD2.39 billion of external debt repayments, around 45% is
due to Russia and a further 17% to the Eurasian Fund for
Stabilisation and Development and 22% to China. A USD500 million
disbursement has been agreed with Russia and the authorities will
use USD1.6 billion in foreign currency budget revenues and the
Russian and local markets for the remainder. Foreign-currency
external debt repayments are of a similar value in 2022, before
jumping to USD3.5 billion in 2023 due to a Eurobond maturity.

Bank deposits have stabilised after retail outflows around the
political turmoil in 2020, but liquidity remains vulnerable to
shifts in sentiment. Forbearance measures have been extended to the
end of this year and complicate the assessment of asset quality.
Fitch considers it likely to be considerably weaker than reported
(5% non-performing loans) when assessed in terms of IFRS 9 impaired
loans. Credit to SOEs from state-owned banks (around 60% of sector
is state owned) was increased last year to support the economy and
a debt restructuring this year reflects concerns about leverage at
some SOEs. Banks remain vulnerable to exchange rate risk,
reflecting substantial unhedged FX borrowing, with an open
foreign-currency position of around 4% of capital. Access to FX
from the Russian market and foreign parents have enabled banks to
meet external financing requirements.

General government finances were hit by the pandemic, but cuts to
non-core expenditure and a response to the pandemic that had a
larger component of guarantees than on-budget spending limited the
consolidated general government deficit to 1.8% of GDP. The revised
2021 budget projects a worsening of the deficit to 5.6% of GDP.
Revenues are projected to fall due to the absence of one-off
inflows received in 2020. Revenue measures worth BYR1.2 billion
have been introduced to offset losses from the Russian oil tax
manoeuvre. Higher expenditure stems from an SOE debt restructuring
(with a budgetary cost of 1% of GDP and a similar impact on
foreign-currency denominated government debt) implemented in 1Q21.
Fitch assumes expenditure restraint in the event of revenue
shortfalls.

General government debt including guarantees jumped to 48.4% of GDP
at end-2020, largely due to exchange rate depreciation (around 90%
of debt is foreign currency-denominated). Guarantees rose to 6.9%
of GDP, ending a multi-year downward trend, but still less than
half the level of five years ago. Fitch expects debt to remain on
an upward trend reflecting deficit financing needs and exchange
rate depreciation, although at a projected 53.3% at end-2023 it
compares favourably with the forecast peer median of 70.5%.

The economy returned to growth in 1Q21, at 0.9%, after contracting
by only 0.9% in 2020, despite shocks from the oil sector, pandemic
and political developments. Growth in 1Q21 benefited from base
effects as a disruption to the supply of oil from Russia in Q1 2020
hindered operations at Belarus's refineries, and strength in net
trade, likely supported by the sale of inventories built up by SOEs
last year. Both these effects will fade, and while 2Q21 will
provided yoy momentum due to the onset of the pandemic, Fitch is
projecting growth of just 0.7% in 2021 as weak domestic demand will
outweigh an improved external environment as the year progresses.

Medium-term growth prospects appear weak in Fitch's opinion.
Business confidence is weak and constrained availability of credit
for the private sector and concerns around the overleverage
position of SOEs will hinder investment. The impact of the fallout
from the political developments in 2020 is likely to linger,
notably for IT companies, which face a tougher operating
environment. Sanctions add to challenges for growth, although at
the moment primarily as an informal deterrent to investment and
trade. Engagement with many IFIs has been affected either directly
by sanctions or by the stance of key shareholders.

ESG

ESG - Governance: Belarus has an ESG Relevance Score (RS) of '5'
for both Political Stability and Rights and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption, as
is the case for all sovereigns. Theses scores reflect the high
weight that the World Bank Governance Indicators (WBGI) have in
Fitch's proprietary Sovereign Rating Model. Belarus has a medium
WBGI ranking at 37th percentile, reflecting the high concentration
of power in the hands of President Lukashenko who has been in
office since 1994, a relatively low level of rights for
participation in the political process, moderate institutional
capacity and a moderate level of corruption. Belarus's WBGI ranking
has improved significantly in recent years, but is likely to
deteriorate due to the political instability resulting from the
August 2020 presidential election.

Belarus has an ESG Relevance Score of '5' for Political Stability
and Rights as World Bank Governance Indicators have the highest
weight in Fitch's SRM and are therefore highly relevant to the
rating and a key rating driver with a high weight.

Belarus has an ESG Relevance Score of '5' for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
World Bank Governance Indicators have the highest weight in Fitch's
SRM and are therefore highly relevant to the rating and are a key
rating driver with a high weight.

Belarus has an ESG Relevance Score of '4' for Human Rights and
Political Freedoms as the Voice and Accountability pillar of the
World Bank Governance Indicators is relevant to the rating and a
rating driver.

Belarus has an ESG Relevance Score of '4' for International
Relations and Trade, as its close economic linkages, dependence on
bilateral financial support and complex relationship with Russia
leaves it vulnerable to changes in Russian policy, which is
relevant to the rating and a rating driver.

Belarus has an ESG Relevance Score of '4' for Creditor Rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Belarus, as for all sovereigns.

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

RATING SENSITIVITIES

FACTORS THAT COULD, INDIVIDUALLY OR COLLECTIVELY, LEAD TO NEGATIVE
RATING ACTION/DOWNGRADE:

-- Macro and Structural: Macroeconomic and financial instability
    precipitated by domestic political unrest or economic policy
    missteps, and reflected in, for example, rapid bank deposit
    outflows;

-- External Finances: External financing pressures and erosion of
    international reserves, for example due to failure to secure
    adequate external financing;

-- Public Finances: Rapid increase in government debt/GDP, for
    example from exchange rate shocks, further weakening of growth
    prospects and/or crystallisation of contingent liabilities.

FACTORS THAT COULD, INDIVIDUALLY OR COLLECTIVELY, LEAD TO POSITIVE
RATING ACTION/UPGRADE:

-- External Finances: Sustained reduction of pressures on the
    banking sector liquidity and international reserves, for
    example, due to reduced political uncertainty.

-- Public Finances: A decline in government debt/GDP supported by
    sustained post-coronavirus fiscal consolidation over the
    medium term and higher growth.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Belarus a score equivalent to a
rating of 'BB-' on the Long-Term Foreign-Currency (LT FC) IDR
scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
SRM data and output, as follows:

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within
Fitch's criteria that are not fully quantifiable and/or not fully
reflected in the SRM.

-- Macro: -1 notch, to reflect weaker medium-term growth
    prospects relative to rating peers due to adverse demographic
    dynamics and a large public sector facing productivity, high
    leverage and efficiency challenges; and risks to macroeconomic
    stability in the event of pressure for policy stimulus to
    boost growth above capacity.

-- External finances: -1 notch, to reflect a high gross external
    financing requirement, low net international reserves, and
    close financial, trade and economic links with Russia, which
    are vulnerable to changes in bilateral relations. Belarus's
    net external debt/GDP is high.

BEST/WORST CASE RATING SCENARIO

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

KEY ASSUMPTIONS

-- Fitch assumes that Belarus will maintain close economic links
    with Russia and that there is no extended breakdown in the
    bilateral relationship notwithstanding periodic disputes.

-- Fitch assumes the global economy will develop in line with the
    Global Economic Outlook published in March. In particular,
    real GDP growth in Russia's GDP is projected at 3.3% in 2021
    and 2.7% in 2022.



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C Y P R U S
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KLPP INSURANCE: S&P Raises Long-Term ICR to 'BB+', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
KLPP Insurance And Reinsurance Co. Ltd. to 'BB+' from 'BB'. The
outlook is stable.

S&P said, "The stable outlook reflects our view that KLPP will
continue to execute its strategic plan to gradually build its
franchise by expanding its business, with a focus on underwriting
profitability and increasing scale and diversification. We also
assume the company will maintain its excellent capital adequacy and
conservative investment strategy.

"We could consider a positive rating action over the next 12-24
months if KLPP can demonstrate a sustainable competitive advantage
in attracting profitable open-market business, with increasing
scale and regional and business diversification. An upgrade would
also depend on an unchanged financial risk profile, with capital
adequacy in the 'AAA' range, and a continued prudent investment
strategy.

"We could consider a negative rating action in the next 12 months
if KLPP's competitive position weakens due to, for example, less
diversification or an unprofitable business mix. We might take a
similar action if large or unexpected losses lead us to believe the
company's risk controls are insufficient to manage exposures.

"In 2020, KLPP continued to build its franchise in the
international (re)insurance market. The upgrade reflects our view
on the company's improved competitive position. Against a
challenging economy affected by the COVID-19 pandemic, KLPP
significantly increased its business, writing gross premiums of
around $20 million in 2020. The company attracted global business,
mainly in the EU, North America, Asia, Latin America via its
increasing broker network. At the same time, KLPP continues to
diversify into different lines of business and invest in
underwriting expertise and client management. We also believe the
company is committed to maintaining strict underwriting guidelines,
reflected in sound underwriting and bottom-line profits in 2020,
with a return on equity of about 6%. KLPP's franchise, however,
remains in development stages, and has yet to demonstrate its
ability to sustainably attract scale and meaningful, profitable,
and diversified business.

"For 2021-2022, we forecast GWP of $24 million-$30 million,
factoring in the ongoing expansion and increased diversification of
its business portfolio by region and business line. Furthermore, we
expect KLPP can achieve a combined (loss and expense) ratio of at
least 95%, and annual investment income to a net income of at least
$15 million.

"Our ratings continue to reflect KLPP's robust capitalization,
which remains a key credit strength. We expect the company will
maintain significant buffers over the 'AAA' level in 2021-2023 as
per our capital model backed by stable earnings. The ratings also
reflect the company's high Solvency II ratio, which exceeded 900%
at year-end 2020. The auditor stated a qualified opinion in the
2020 accounts with regard to a loan to a subsidiary. We believe
that the magnitude of that loan does not affect our view on KLPP's
strong financial risk profile. The company maintains a conservative
investment strategy, focusing mainly on fixed-income instruments,
which accounted for the majority of its investment portfolio."




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F R A N C E
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AFFLELOU SAS: Moody's Assigns B2 CFR, Rates New EUR410M Notes B2
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Moody's Investors Service has assigned a B2 corporate family rating
and B2-PD probability of default rating to AFFLELOU S.A.S. the top
entity of Afflelou's new restricted group. At the same time,
Moody's has assigned a B2 instrument rating to the new EUR410
million backed senior secured notes due 2026 and a Caa1 rating to
the new EUR75 million backed senior subordinated floating rate
notes due 2027 borrowed by the company. The outlook on all ratings
is stable. Moody's also affirms the B2 rating of the EUR250 million
backed senior secured notes and outstanding EUR165 million backed
senior secured floating rate notes both due 2023 and issued by 3AB
Optique Developpement, outlook changed to stable from negative.
Concurrently, the agency withdraws the B2 CFR and B2-PD PDR of 3AB
Optique Developpement, the previous parent of the restricted
group.

The debt proceeds, together with EUR106 million of cash on balance,
will be used to refinance the current debt structure, (including
the EUR415 million of outstanding senior secured notes and the
EUR30 million state-guaranteed loan), partially repay shareholders
instrument for EUR135 million, and cover fees and other transaction
costs. The ratings on the existing instruments will be withdrawn
upon repayment at completion of the refinancing.

The ratings assigned to the new backed senior secured notes and
backed senior subordinated floating rate notes assume that the
final transaction documents will not be materially different from
draft legal documentation reviewed by Moody's to date and that
these agreements are legally valid, binding and enforceable.

RATINGS RATIONALE

The B2 rating reflects Afflelou's leading market position in the
optical and hearing aid markets in France and Spain with high brand
recognition; a robust reimbursement scheme in France which supports
earnings recurrence although adverse changes are a key potential
risk; good demographically driven demand drivers for optical and
hearing aid devices; high profitability margins compared to its
rated peers because of its strong franchise model; and Moody's
expectations of adequate liquidity and positive Moody's adjusted
free cash flow (FCF) generation over the next 12 to 18 months.

Conversely, Afflelou's rating is constrained by its high Moody's
adjusted gross leverage of 8.1x pro forma the transaction for the
last 12 months to January 2021, which the agency expects to close
at 6.4x at end of fiscal 2021 (in July) and reduce further to below
6.0x in fiscal 2022, although deleveraging is dependent on earnings
growth; modest revenue base and concentration in France, with high
exposure to fragmented, discretionary spending and competitive
markets; downside risks to the pace of the company's earnings
recovery given ongoing social distancing rules; and modest organic
growth despite significant advertising spending.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the company's
performance will remain strong over the next 12 to 18 months and
that gross leverage, as measured by Moody's adjusted gross debt to
EBITDA, will return to 6x by the end of fiscal year 2022. The
outlook assumes that management will not embark on any debt-funded
acquisitions or dividend recapitalisations until the company has
delevered below 6x.

LIQUIDITY PROFILE

Moody's expects Afflelou will have adequate liquidity over the next
12-18 months, supported by an expected cash balance of EUR11
million pro forma the transaction, access to its revolving credit
facility (RCF) of EUR30 million, which Moody's expects will be
undrawn at closing, the agency's expectations of positive Moody's
adjusted FCF, and no debt maturities until 2026.

Afflelou's RCF has a single minimum post IFRS 16 EBITDA maintenance
covenant that is activated if the facility is drawn by more than
40%. Moody's anticipates the company will have significant capacity
against this threshold if tested.

STRUCTURAL CONSIDERATIONS

The PDR of B2-PD reflects the use of a 50% family recovery
assumption, consistent with a capital structure, including a mix of
bond and bank debt. The capital structure has limited covenants
overall, with the lenders relying on incurrence covenants contained
in the senior secured notes' indentures, as well as one maintenance
covenant.

The EUR410 million backed senior secured notes, the EUR75 million
backed senior secured subordinated floating rate notes and the
EUR30 million super senior RCF are borrowed by AFFLELOU S.A.S. The
B2 rating assigned to the company's backed senior secured notes due
2026 reflect their position behind the committed super senior RCF,
and the Caa1 rating assigned to the backed senior secured
subordinated floating rate notes due in 2027 reflect its
subordination in the debt structure.

The notes and the super senior RCF benefit from a similar package,
including upstream guarantees from guarantor subsidiaries
representing around 90% of Afflelou's consolidated adjusted EBITDA.
All instruments are secured by certain share pledges, intercompany
receivables and bank accounts of the guarantors. However, the
backed senior secured notes are contractually subordinated to the
super senior RCF with respect to the collateral enforcement
proceeds, while the backed senior secured subordinated floating
rate notes are subordinated to the backed senior secured notes.
There are significant limitations on the enforcement of the
guarantees and collateral under Luxembourg and French laws.

In addition to the senior secured facilities, Afflelou's capital
structure also includes convertible bonds. Per Moody's hybrid and
shareholder loan methodology, these are considered to be equity and
not included in Moody's leverage metrics or loss given default
waterfall.

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

Positive rating pressure could arise over time if: i) Afflelou were
to demonstrate a sustainable improvement in its earnings; ii) its
debt/EBITDA (Moody's-adjusted) were to be below 4.5x on a sustained
basis; iii) Moody's adjusted FCF is sustainably positive; and iv)
it demonstrates a more balanced financial policy between creditors
and shareholders.

Negative rating pressure could arise if: i) its (gross) debt/EBITDA
(Moody's-adjusted) looks unlikely to fall below 6.0x by the end of
fiscal 2022, or if there is a sustainable and significant decline
in sales and earnings; ii) or its Moody's adjusted FCF turns
negative; iii) or if its liquidity weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Afflelou is the third-largest optical retailer in the French market
by total sales volume with a market share of 10% and the
second-largest in Spain by number of stores and sales, with a
market share of 7%. It operates a franchise model, mainly under the
commercial names Alain Afflelou and Optical Discount. The company
also has smaller operations in 17 other countries and has been
present in the hearing aid segment since 2016. At the end of the
fiscal year ending on July 31, 2020, the company reported revenue
of EUR309 million and a company adjusted EBITDA of EUR71 million.
As of the end of January 2021, the company had 1,429 stores, of
which 1,278 were franchisees and 151 were directly owned.

AFFLELOU SAS: S&P Upgrades Rating to 'B', Outlook Stable
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S&P Global Ratings raised its rating on French eyewear company
Afflelou SAS to 'B' from 'B-'. At the same time, S&P assigned a 'B'
rating to the proposed senior secured notes and a 'CCC+' rating to
the proposed senior subordinated notes.

The stable outlook reflects S&P's expectation that Afflelou will
sustain its recent recovery in operating performance and continue
to expand at a moderate pace, including outside of its core French
optical market into new geographies and the hearing aid market.

S&P said, "Afflelou's cash-paying leverage will increase slightly
to about 6.0x as a result of the company's proposed refinancing and
dividend payment, but we believe the group's resilient performance
during the pandemic, its tight cost management, and its focus on
profitability, support the 'B' rating. Afflelou plans to refinance
its EUR415 million secured notes maturing 2023, repay EUR30 million
of the government backed loan granted at the start of the pandemic,
and pay a EUR135 million dividend by issuing a financing package
totaling EUR485 million, including EUR410 million senior secured
notes maturing 2026 and EUR75 million senior subordinated notes
maturing 2027. The proposed transaction also includes a material
dividend payment of EUR135 million to shareholders, which will
result in a spike in cash-paying leverage at closing. However, we
anticipate Afflelou will maintain some headroom under its other key
ratios. We forecast funds from operations (FFO) cash interest
coverage will remain close to 3.5x, supported by an expected EBITDA
increase and material positive free operating cash flow (FOCF) of
EUR30 million-EUR35 million (after rent payments). Given we treat
the convertible bonds as debt as per our criteria, the proposed
dividend payment will lead adjusted debt to EBITDA to decrease to
7.0x-7.5x compared with 8.0x-8.5x in our previous forecasts. We do
not expect adjusted leverage will improve over the coming years due
to the company's fast-accruing payment-in-kind (PIK) interest
instruments.

"In our view, Afflelou will be able to maintain strong earnings
over fiscal 2022, despite the impact of COVID-19 on sales,
partially mitigating the higher leverage resulting from the
dividend capitalization. During the COVID-19 pandemic, Afflelou has
increased its focus on cost control to counter potential pressure
on profitability caused by volume decline. The company reported a
margin after exceptional costs of 25.7% as of first-half 2021 and
we expect it will remain at about that level for full-year 2021.
Our assumption considers some savings linked to state support,
reduced rents thanks to proactive renegotiations with landlords,
and energy cost savings. We also believe the company has some
flexibility to temporarily reduce marketing costs in case of
adverse topline development. We assume earnings volatility over
March-May 2021 due to lockdown measures in France, impacting about
15%-20% of the group's network sales. That said, we expect the
company will demonstrate resilience against the impact of these
measures, supported by customers redirecting purchases from closed
stores to the rest of the network, the continued catch-up in sales
following the temporarily closure of shops in 2020, and the
better-than-expected performance of the hearing aid segment.
Overall, we expect adjusted EBITDA of close to EUR95 million in
2021, up from almost EUR71 million in 2020, strengthening to EUR100
million-EUR105 million in 2022. This is slightly higher than our
previous adjusted EBITDA forecast of over EUR90 million (our last
estimate dates back to early February when the French government
had just announced selected shopping mall closures). As a result,
we assume cash paying leverage will approach 5.5x in 2022 from
close to 6.0x in 2021 after the transaction, which is commensurate
with a 'B' rating.

"We assume Afflelou's ongoing optimization of its store network and
strong growth in the hearing aid segment will lead to improved
fixed costs absorption, supporting profit margin expansion.We
assume Afflelou's profitability could improve up to 25.5%-26.5%
over the next 12 months compared with about 25.7% in 2019 (pre
pandemic). This improvement will mainly stem from the ongoing
reduction of lower margin stores in Afflelou's Optical Discount
network (the group closed nine stores in first-half fiscal 2021 in
France) and the company's strategy to reduce directly-owned stores
(DOS) (10 stores were disposed in first-half fiscal 2021). DOS tend
to be less profitable due to the expensive rent of flagship stores,
because they are located in prime locations, or because they were
previously underperforming franchisee stores bought by the group to
turnaround. We also consider the positive impact of significant
development activity in the hearing aid segment, where we
understand margins are currently relatively low (at close to 3%)
and far from normal levels due to Afflelou's limited scale. We
believe the hearing aid segment will benefit from improved growth
over 2021-2022, driven mainly by changes in French health care
regulations that allow customers to access products with no
out-of-the pocket costs. In turn, this will lead to increased
market penetration since the audiology market is underequipped
(with only 40% of eligible people wearing earing-aids) and to the
introduction of in-store offers in Afflelou's optical stores,
bringing cross-selling synergies.

"Afflelou's asset-light franchise model and focus on cash
management will continue to support profitability and FOCF in
2021-2022. We forecast Afflelou will generate EUR30 million-EUR35
million FOCF in the next 12 months (after rent payments), thanks to
its high margins and capital-expenditure (capex) light business
model, with most of capex investment being borne by its franchises.
That said, we assume slightly higher capex for information
technology and digital equipment investments over 2021-2022, such
as on screens and tablets, which will fuel future growth. Our
forecast also factors in annual working capital inflows of EUR10
million-EUR15 million in 2021, reflecting ongoing reimbursement of
franchises and limited outflows of EUR5 million thereafter,
supported by a limited stock of own-brand products.

"We view as credit positive that the company derives about 93% of
its revenue from optical and hearing aids purchases, which are less
discretionary than some other consumer goods. The French regulatory
framework is supportive of such purchases because out-of-pocket
expense are limited to 30% of the overall price, and therefore
end-customers are less price sensitive. In addition, the company's
digitalization efforts and increased online appointment booking
contributed to its recovery, and should further support improved
efficiency of its network over 2021-2022 (about 20% of appointments
were booked online as of January 2021, compared with 15% the
previous year).

"We understand that, to date, there have been no additional request
from franchisees to be granted additional support, and that ongoing
franchise reimbursement is in line with the group's expectations.In
our view, this is because many franchisees that own stores in malls
also own stores in cities, which have remained open. We targeted
closures will last until May 2021, which could drive the group to
grant additional financial support to more vulnerable franchises in
its network in the coming weeks, on a case by case basis. However,
we expect the financial support will be much less than at the start
of the pandemic."

Afflelou will continue to benefit from its strong brand equity as
an optical franchisor in France and Spain. Afflelou is one of the
most well-known optical franchisors in France, thanks to effective
advertising and communication campaigns. This helps differentiation
in a competitive market. Network sales reached EUR819 million in
2019 (pre COVID-19 impact) and EUR738 million in the last 12 months
to January 2021, compared with EUR650 million in 2013, because the
group added new geographies and segments to its Alain Afflelou
brand.

S&P said, "The stable outlook reflects our expectation that
Afflelou will sustain the recent recovery in operating performance.
We also expect the company will continue to expand at a moderate
pace, including outside of its core French optical market into new
geographies and the hearing aid market. We believe the group will
improve its adjusted EBITDA margins to 25.5%-26.5%, benefiting from
improved operating leverage, especially in the hearing aids
segment, optimization of its store network, and strong development
of digital tools.

"The stable outlook also reflects our expectation that the group's
FFO cash interest coverage will remain close to 3.5x in the next 12
months, and that profitable growth will translate into comfortable
positive FOCF generation (after rent payments) of EUR30
million-EUR35 million. This will enable cash-paying leverage to
decrease comfortably to close to 5.5x by 2022, translating into
adjusted debt to EBITDA (including the convertible bonds) of
7.0x-7.5x."

S&P could consider lowering the rating if the group's credit
metrics weaken, combined with one or more of the following
factors:

-- Failure to achieve forecast growth and profitability gains,
resulting in higher cash-paying leverage than we anticipate in our
base case. This could happen if the recently announced changes in
French health care regulation hamper the group's revenue and
profitability more significantly than we anticipate, or as a result
of higher costs, adverse operating developments, or if customers
favor low price offers due to a continued waning of consumer
confidence, interrupting recovery trends.

-- Substantial working capital outflows or higher-than-forecast
capex cause FOCF to become materially negative.

-- FFO cash interest coverage approaches 2.0x.

-- The company undertake any material debt-funded acquisition, or
an additional debt-funded shareholder return.

S&P could raise its ratings if Afflelou's credit metrics improve
significantly, such that its adjusted debt to EBITDA ratio is
sustainably below 5x (including the convertible bonds), and if it
continues to demonstrate profitable growth and generate significant
FOCF.


CONSTELLIUM SE: Moody's Affirms B2 CFR, Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on all ratings of Constellium SE, a global leader in the
designing and manufacturing of innovative and high-value-added
aluminum products. Moody's further affirmed the group's B2
corporate family rating, the B2-PD probability of default rating
and the B2 instrument ratings on its senior unsecured debt
instruments.

"The outlook change to stable recognizes Constellium's better than
expected operating performance in 2020 and its protection of
positive free cash flow and strong liquidity in a highly
challenging market environment", says Goetz Grossmann, a Moody's
Vice President and Moody's lead analyst for Constellium. "Although
some credit metrics remain currently still weak for the B2 rating,
we expect them to recover during 2021 on improving market
conditions across all end-markets and the group's de-leveraging
target."

RATINGS RATIONALE

The outlook stabilization reflects Constellium's outperformance of
Moody's forecast of materially weakening credit metrics during 2020
and uncertain recovery prospects after the coronavirus outbreak
when Moody's changed the outlook to negative last year. Although a
significant contraction in demand in key end-markets, namely
aerospace and automotive, caused by the pandemic, led to a 9.9%
year-over-year (yoy) decline in shipments in 2020 (-2% yoy in Q1
2021) and a 17% (-18% yoy in Q1 2021) drop in company-adjusted
EBITDA, Constellium's Moody's-adjusted free cash flow (FCF)
increased to EUR142 million in the 12 months ended March 31, 2021
from EUR135 million in 2019. The increase was mainly driven by a
large reduction in working capital and lower capital spending in
2020, but also a recovery in funds from operations in Q1-2021,
which enabled Constellium to reduce its net debt and to maintain a
strong liquidity profile.

Despite some debt repayments in Q1 2021, when the group issued $500
million senior unsecured notes due 2029 to refinance $650 million
notes due 2025, Constellium's Moody's-adjusted leverage of 7.5x
gross debt/EBITDA as of March 31, 2021 remains high for the B2
rating. The increase in leverage versus 2019 (6.7x) mainly reflects
the declining EBITDA in 2020 due to the adverse market environment,
although which Moody's expects to clearly recover over the next
12-18 months. Moody's forecasts a particularly strong rebound in
the automotive industry (accounting for 28% of group revenue in the
12 months ended March 2021), in defense and some industrial
end-markets, besides moderate growth in the largest product line
packaging rolled products (41%), where shipments declined only
modestly by 4.5% in 2020. The expected demand improvements coupled
with ongoing cost discipline should support a strong recovery in
the group's EBITDA over 2021-2022, and, correspondingly a decrease
in its Moody's-adjusted leverage to below 6x by the end of 2022 at
the latest. The progressive leverage reduction further incorporates
debt repayments from projected positive FCF of around EUR150
million per annum, which Moody's expects Constellium to primarily
apply to debt repayments, in line with its long-term target to
reduce its reported leverage to 2.5x net debt/EBITDA (4.6x as of
March 31, 2021).

Other factors supporting the B2 CFR include Constellium's solid
business profile, underpinned by its diverse product mix and strong
market share in high-value-added aluminum rolled and extruded
products; and healthy liquidity with available cash sources of
close to EUR1 billion as of March 31, 2021.

Factors constraining the rating relate to Constellium's exposure to
cyclical end markets, such as automotive, aerospace and industrial;
the high capital intensity of its business, resulting in earnings
sensitivity to volumes; and exposure to metal premium price
volatility, although a large share can usually be passed through to
customers.

LIQUIDITY

Constellium's good liquidity improved during 2020, when it secured
a new $166 million Delayed Drawn Term Loan (currently undrawn) and
around EUR250 million of European government-sponsored credit
facilities, and through the refinancing of notes due 2021 with new
$325 million senior unsecured notes due 2028. In February 2021, the
group also refinanced $650 million of notes due 2025 with $500
million senior unsecured sustainability-linked notes due 2029. As
of March 31, 2021, Constellium had EUR316 million of unrestricted
cash on the balance sheet and over EUR600 million of additional
liquidity sources. These, together with expected positive FCF for
2021, will comfortably cover its basic near-term cash needs.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Constellium
will reduce its leverage to an adequate level for the B2 rating
(Moody's-adjusted gross debt/EBITDA towards 6x) in the next 18
months, mainly driven by a recovery in earnings. Moody's further
expects the group to maintain positive FCF and to use its cash
generated principally towards debt reduction.

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

Upward pressure on the rating would build, if Constellium's (1)
Moody's-adjusted debt/EBITDA falls below 4.5x, (2) (CFO -
dividends)/debt improves to at least 15% (10.5% in the 12 months
ended March 31, 2021), (3) FCF remains consistently positive.

Negative rating pressure would develop, if Constellium's (1)
leverage could not be reduced towards 6.0x Moody's-adjusted
debt/EBITDA over the next 18 months, (2) (CFO - dividends)/debt
falls below 10%, (3) FCF turns sustainably negative, (4) liquidity
deteriorates.

LIST OF AFFECTED RATINGS:

Issuer: Constellium SE

Affirmations:

LT Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed B2

Senior Unsecured Regular Bond/Debenture, Affirmed B2

Outlook Actions:

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Steel Industry
published in September 2017.

COMPANY PROFILE

Headquartered in France, Constellium SE (Constellium) is a global
leader in the designing and manufacturing of innovative and
high-value-added aluminum products for a broad range of
applications dedicated primarily to packaging, aerospace and
automotive end-markets. Constellium is organized in three business
segments: Packaging & Automotive Rolled Products (P&ARP); Aerospace
& Transportation (A&T), and Automotive Structures & Industry
(AS&I). In the 12 months through March 31, 2021, Constellium
generated revenue of EUR4.8 billion and Moody's-adjusted EBITDA of
EUR425 million (8.9% margin).



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

GREENSILL BANK: Hypo Real Estate Loses EUR75MM in Collapse
----------------------------------------------------------
Olaf Storbeck at The Financial Times reports that Hypo Real Estate,
one of the biggest German casualties of the 2008 financial crisis,
has lost EUR75 million in the collapse of Greensill Bank, setting
up a bizarre battle as it tries to recover the money.

HRE was among the depositors attracted by the relatively high
interest rates offered by Greensill Bank, whose parent company,
Greensill Capital, collapsed in March, the FT notes.

The Munich-based entity, which the German government was forced to
take over, was one of the largest depositors at the bank, according
to people familiar with the matter, after allocating the funds in
2018, the FT relates.

German financial watchdog BaFin shut down Greensill Bank in March
after a forensic audit uncovered potential balance sheet
manipulations, the FT recounts.  The regulator subsequently filed a
criminal complaint against the bank's management, which is now
under investigation by Bremen public prosecutors, the FT
discloses.

Losses suffered by Greensill's retail customers are covered by
Germany's deposit insurance scheme, which has already paid out more
than EUR2.8 billion to them, the FT notes.  However, public sector
institutions, as well as banks, are not protected by the programme,
the FT states.

HRE, as cited by the FT, said that the insurance scheme, which is
funded by the country's banks and administered by the Association
of German Banks, was refusing to compensate it, claiming that it
was a financial institution and therefore not covered.

Before its government rescue in 2008, HRE was one of Europe's
biggest commercial property lenders.  It was nationalised after a
serious liquidity squeeze at its Irish subsidiary, costing German
taxpayers EUR21 billion, the FT relays.


HEIDELBERGCEMENT AG: Egan-Jones Withdraws BB+ Sr. Unsec. Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on April 28, 2021, withdrew its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by HeidelbergCement AG.

Headquartered in Heidelberg, Germany, HeidelbergCement AG produces
and markets aggregates.





===========
G R E E C E
===========

ALPHA BANK: Fitch Affirms 'CCC+' LT IDR, Outlook Positive
---------------------------------------------------------
Fitch Ratings has affirmed Alpha Services and Holdings S.A.'s
(HoldCo) and Alpha Bank S.A.'s (Alpha Bank) Long-Term Issuer
Default Ratings (IDR) at 'CCC+'. The Outlooks on the Long-Term IDRs
are Positive.

The ratings are in line with those assigned following the
completion of the corporate restructuring on 19 April 2021 (see
'Fitch Rates Alpha Bank S.A. 'CCC+'/Positive on Completion of
Restructuring'). Following the restructuring, Fitch assesses Alpha
Bank based on the credit profile of the banking group, which
includes the holding company.

The rating actions are part of a peer review of Greek banks.

KEY RATING DRIVERS

IDRs AND VIABILITY RATING (VR)

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

The ratings reflect weak but improving asset quality and still high
capital encumbrance by unreserved impaired loans, which compare
unfavourably with some of its domestic peers'. The Positive Outlook
reflects Fitch's expectation of a material improvement of the
group's asset quality and capital encumbrance in 2021 and 2022,
following the bank's sizeable de-risking plan.

Alpha Bank announced in February 2021 that it had secured a binding
agreement with Davidson Kempner for the sale of an 80% stake in its
loan servicer and 51% of the mezzanine and junior notes in its
'Galaxy' securitisation of impaired loans under the Hellenic Asset
Protection Scheme (HAPS). This will allow it to deconsolidate up to
EUR10.8 billion of impaired loans upon completion of the
transaction in 2Q21, which should reduce the group's impaired loans
ratio significantly to 26.5% (including the EUR3.8 billion of
senior securitisation notes, which will be fully retained by the
bank and accounted as loans) from 43% at end-2020 as reported by
the bank (including Stage 3 and non-performing purchased or
originated credit-impaired loans).

The combined negative impact from the transaction on capital ratios
should be about 280bp, resulting in a pro-forma common equity Tier
1 (CET1) ratio of 14.3% at end-2020. Fitch's assessment of the
bank's capitalisation of 'ccc+' with a positive trend factors in
the expected reduction of capital encumbered by unreserved impaired
loans. Fitch estimates the group's unreserved impaired loans
represented about 100% of CET1, including the impact from the
deconsolidation of the Galaxy securitisation and the sale of the
servicer (the ratio was 144% at end-2019).

The bank also announced a series of portfolio sales of impaired
loans to take place in 2021 that could further reduce its impaired
loan ratio (including senior securitisation notes) to 18% by
end-2021 and to 10% by end-2022, while maintaining a regulatory
CET1 ratio at about 14%. The bank's guidance for 2021 includes
inflows of impaired loans from the expiry of loan moratoria in
Greece of about EUR1 billion or 18% of domestic performing loans
under moratoria. The total loans granted moratorium for the group
were EUR9.4 billion at end-2020 (19% of gross loans, EUR5.5 billion
on performing exposures in Greece), the majority of which have
already expired.

Executions risks for implementing the bank's asset-quality clean-up
remain high, in Fitch's view. However, the extension of the HAPS in
2021 should mitigate these risks and support the bank's plan to
accelerate the disposal of impaired loans in 2021-2022.

Operating profitability remains structurally weak due to high loan
impairment charges (LICs). In 2020, LICs increased to 2.7% of gross
loans as the bank front-loaded the losses driven by the economic
fallout from the pandemic and also by the impact from upcoming
securitisations. Realised significant trading gains in 2020
partially offset the increase in LICs. Fitch expects earnings to
eventually benefit from lower provisioning requirements. The
outsourcing of loan-servicing activities should also help to
improve operating efficiency in the medium term, along with other
restructuring initiatives.

Fitch has upgraded the bank's funding and liquidity score to 'b-'
from 'ccc+' as its funding and liquidity continued strengthening in
2020, supported by deposit inflows, better access to debt capital
markets and supportive measures by the ECB. Customer deposits
increased 9% last year, driven by precautionary savings and
supportive fiscal measures for businesses and households. The
bank's liquidity coverage ratio was restored to 151% at end-2020,
materially above the regulatory threshold.

PREFERRED SECURITIES

The rating of Alpha Bank's preferred securities (ISIN DE000A0DX3M2)
has been affirmed at 'C'/'RR6' as obligations under the securities
are currently not being paid and have poor recovery prospects.
These securities are issued by Alpha Group Jersey Limited and
guaranteed by the HoldCo.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITIVITIES

IDRs AND VR

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

-- The Positive Outlook on Long-Term IDRs indicates that an
    upgrade of the entities' ratings is likely in the medium term
    if the economic recovery in Greece materialises and the bank
    successfully executes its asset-quality clean-up plan.

-- An improvement in capital encumbrance by net impaired loans
    driven by a sustainable reduction in the impaired loan ratio
    to below 18% while maintaining a CET1 ratio of at least 14%.

-- Improved capacity to generate capital internally and a better
    than-expected recovery in Greece could also be rating
    positive.

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

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

-- The ratings would likely be downgraded if the deterioration in
    the operating environment is worse than expected resulting in
    permanent damage to the bank's asset quality and capital,
    including an erosion of capital buffers without a clear path
    for the capital ratios to be restored within a reasonable
    timeframe. Downside pressure on the ratings could also arise
    if depositor-and-investor confidence weakens, compromising the
    bank's liquidity.

-- The ratings of the HoldCo could also be downgraded by at least
    one notch below those of the operating bank in case of a
    significant build-up of double leverage at the HoldCo, changes
    in the regulation scope, or more onerous restrictions on
    fungibility of capital and liquidity between the two entities,
    which Fitch does not expect.

LEGACY PREFERRED SECURITIES

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

SUPPORT RATING AND SUPPORT RATING FLOOR

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

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.

EUROBANK SA: Fitch Affirms 'B-' LT IDR, Alters Outlook to Positive
------------------------------------------------------------------
Fitch Ratings has revised Eurobank S.A.'s (Eurobank) Outlook to
Positive from Negative and affirmed the bank's Long-Term Issuer
Default Rating (IDR) at 'B-' and Viability Rating (VR) at 'b-'.

The Positive Outlook on Eurobank reflects Fitch's expectations of
additional improvements of its credit profile, driven by an
acceleration of its asset-quality clean-up in 2021 and 2022 while
maintaining stable capital ratios and improving its capacity to
generate earnings.

The rating actions are part of a peer review of large Greek banks.

KEY RATING DRIVERS

IDRs AND VR

Eurobank's Long-Term IDR and VR reflect the bank's still weak asset
quality and high capital encumbrance by unreserved impaired loans,
although both have significantly improved after the completion of
the bank's sizeable Cairo impaired loan securitisation and will
strengthen further as the bank continues with the asset-quality
clean-up. Fitch assesses Eurobank based on the credit profile of
the consolidated banking group, which includes the holding company
Eurobank Ergasias Services and Holdings S.A.

Eurobank's impaired loan ratio declined to 14% (including EUR3.5
billion of senior securitisation notes) at end-2020 from 29% at
end-2019 as the bank completed the Cairo securitisation (EUR7.5
billion of impaired loans) in 2Q20, making use of the Hellenic
Asset Protection Scheme (HAPS). Its stock of impaired loans is
mostly concentrated in Greece, and its international operations
have stronger asset quality (impaired loan ratio of 6.7% at
end-2020).

The bank plans to further reduce its impaired loan ratio to 9% by
end-2021 and 6% by end-2022 with a new HAPS-backed securitisation
('Mexico'), consisting of EUR3.3 billion of impaired loans. Loan
loss allowance coverage is expected to remain moderate (55% at
end-2021, down from 61% at end-2020) following the Mexico
securitisation. The bank's guidance includes net inflows of
impaired loans of EUR0.9 billion, partially coming from loan
moratoria. Eurobank had granted moratoria on EUR7 billion of loans
at end-2020 (17%), the majority of which have already expired.

Execution risks for implementing the asset-quality clean-up remain
high, in Fitch's view. However, the extension of the HAPS and the
bank's record of execution on past asset sales should mitigate
these risks and support the accelerated asset-quality clean-up in
2021-2022.

Eurobank's regulatory common equity Tier 1 (CET1) was 13.9% (12% on
a fully loaded basis) at end-2020. Fitch's assessment of the bank's
capitalisation of 'b-' with a positive trend considers the expected
reduction of capital encumbrance by unreserved impaired loans, but
also limited capital buffers. Fitch estimates unreserved impaired
loans could reduce to 30% of CET1 capital at end-2021 (40% at
end-2020), assuming the bank completes its impaired loan
securitisation as planned.

Earnings have benefited from the positive contribution of its
international operations in recent years, contrary to other Greek
peers. However, operating profitability has remained weak (on
average 0.9% of risk-weighted assets (RWAs) in 2017-2020, excluding
the impact of the Cairo securitisation in 2020) due to high loan
impairment charges (LICs). Fitch expects Eurobank's earnings will
be above the sector average in the medium term as the bank is ahead
of its Greek banking peers in its asset-quality clean-up, which
will translate into lower LICs.

Fitch has upgraded the bank's funding and liquidity score to 'b-'
as its funding and liquidity continued strengthening in 2020,
supported by deposit inflows, supportive measures by the ECB and
better access to markets, as reflected by the issue of EUR0.5
billion of senior preferred debt in April 2021 ahead of minimum
required eligible liabilities (MREL) requirements. Customer
deposits increased 5% last year, driven by precautionary savings
and the implementation of supportive fiscal measures for businesses
and households. Its liquidity coverage ratio has been restored
above the regulatory threshold at 124% on a consolidated basis at
end-2020.

SENIOR PREFERRED (SP) DEBT

Eurobank's long-term SP debt ratings are notched down twice from
the Long-Term IDR, reflecting poor average recovery prospects in a
resolution given still weak asset quality, albeit recently
improved, and high levels of senior-ranking liabilities, including
retail and corporate depositors and secured funding. This is
reflected in the 'RR6' Recovery Rating of the notes.

Eurobank's short-term SP debt rating of 'B' is aligned with the
bank's Short-Term IDR.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITIVITIES

IDRs AND VR

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

-- The Positive Outlook on Eurobank's Long-Term IDR indicates
    that an upgrade is likely in the medium term if the economic
    recovery in Greece materialises and the bank successfully
    executes its asset-quality clean-up. An improvement in capital
    encumbrance by net impaired loans driven by a sustainable
    reduction in the impaired loan ratio to below 10% while
    maintaining a CET1 ratio of at least 14% is a likely trigger
    for an upgrade. Improved capacity to generate capital
    internally and a stronger-than-expected economic recovery in
    Greece could also be rating-positive.

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

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

-- The ratings would likely be downgraded if the deterioration in
    the operating environment is worse than expected, resulting in
    permanent damage of the bank's asset quality and capital,
    including an erosion of capital buffers without a clear path
    for the capital ratios to be restored within a reasonable
    timeframe. Downside pressure on the ratings could also arise
    if depositor-and-investor confidence weakens, compromising the
    bank's liquidity.

SP DEBT

Eurobank's long-term SP debt rating is sensitive to changes in the
bank's Long-Term IDR and to changes in Fitch's expectations with
regard to recovery prospects in a resolution. Further improvement
in the bank's asset quality and the building-up of MREL buffers
would likely lead to improved recovery prospects and warrant a
narrower notching from the Long-Term IDR.

SUPPORT AND SUPPORT RATING FLOOR

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

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.

NATIONAL BANK: Fitch Raises LT IDR to 'B-', Outlook Positive
------------------------------------------------------------
Fitch Ratings has upgraded National Bank of Greece S.A.'s (NBG)
Long-Term Issuer Default Rating (IDR) to 'B-' from 'CCC+' and
Viability Rating (VR) to 'b-' from 'ccc+'. The Outlook on the
Long-Term IDR is Positive. Fitch has also upgraded NBG's long-term
senior preferred (SP) debt rating by one notch to 'CCC' from 'CCC-'
following the upgrade of the bank's Long-Term IDR.

The rating actions reflect NBG's improved asset quality and capital
encumbrance from unreserved impaired loans following the major
off-loading of impaired loans from its balance sheet and Fitch's
expectation that the bank will continue its de-risking strategy.

The rating actions are taken as part of a peer review of the Greek
banks.

KEY RATING DRIVERS

IDRs AND VR

NBG's ratings mainly reflect the bank's still weak asset quality
and high capital encumbrance by unreserved impaired loans, although
both have improved in recent years and will strengthen further
following the completion of the large securitisation of impaired
loans ('Frontier' transaction) expected in 2Q21, making use of the
Hellenic Asset Protection Scheme (HAPS). The Positive Outlook
reflects Fitch's expectations of additional improvements in NBG's
credit profile driven by an acceleration of its asset-quality
clean-up in 2021 and 2022 while maintaining stable capital ratios.

The Frontier securitisation will allow the bank to deconsolidate
EUR6.1 billion of impaired loans, which should reduce the group's
impaired loans ratio significantly to 13.3% (including EUR3.3
billion of senior securitisation notes, which will be fully
retained by the bank and are accounted as loans) from 29.4% at
end-2020 (when adding back Frontier-related impaired loans
classified as held for sale assets). The level of loan loss
allowance coverage will remain moderate (62%) following the
Frontier securitisation but better than domestic peers'.

NBG has not undertaken a corporate restructuring to create a bank
holding company in the context of the Frontier securitisation,
unlike its domestic peers, as large trading gains in 2020 helped
the bank absorb the losses from the transaction. NBG's regulatory
common equity Tier 1 (CET1) ratio was 15.7% (12.8% fully loaded) at
end-2020 and the bank expects the sale of its insurance subsidiary
and the release of risk-weighted-assets from the deconsolidation of
Frontier will add 1.7pp of additional capital.

Our assessment of the bank's capitalisation of 'b-' with a positive
trend considers the expected reduction of capital encumbrance by
unreserved impaired loans, but also limited capital buffers. Fitch
estimates the group's unreserved impaired loans represented 29% of
CET1 capital at end-2020, including the impact from the
deconsolidation of the Frontier securitisation.

The bank plans to further reduce its impaired loan ratio to the low
teens by end-2021 and to about 6% by end-2022, while maintaining a
regulatory CET1 ratio of 16% at end-2022 supported by further
off-loading of impaired loans. The bank's guidance includes inflows
of impaired loans of EUR1.4 billion for the next two years,
partially coming from the loan moratoriums. NBG had granted
moratoriums on EUR4 billion of loans at end-2020 (14% of gross
loans), the majority of which have already expired.

Execution risks for implementing the asset quality clean-up remain
high, in Fitch's view, given the ambitious targets. However, the
extension of the HAPS and the bank's record of execution on past
asset sales should mitigate these risks and support its plan to
accelerate de-risking plans in 2021-2022.

The bank's operating profitability represented 1.2% of
risk-weighted assets in 2020 as large trading gains offset the loan
impairment charges. These increased to 3.2% of gross loans as the
bank frontloaded the losses derived from the economic fallout from
the pandemic and the impact from the Frontier securitisation. Fitch
expects NBG's earnings to be above the sector average in the medium
term given the bank's more advanced asset-quality clean-up, which
will translate into lower loan impairment charges.

Fitch has upgraded the bank's funding and liquidity score to 'b' as
its funding and liquidity continued strengthening in 2020,
supported by deposit inflows, the ECB's supportive measures and
improved market access, as reflected in the issuance of Tier 2 and
senior preferred debt in 2020. Customer deposits have increased
sharply in 2020 while the bank maintained a liquidity coverage
ratio (220% at end-2020) above that of the domestic sector.

SENIOR PREFERRED DEBT

NBG's long-term SP debt ratings are notched down twice from its
Long-Term IDR, reflecting poor recovery prospects in a resolution
scenario given still weak asset quality, albeit recently improved,
and high levels of senior-ranking liabilities, including retail and
corporate deposits and secured funding. This is reflected in the
'RR6' Recovery Rating assigned to the notes.

NBG's short-term SP debt rating of 'B' is aligned with the bank's
Short-Term IDR.

SUBORDINATED DEBT

NBG's subordinated debt rating of 'CCC'/'RR6' is two notches below
the bank's VR, reflecting poor recovery prospects if there were a
non-viability event.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITIVITIES

IDRs AND VR

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

-- Upside rating potential could derive from a successful
    execution of NBG's de-risking plan. An improvement in NBG's
    capital encumbrance by net impaired loans driven by a
    sustainable reduction in the impaired loan ratio to below 10%
    while maintaining a CET1 ratio of at least 14% could support
    an upgrade. Improved capacity to generate capital internally
    and a stronger-than-expected economic recovery in Greece could
    also be rating positive.

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

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

-- The ratings would probably be downgraded if the Frontier
    securitisation were cancelled, which Fitch does not expect, or
    the deterioration in the operating environment is worse Fitch
    expects, resulting in permanent damage to the bank's asset
    quality and capital, including an erosion of capital buffers
    without a clear path for the capital ratios to be restored
    within a reasonable timeframe. Downside pressure on the
    ratings could also arise if depositor and investor confidence
    weaken, compromising the bank's liquidity.

SENIOR PREFERRED DEBT

NBG's long-term SP debt rating is sensitive to changes in the
bank's Long-Term IDR and to changes in Fitch's expectations with
regards to recovery prospects in a resolution scenario. Further
improvement in the bank's asset quality and the building-up of
buffers to meet the minimum requirement for own funds and eligible
funds and liabilities would be likely to lead to improved recovery
prospects and warrant a narrower notching from the Long-Term IDR.

SUBORDINATED DEBT

The ratings of the subordinated notes are primarily sensitive to
changes in NBG's VR.

SUPPORT AND SUPPORT RATING FLOOR

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

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.

NAVIOS MARITIME: Egan-Jones Keeps CC Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on April 26, 2021, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Navios Maritime Holdings, Inc. EJR also downgraded
the rating on commercial paper issued by the Company to D from C.

Headquartered in Pireas, Greece, Navios Maritime Holdings, Inc.
offers maritime freight transportation services.


PIRAEUS BANK: Fitch Raises LT IDR to 'CCC+'
-------------------------------------------
Fitch Ratings has upgraded Piraeus Bank S.A.'s (Piraeus) Long-Term
Issuer Default Rating (IDR) to 'CCC+' from 'CCC' and Viability
Rating (VR) to 'ccc+' from 'ccc'. Fitch has also upgraded Piraeus'
long-term senior preferred (SP) debt rating to 'CCC-' from 'CC'
following the upgrade of the Long-Term IDR.

The upgrade reflects progress in improving asset quality and
capital encumbrance from unreserved impaired loans following large
impaired loan disposals and the planned capital-enhancement
actions, most notably the recently executed equity increase.

The rating actions have been taken as part of a peer review of
Greek banks.

KEY RATING DRIVERS

IDRs AND VR

Piraeus's ratings largely reflect the bank's weak, albeit improved,
asset quality and very high capital encumbrance by unreserved
impaired loans, but also Fitch's expectation that significant
de-risking is underway. Fitch assesses Piraeus based on the credit
profile of the banking group, which includes the holding company
(HoldCo) Piraeus Financial Holdings S.A.

Our assessment of Piraeus's asset quality and capitalisation
considers two large impaired loan securitisations (the Phoenix and
Vega transactions), which make use of the Hellenic Asset Protection
Scheme (HAPS) and together comprise about EUR6.7 billion of
impaired loans.

Piraeus's impaired loan ratio (including Stage 3 and non-performing
POCI loans) was 45.3% at end-2020, the highest among large Greek
banks. Fitch estimates this ratio could fall to just below 35%
following the Phoenix and Vega transactions, which Fitch expects to
complete in 2Q21. The ratio's denominator includes about EUR2.4
billion of retained senior securitisation notes, which will be
fully retained by the bank and accounted as loans. Loan loss
allowance coverage will remain low (44%) following the
transactions.

The bank plans to significantly accelerate balance-sheet de-risking
by reducing the impaired loan ratio to below 10% in the next 12
months by completing two additional large HAPS securitisations of
EUR11 billion of impaired loans (the Sunrise transactions). The
bank's guidance includes EUR1.7 billion of inflows of impaired
loans in 2021, partially from loans that have benefited from
moratoria. Piraeus had granted moratoria on EUR5.9 billion at
end-2020 (12% of gross loans), the majority of which have already
expired.

Piraeus is enhancing its capital to absorb the negative impact of
de-risking (6.6pp, 2.5pp of which is derived from the Phoenix and
Vega deals). The bank has already raised EUR1.3 billion in equity
through a rights issue and is implementing further measures to
strengthen its capital base. Such actions include synthetic
securitisations of performing loans, the sale of the bank's cards
merchant-acquiring business and the planned issuance of about
EUR0.6 billion of additional Tier 1 notes.

Piraeus's common equity Tier 1 (CET1) ratio was 13.8% (11.3% on a
fully-loaded basis) at end-2020, and Fitch expects the bank to
maintain similar capital ratios if it successfully executes its
asset quality and capitalisation plans in 2021. Fitch's assessment
of the bank's capitalisation at 'ccc+' with a stable trend assumes
a reduction in the bank's capital encumbrance by unreserved
impaired loans as well as its limited capital buffers. Fitch
estimates the group had unreserved impaired loans at about 150% of
CET1 at end-2020, including the Phoenix and Vega transactions and
the capital increase.

Fitch believes that execution risks remain high for the bank's
asset quality clean-up plan due to the transactions' size and
potential impact on capital buffers. However, the extension of the
HAPS and the bank's recent rights issue mitigate these risks and
will support acceleration of de-risking.

Piraeus's operating profitability is structurally weak due to its
large stock of impaired loans and high restructuring costs.
However, Fitch expects the recovery of the Greek economy, progress
in de-risking and improvement in cost efficiency to support the
bank's earnings-generation capacity in the medium term.

Fitch has upgraded Piraeus's funding and liquidity score to 'b-' as
its funding and liquidity strengthened in 2020, supported by
deposit inflows, the ECB's supportive measures and improved market
access. The bank's liquidity coverage ratio increased to 175% at
end-2020, similar to domestic peers.

SENIOR PREFERRED DEBT

Piraeus's long-term SP debt ratings are notched down twice from its
Long-Term IDR, reflecting poor recovery prospects in the event of a
resolution scenario given still-weak asset quality and high levels
of senior-ranking liabilities, including retail and corporate
deposits and secured funding. This is reflected in the 'RR6'
recovery rating assigned to the notes.

Piraeus's short-term SP debt rating of 'C' is aligned with the
bank's Short-Term IDR.

SUPPORT RATING AND SUPPORT RATING FLOOR

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

RATING SENSITIVITIES

IDRs AND VR

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

-- The bank's ratings could be upgraded if the bank successfully
    executes its asset quality clean-up plan. An improvement in
    capital encumbrance by unreserved impaired loans driven by a
    sustainable reduction in the impaired loan ratio to below 18%
    while maintaining a CET1 ratio of at least 14% is a likely
    trigger for an upgrade. Improved capacity to internally
    generate capital and a stronger-than-expected economic
    recovery in Greece could also be positive for the rating.

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

-- The ratings would likely be downgraded if deterioration in the
    operating environment is worse than expected, resulting in
    permanent damage to the bank's asset quality and capital,
    including a breach of capital buffer requirements without a
    clear path for the capital ratios to be restored within a
    reasonable timeframe. Downside pressure on the ratings could
    also arise if depositor and investor confidence weaken,
    compromising the bank's liquidity.

SENIOR PREFERRED DEBT

Piraeus's long-term SP debt rating is sensitive to changes in the
bank's Long-Term IDR and changes in Fitch's expectations with
regards to recovery prospects in a resolution scenario. Further
improvement in the bank's asset quality and the building-up of
buffers to meet the minimum requirement for own funds and eligible
liabilities (MREL) would likely lead to improved recovery prospects
and warrant a smaller notching down from the Long-Term IDR.

SUPPORT AND SUPPORT RATING FLOOR

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

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.



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

ARES EUROPEAN XI: Moody's Affirms B3 Rating on EUR10.675M F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Ares
European CLO XI DAC (the "Issuer"):

EUR270,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR7,900,000 Class A-2 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR23,850,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Definitive Rating Assigned Aa2 (sf)

EUR23,625,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

EUR32,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Baa3 (sf)

Moody's also affirmed the Class X, Class E and Class F Notes
ratings which have not been refinanced:

EUR2,250,000 (Current balance EUR 843,750) Class X Senior Secured
Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Apr
25, 2019 Definitive Rating Assigned Aaa (sf)

EUR27,625,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba3 (sf); previously on Apr 25, 2019
Definitive Rating Assigned Ba3 (sf)

EUR10,675,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed B3 (sf); previously on Apr 25, 2019
Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

Moody's rating affirmations of the Class X Notes, Class E and Class
F Notes are a result of the refinancing, which has no impact on the
ratings of the notes.

As part of this refinancing, the Issuer has extended the weighted
average life test date by 15 months to January 25, 2029. It has
also amended the reinvestment criteria following the expiry of the
Reinvestment Period, certain concentration limits, definitions and
minor features. In addition, the Issuer has amended the base matrix
and modifiers that Moody's has taken into account for the
assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 96% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 4% of the portfolio may consist of unsecured senior
loans, second-lien loans, high yield bonds and mezzanine loans.

Ares European Loan Management LLP will continue to manage the CLO.
It will direct the selection, acquisition and disposition of
collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
approximately two and a half year reinvestment period. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit risk obligations and credit improved
obligations.

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 global corporate assets from a gradual and
unbalanced recovery in global 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 modelled 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 modelling assumptions:

Performing par and principal proceeds balance: EUR447.08 million

Defaulted Par: EUR1.95 million

Diversity Score: 49

Weighted Average Rating Factor (WARF): 3212

Weighted Average Spread (WAS): 3.60%

Weighted Average Recovery Rate (WARR): 44%

Weighted Average Life Test Date: Jan. 25, 2029



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

OFFICINE MACCAFERRI: Fitch Affirms Then Withdraws 'RD' Rating
-------------------------------------------------------------
Fitch Ratings has affirmed Italy-based building products company
Officine Maccaferri S.p.A.'s (Maccaferri) Long-Term Issuer Default
Rating (IDR) at 'RD' (Restricted Default) and senior unsecured
rating at 'C' with a Recovery Rating of 'RR5'. Fitch has
simultaneously withdrawn all ratings.

The affirmation reflects the still pending financing proposal
presented by an ad-hoc lender group (AHG) holding 54% of
Maccaferri's defaulted EUR190 million notes. It includes provision
of new financing and restructuring of a part of Maccaferri's
current debt. As the proposal is subject to court decision the IDR
remains in line with Fitch's definition of 'RD'.

In December 2020, Stellex Capital Holding S.a.r.l. (company related
to AHG) won a tender offer to gain full control of Maccaferri. The
company is currently waiting for the formal decree of shares'
transfer of which the timing is at the sole discretion of the
tribunal.

The ratings have been withdrawn for commercial reasons. Fitch will
no longer provide ratings or analytical coverage of Maccaferri.

KEY RATING DRIVERS

Bridge Financing Crucial: In December 2020, Maccaferri presented a
new bridge financing plan of EUR40 million, under the form of a
super-senior note, to Bologna´s court. The court rejected the plan
due to a number of hidden costs, the presence of collateral
contracts with reference to English law, and some guarantees to
other group companies that cannot be granted. Maccaferri is
currently reworking the financing plan. Fitch believes the court´s
approval is crucial for Maccaferri´s operations as the financing
would enable the company to fund capex and working capital and to
preserve its market position and going-concern business.

Strained Liquidity: Maccaferri´s around 70 subsidiaries are
dependent on the company´s ability to transfer cash among the
subsidiaries and Fitch believes that some of them might be
experiencing cash constraints as a result of pandemic-related
volatility and the delayed bridge financing. Fitch believes that
measures such as postponed investments and strict working-capital
management are not viable in the longer term and that the lack of
new financing could threaten Maccaferri´s long-term operations in
some of its markets.

Maturity Mechanism: With Maccaferri´s recently launched (on 5 May
2021) consent solicitation for its bondholders the company seeks to
amend provision related to the maturity of the EUR190 million bond
on 1 June. The proposed amendments would mean that the repayment
may be requested upon the written request of holders of not less
than a majority in aggregate principal amount of the notes then
outstanding, provided that any amounts that have become due
pursuant to the Indenture prior to 1 June 2021 shall remain due and
payable. The AHG has agreed to support the consent solicitation
thereby indicating that they will not issue a repayment demand
while the court procedures are progressing.

DERIVATION SUMMARY

Maccaferri holds leading positions in double-twist mesh products
and rockfall protection structures, with strong geographic
diversification. Despite its adequate business profile, the
company's distressed financial position places the rating in the
'RD' category. Its peers include such niche and specialised
companies as L'isolante K-Flex S.p.A. and Praesidiad Group Limited
(CCC+).

KEY ASSUMPTIONS

N/A

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given rating
withdrawal.

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

De-facto Insolvent: Strained liquidity restricts Maccaferri's
ability to keep up with demand by constraining business activity
and investments.

ESG CONSIDERATIONS

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



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

BEFESA SA: Moody's Affirms Ba2 CFR & Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service has changed the outlook to stable from
negative on Befesa S.A. Concurrently, Moody's has affirmed all the
outstanding ratings of Befesa, including its Ba2 corporate family
rating, its Ba2-PD probability of default rating, as well as the
Ba2 rating of its senior secured instruments.

"The ratings affirmation with the stable outlook reflects our
expectation that over the next 12-18 months Befesa will be able and
willing to improve its credit metrics in line with the Ba2 rating
after a temporary deterioration of its credit quality amid the
pandemic", says Martin Fujerik, the lead analyst on Befesa.

RATINGS RATIONALE

Supported by the gradual pick-up in demand in the company's key end
markets, such as automotive and construction, as well as the strong
pricing momentum for zinc and aluminum, Moody's expects that Befesa
will be able to deliver EBITDA in 2021 broadly around the middle of
its public guidance between EUR165 million and EUR190 million, up
from EUR127 million in 2020. This performance will drive a
substantial year-on-year improvement in Moody's adjusted gross
leverage back around the higher end of the 3.0x to 3.5x range,
which the agency deems commensurate with a Ba2 rating, down from
5.1x in the 2020 downturn year.

In addition, Moody's expects that Befesa will be able and willing
to sustain Moody's adjusted leverage below 3.5x beyond 2021. This
expectation is supported by the ramp-up of the additional steel
dust recycling capacity in China, once the two new plants, which
Befesa is currently constructing in the country, are operational.
Moody's understand that the projects have so far been managed on
time and within the budget and should fully contribute to EBITDA
already in 2022, notwithstanding the still-existing risks with
regards to the successful and timely ramp-up of the capacity to
required profitability levels as well as to the arrangement of
hedges for the incremental volume.

The sustained deleveraging will be further supported by the
agency's expectation that Befesa will aim to reduce and maintain
its reported net leverage below 2.0x (2.8x for 12 months to March
2021), which would provide pricing benefit on its Ba2-rated senior
secured term loan B. In general, Befesa's conservative behavior
amid the pandemic is a factor that supports the current ratings.
The company cut its dividends in 2020, which helped it to maintain
positive free cash flow (FCF) even with the growth investments in
China. Moody's expects that Befesa will be able to continue
generating positive FCF, despite the continuation of sizeable
growth capital spending well above the maintenance needs in 2021
and most likely also in 2022. The agency also recognizes that
Befesa has been able to extend its hedging book on zinc prices on
attractive terms and it is now hedged through the beginning of 2024
on its current capacity in accordance with its hedging policy.

The rating action also reflects Befesa's good liquidity profile,
which even strengthened during the pandemic. As of the end of March
2021 Befesa reported EUR164 million of cash and cash equivalents,
further supported by an undrawn senior secured revolving credit
facility of EUR75 million. The facility has a springing net
leverage covenant, the hypothetical capacity under which will
continue to improve through 2021. There are no significant debt
maturities until 2026.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In the assessment of environmental risks, Moody's believes that
Befesa plays an important role in the circular economy, as it
recycles hazardous waste. The corporate governance considerations
include Befesa's status as a publicly listed company with financial
policies largely commensurate with the Ba2 rating. Social risks are
not material to the credit quality of Befesa.

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

The ratings could be downgraded if (1) the gross leverage would
remain above 3.5x debt/EBITDA as adjusted by Moody's for a
prolonged period; (2) the FCF/debt would deteriorate to a low
single digit percentage range for a prolonged period; (3) Befesa
failed to maintain a long-term hedging strategy; or (4) its
liquidity deteriorated.

The ratings could be upgraded if Befesa improved business profile
in terms of size, geographic and business segment diversification
while maintaining a long-term hedging strategy. In addition, Befesa
would need to demonstrate its ability to (1) reduce its Moody's
adjusted leverage well below 2.5x debt/EBITDA through the cycle;
(2) achieve meaningful FCF generation as evidenced by a FCF/debt
consistently in the double digit percentage range despite dividend
payments and growth investments; and (3) maintain a solid liquidity
profile.

LIST OF AFFECTED RATINGS:

Issuer: Befesa S.A.

Affirmations:

LT Corporate Family Rating, Affirmed Ba2

Probability of Default Rating, Affirmed Ba2-PD

BACKED Senior Secured Bank Credit Facility, Affirmed Ba2

Senior Secured Bank Credit Facility, Affirmed Ba2

Outlook Actions:

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Steel Industry
published in September 2017.

COMPANY PROFILE

Befesa is a leading international provider of regulated
environmental recycling of hazardous waste in the steel and
aluminum industries. In 2020, the company generated revenue of
around EUR600 million.

CONTOURGLOBAL POWER: Fitch Ups Sr. Sec. Notes Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded ContourGlobal Power Holdings S.A.'s
(CGPH) senior secured notes rating to 'BB+' from 'BB' and assigned
a Recovery Rating of 'RR2' to this debt class. The agency has also
affirmed CGPH's super senior secured revolving credit facility
(RCF) rating at 'BB+' and assigned a Recovery Rating of 'RR2' to
this debt class. The debt ratings have been removed from Under
Criteria Observation (UCO).

Fitch has also affirmed ContourGlobal Plc's (CGPLC) Long-Term
Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook. CGPH is
a financing subsidiary of CGPLC and the ratings of its debt
obligations benefit from a guarantee from CGPLC.

The upgrade of the senior secured instruments and the affirmation
of the super senior secured debt reflect Fitch's application of the
agency's updated Corporates Recovery Ratings and Instrument Ratings
Criteria to CGPH's debt ratings. The ratings were placed on UCO
following the publication of the updated criteria on 9 April 2021.

KEY RATING DRIVERS

Recovery Ratings Criteria Update: Recovery Ratings and instrument
ratings for CGPH's instruments are based on Fitch's newly
introduced rating grid for issuers with 'BB' category IDRs. This
grid reflects average recovery characteristics of similar-ranking
instruments. CGPH's senior secured rating reflects category 2
first-lien, which translates into a two-notch uplift from CGPLC's
IDR of 'BB-' with a 'RR2'. The senior secured notes rank equally
with the super senior secured RCF debt and letters of credit at
CGPH in respect of payment obligations but junior to them upon
enforcement.

Based on the rating grid, a super senior RCF for an entity with a
'BB-' IDR would be rated with a two-notch uplift with 'RR1' but in
CGPH's case it is constrained by the jurisdictional cap to a
two-notch uplift with 'RR2' based on Fitch's Country-Specific
Treatment of Recovery Ratings Rating Criteria. For issuers with
assets in multiple jurisdictions, the cap analysis is weighted by
the countries where the economic value of the issuer's business
could be realised. Luxembourg (where most of CGPLC's intermediate
holding companies providing the guarantees and pledge on shares for
holdco's creditors are located) is a group B country with a maximum
two-notch uplift (RR cap of 'RR2') above the IDR for
speculative-grade. The remaining two countries where CGPLC's
intermediate holding companies providing the guarantees and pledge
on shares for holdco's creditors are located are the US and UK,
which are group A countries with a maximum three-notch uplift (RR
cap of 'RR1'). CGPLC is located in the UK.

Western Generation Acquisition: In February 2021, CGPLC closed the
acquisition of a 1.5 gigawatt portfolio of long-term contracted,
natural gas-fired and combined heat and power assets in the US and
Trinidad and Tobago from Western Generation Partners, LLC for
USD837 million on a debt-free, cash- free basis. Fitch affirmed the
ratings following the announcement of this acquisition in December
2020. In Fitch's view the acquisition strengthens CGPLC's business
profile but also increases leverage and eliminates rating
headroom.

Acquisition Enhances Business Profile: The Western Generation
assets are a sizeable addition to CGPLC's existing portfolio,
increasing the company's installed capacity by almost 30%. The
acquisition also increases CGPLC's diversification by geography,
with an entry into the US market, and by technology, adding
low-carbon assets.

Contracted Cash Flows: The acquired assets have long-term
contracted cash flows with an average remaining term of nine years
(compared with about 10 years for CGPLC's portfolio prior to the
acquisition), resulting in limited exposure to production volumes
and power prices. The assets also have a higher average
counterparty rating (BBB+) than CGPLC's portfolio prior to this
acquisition (BBB-).

Leverage Temporarily Above Sensitivity: Fitch forecasts that after
the acquisition CGPLC will have holdco-only funds from operations
(FFO) leverage above Fitch's negative rating sensitivity of 4.5x in
2021. Leverage should return to within the rating sensitivity in
2022-2023, albeit with no rating headroom. Failure to reduce
leverage post-acquisition may lead to a negative rating action.
Ability and flexibility to reduce leverage in next 18-24 months is
supported by CGPLC's record of integrating assets acquired in the
past five years, expected growth in cash flows to holdco and the
group's financial policy of maintaining a financial profile
consistent with current ratings.

DERIVATION SUMMARY

Fitch rates CGPLC based on a deconsolidated approach as the
company's operating assets are largely financed with non-recourse
project debt. CGPLC is comparable with Terraform Power Operating,
LLC (TERPO: BB-/Stable), Nextera Energy Partners, L.P. (NEP,
BB+/Stable) and Atlantica Sustainable Infrastructure Plc
(Atlantica, previously Atlantica Yield plc, BB+/Stable) in
operating scale.

Fitch views TERPO's and NEP's US-dominated portfolio of renewable
assets as superior to those of CGPLC. CGPLC's assets have the
following split by EBITDA pro-forma for the Western Generation
acquisition: thermal generation 44%, renewables 39% and
high-efficiency cogeneration plants 17%, and carry re-contracting
risk and political and regulatory risks in emerging markets.
Atlantica's portfolio of assets is also superior to CGPLC's, in
Fitch's view, given the focus on renewables, largely solar, longer
remaining contracted life (17 years vs. about 10 years) and better
geographic split (largely North America and Europe). This is partly
mitigated by the larger size of CGPLC's portfolio than
Atlantica's.

CGPLC's holdco leverage metric is stronger than that of TERPO but
weaker than Atlantica's.

KEY ASSUMPTIONS

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

-- Additional equity investments (on top of the Western
    Generation acquisition in the US and Trinidad and Tobago
    closed in February 2021) of about USD260 million in 2021-2023,
    largely for new assets (holdco's share in acquisition
    funding);

-- Substantially lower EBITDA from the Arrubal gas-fired power
    plant in Spain following the expiration of existing power
    purchasing agreement (PPA) in 2021;

-- Lower EBITDA of the Maritsa lignite-fired power plant in
    Bulgaria following the expiration of existing PPA in 2024;

-- Holdco's dividends rising 10% per year in 2020-2022, in line
    with management's dividend policy.

RATING SENSITIVITIES

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

-- Holdco-only FFO leverage below 3.5x on a sustained basis and
    FFO interest coverage higher than 5x;

-- Materially reduced counterparty concentration risks such that
    the EBITDA share from any single off-taker is consistently
    less than 15%.

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

-- Holdco-only FFO leverage above 4.5x on a sustained basis and
    FFO interest coverage lower than 3x, due to opportunistic
    recourse debt financing, for example;

-- Major PPAs experiencing unexpected and material price
    reduction or termination;

-- More than 40% of total revenue becoming uncontracted;

-- A change in strategy to invest in more speculative, non
    contracted assets or a material decline in cash flow from
    contracted power-generation assets;

-- Future projects experiencing material cost overruns and
    delays, not being prudently financed or encountering
    substantial political interference, causing financial distress
    at the project level or parent level so that CGPLC breaches
    Fitch's rating sensitivities on a sustained basis;

-- A material increase in the super senior RCF and equally
    ranking letters of credit facilities could be negative for the
    senior secured rating.

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

Sufficient Liquidity: CGPLC has sufficient liquidity at holdco
level with no long-term debt maturities until 2025 following the
bond refinancing in December 2020. A USD175 million bridge facility
that was drawn in February 2021 to partially finance the Western
Generation acquisition is expected to be repaid through operating
company-level refinancing proceeds in 2H21. Project-finance debt
maturities at operating subsidiaries, comprising the vast majority
of consolidated debt, are evenly balanced due to debt amortisation
with no substantial refinancing risk in 2021.

At end-December 2020 holdco level cash was USD532 million (USD80
million pro-forma for the Western Generation acquisition completed
in February 2021), together with an undrawn RCF of EUR120 million
expiring in 2023.

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.



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

NORTH MACEDONIA: Fitch Affirms 'BB+' LT IDR, Outlook Negative
-------------------------------------------------------------
Fitch Ratings has affirmed North Macedonia's Long-Term Issuer
Default Ratings (IDR) at 'BB+' with a Negative Outlook.

KEY RATING DRIVERS

North Macedonia's ratings are supported by favourable governance,
human development, and ease of doing business indicators, and a
track record of coherent macroeconomic and fiscal policy that
underpins the longstanding exchange rate peg to the euro. The EU
accession process helps to anchor policy and support exports and
FDI inflows. These factors are balanced against high exposure of
public debt to exchange rate risk, banking sector euroisation and
high structural unemployment, reflecting skill mismatches and a
large informal economy.

The Negative Outlook reflects continued downside risks to near-term
growth and public finances from the coronavirus pandemic. The
number of new cases in the country remains high and the vaccination
campaign has faced delays (3% of the population vaccinated at
end-April) due to global supply constraints, which could weigh on
the economy's recovery. The potential need for additional fiscal
support measures and lack of detail regarding the government's
fiscal consolidation plans create risks to Fitch's fiscal baseline
and the medium-term stabilisation of government debt.

Although restrictions remained in place in the first months of 2021
due to the high number of Covid-19 cases, Fitch forecasts growth to
reach 3.9% in 2021 and 4.3% in 2022, after a 4.4% contraction in
2020 and close to the forecast for the 'BB' median, reflecting a
negative output gap, recovering domestic demand and exports. The
growth outlook remains dependent on the evolution of the pandemic
in North Macedonia and key export markets.

The general government deficit rose to 8.2% of GDP in 2020 due to
revenue underperformance and four anti-crisis packages worth USD1
billion (9% of GDP), including social transfers, wage support
mechanisms and tax relief measures. Fitch forecasts the general
government deficit will decline to 5.8% of GDP, higher than the
2021 budget of 4.9% and the 5.2% median forecast for 'BB' peers,
assuming implementation of two additional support packages worth
1.6% of GDP.

Fitch expects fiscal consolidation to continue in 2022, with a
deficit of 4.7% of GDP, largely based on Fitch's expectation of
withdrawal of anti-crisis spending and revenue growth supported by
the economic recovery. The government is preparing the 2022-2026
fiscal strategy. The previous plan (2021-2025) targeted deficits
falling below 3% by 2024, although this was partly supported by
optimistic growth assumptions.

A new budget law under discussion in parliament aims to introduce a
revamped fiscal framework including a formal fiscal rule and the
formation of a fiscal council. The adoption of the rule could
provide an anchor for fiscal consolidation, but Fitch considers
that its credibility will depend on its capacity to improve policy
predictability, stabilise government debt over the medium term, and
its consistency with the government's announced Growth Acceleration
Plan.

General government debt rose by 9.5pp to 51.2% of GDP in 2020,
below the estimated 'BB' median of 59%. Government guarantees
account for a further 8.6% of GDP (the majority are road projects),
none of which have previously been called. Under Fitch's baseline
scenario, Fitch forecasts debt to increase to 54% by 2022, still
lower than the forecast 59% 'BB' median. Although 76% of government
debt is foreign currency denominated, it is predominantly in euros
(69% of total) and exchange rate risk is mitigated by the
credibility of the exchange rate peg.

Near-term financing risks are manageable in 2021-2022. The
sovereign returned to international markets in March with a EUR700
million issuance at historically low rates to repay its EUR500
million July amortisation. The next external market amortisation is
in 2023. The local market has accommodated increased government
issuance (net 3.2% of GDP in 2020) and Fitch expects local
liquidity conditions to continue to provide some flexibility. The
Treasury cash buffer stood at EUR237 million (2.2% of GDP) at
end-2020.

Improved international reserves levels, external financing
availability and low current account deficits, declining to 3% of
GDP in 2021-2022, mitigate near-term external risks. International
reserves rose to EUR3.4 billion in 2020 and Fitch forecasts these
will remain stable, averaging EUR3.5 billion in 2021-2022,
maintaining adequate reserve coverage (4.7 months of CXP in 2022 in
line with the peer group median of 4.8 months). External liquidity
risks are further mitigated by the extension of the EUR400 million
repo facility with the ECB until March 2022.

Fitch expects net FDI to recover to 3.1% of GDP by 2022, fully
financing the current account deficit. North Macedonia's
competitive labour costs (despite rising real wages) and government
policies aimed at attracting investment and progress in the
negotiation towards EU accession could also favour foreign
investment prospects.

The National Bank of North Macedonia (NBRNM) has eased policy rates
by 75bp since March 2020 and provided additional liquidity to the
economy to support resilient credit growth (4.7% in 2020). The
stability of the exchange rate peg and gradual domestic demand
recovery will allow the central bank to maintain an accommodative
policy stance. Banks have maintained adequate capitalisation (16.7%
at end-2020) and profitability (11.3% return on equity). Asset
quality has yet to reflect the impact of the crisis, as
non-performing loans (NPL) declined to 3.3% in February 2021. NPL
provisions remain high (73.2%) and the NBRNM has advised banks to
temporarily delay dividend payments. The share of foreign currency
deposits has been stable (42% at end-2020) but remains higher than
peers.

The dispute with Bulgaria (partly over the account of historical
figures and of North Macedonia's language) continues to delay
agreement on the framework for EU negotiations and the resolution
remains partly dependent on the Bulgaria's domestic politics. Fitch
still expects North Macedonia to formally start the negotiation
process for full-membership, but Fitch anticipates full accession
will take a minimum of the eight years it took the previous EU
accession country.

ESG - Governance: North Macedonia has an ESG Relevance Score of '5'
for both Political Stability and Rights and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption, as
is the case for all sovereigns. These scores reflect the high
weight that the World Bank Governance Indicators (WBGI) have in
Fitch's proprietary Sovereign Rating Model. North Macedonia has a
medium WBGI ranking, at the 50th percentile, reflecting a moderate
level of rights for participation in the political process,
moderate institutional capacity, established rule of law and a
moderate level of corruption.

North Macedonia has an ESG Relevance Score of '5' for Political
Stability and Rights as World Bank Governance Indicators have the
highest weight in Fitch's SRM and are highly relevant to the rating
and a key rating driver with a high weight.

North Macedonia has an ESG Relevance Score of '5' for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
World Bank Governance Indicators have the highest weight in Fitch's
SRM and are therefore highly relevant to the rating and are a key
rating driver with a high weight.

North Macedonia has an ESG Relevance Score of '4' for Human Rights
and Political Freedoms as voice and accountability is reflected in
the World Bank Governance Indicators that have the highest weight
in the Sovereign Rating Model (SRM). They are relevant to the
rating and a rating driver.

North Macedonia has an ESG Relevance Score of '4' for Creditor
Rights as willingness to service and repay debt is relevant to the
rating and is a rating driver for North Macedonia, as for all
sovereigns.

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

RATING SENSITIVITIES

FACTORS THAT COULD, INDIVIDUALLY OR COLLECTIVELY, LEAD TO NEGATIVE
RATING ACTION/DOWNGRADE:

-- Public Finances: Materially higher than forecast general
    government debt/GDP over the medium term, for example due to a
    weak economic recovery or greater structural fiscal loosening.

-- External Finances: An increase in external vulnerabilities,
    for example due to a larger widening of the current account
    deficit net of FDI exerting pressure on foreign currency
    reserves and/or the currency peg against the euro.

-- Structural: Adverse political developments that affect
    governance standards and the economy.

FACTORS THAT COULD, INDIVIDUALLY OR COLLECTIVELY, LEAD TO POSITIVE
RATING ACTION/UPGRADE:

-- Public Finances: Greater confidence that general government
    debt/GDP will stabilise in the medium term, for example due to
    economic recovery and post-coronavirus-shock fiscal
    consolidation.

-- Macro: An improvement in medium-term growth prospects, for
    example through implementation of structural economic reform
    measures.

-- Structural: Further improvement in governance standards,
    reduction in political and policy risk, and progress towards
    EU accession.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns North Macedonia a score equivalent
to a rating of 'BB' on the Long-Term FC IDR scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
rated peers, as follows:

-- Macro: +1 notch: the positive notch adjustment offsets the
    deterioration in the SRM output driven by the pandemic shock,
    including from the growth volatility variable. The
    deterioration of the GDP growth and volatility variables
    reflects a very substantial and unprecedented exogenous shock
    that has hit the vast majority of sovereigns, and Fitch
    currently believes that North Macedonia has the capacity to
    absorb it without lasting effects on its long-term
    macroeconomic stability.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within
Fitch's criteria that are not fully quantifiable and/or not fully
reflected in the SRM.

BEST/WORST CASE RATING SCENARIO

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

KEY ASSUMPTIONS

The global economy performs broadly in line with Fitch's latest
Global Economic Outlook published on 17 March 2021. Fitch forecasts
eurozone real GDP to expand by 4.7% in 2021 and 4.5% in 2022 after
contracting by 6.6% in 2020.



===================
M O N T E N E G R O
===================

MONTENEGRO AIRLINES: Successor to Start Operations by June 1
------------------------------------------------------------
Radomir Ralev at SeeNews reports that Montenegro's government
expects ToMontenegro, the successor of insolvent flag carrier
Montenegro Airlines, to start operations by June 1, a government
official has said.

According to SeeNews, the company will initially operate flights to
Belgrade, Ljubljana and Frankfurt, State Secretary Ministry of
Capital Investments at Montenegro's government, Zoran Radunovic,
said in a video file posted on the YouTube channel of daily Vijesti
on May 7.

"ToMontenegro currently has two aircraft and talks are underway for
the acquisition of a third plane which has been operated under a
financial leasing so far."

He added the company has received an air operator's certificate
(AOC) on May 6 and needs to receive another operational certificate
in the coming weeks, SeeNews notes.

The government established the new national air carrier in January
to replace troubled Montenegro Airlines which will be liquidated,
SeeNews recounts.

The government said in December the liquidation procedure would
cost about EUR50 million (US$61 million) but it is inevitable, as
the country's competition authority has ruled that the law for
public investment in the flag carrier adopted in 2019 was illegal,
SeeNews relays.




===========
S E R B I A
===========

HIP AZOTARA: Promist Places RSD650-Mil. Bid for Business
--------------------------------------------------------
Radomir Ralev at SeeNews reports that Serbian company Promist has
placed a bid for the acquisition of insolvent state-controlled
fertiliser maker HIP Azotara.

"We are waiting for a decision by HIP Azotara's board of creditors
whether the sale has been completed or not since the offered price
is below 50% of the estimated value of the company," commercial
director Danilo Tomasevic, as cited by SeeNews, said, as seen in a
video file posted on the website of Tanjug news agency on May 6.

According to media reports, Promist placed a RSD650 million (US$6.7
million/EUR5.5 million) offer in a public auction for HIP Azotara's
assets, SeeNews notes.  Another company also participated in the
public auction but did not go beyond the starting price of RSD581
million, which is only 5% of the estimated value of the company,
SeeNews discloses.

If the acquisition is completed successfully, Promist plans to
partially restore production at the HIP Azotara plant in Pancevo,
in the autonomous Vojvodina province, SeeNews states.

Serbia's bankruptcy agency launched in April a third attempt for
the sale of HIP Azotara, at a starting price of RSD581.3 million,
SeeNews recounts.  The previous two attempts, with a starting price
of RSD5.8 billion and RSD2.3 billion, attracted no bids, SeeNews
says.




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

CPUK FINANCE: Fitch Assigns 'B' Rating to GBP255MM Notes
--------------------------------------------------------
Fitch Ratings has assigned CPUK Finance Ltd.'s (CPUK) new class B6
notes a 'B' rating. Fitch has also affirmed the existing class A
notes at 'BBB' and class B notes at 'B'. The Outlooks are Negative.
Class B3 notes have been paid in full.

CPUK is a securitisation of five holiday villages in the UK
operated by Center Parcs Limited (CP).

        DEBT                          RATING             PRIOR
        ----                          ------             -----
CPUK Finance Limited

CPUK Finance Limited/Debt/3 LT LT

GBP 250 mln 4.25% bond/note
28-Feb-2047 XS1622391636         LT  PIF  Paid In Full    B

GBP 250 mln 4.875% bond/note
28-Feb-2047 XS1622392360         LT  B    Affirmed        B

GBP 250 mln 6.5% bond/note
28-Aug-2050 XS2230739059         LT  B    Affirmed        B

CPUK Finance Limited/Debt/1 LT   LT  BBB  Affirmed        BBB

GBP 440 mln 7.239% bond/note
28-Feb-2042 XS0749350798         LT  BBB  Affirmed        BBB

GBP 340 mln 3.59% bond/note
28-Feb-2042 XS1240177342         LT  BBB  Affirmed        BBB

GBP 379.5 mln 3.69% bond/note
30-Apr-2047 XS1901211190         LT  BBB  Affirmed        BBB

CPUK Finance Limited/Debt - 2/1  LT  B    New Rating      B(EXP)

GBP 255 mln 4.5% bond/note
28-Aug-2051 XS2338563716         LT  B    New Rating      B(EXP)

RATING RATIONALE

The class B6 notes' rating is at the same level as the existing
class B4 and B5 notes as they share similar creditor-protective
features and reflect their pari passu ranking.

The rating considers CPUK's demonstrated ability in the
pre-pandemic period to maintain high and stable occupancy rates,
increase prices in excess of inflation, and ultimately deliver
strong financial performance. However, the ratings also factor in
CPUK's exposure to the UK holiday and leisure industry, which is
highly exposed to discretionary spending.

CPUK's trading performance has been negatively affected by a severe
demand shock related to the coronavirus pandemic. Nevertheless, the
medium-term leverage profile remains above Fitch's downgrade
sensitivities, suggesting only a temporary impairment in the credit
profile.

The extensive creditor-protective features embedded in the debt
structure support the class A notes' 'BBB' ratings, while the deep
subordination of the class B notes weighs negatively on their
ratings.

The Negative Outlook reflects significant uncertainty regarding
recovery from the pandemic, timing of the restrictions on public
gatherings and potential re-introduction of new restrictions as
well as the recovery path to pre-coronavirus EBITDA and leverage.

ISSUANCE SUMMARY

The transaction is a new issue of class B6 notes of GBP255 million
due in 2051. The GBP250 million proceeds were used to fully redeem
the outstanding class B3 notes and GBP5 million was used to cover
transaction costs, fees and a prepayment premium on the redemption
of the B3 notes.

The class B6 notes' terms and conditions are equal to the class B5
notes issued in September 2020. The class B6 and B5 notes' terms
are different from the rest of class B notes, notably with the
absence of financial covenant (free cash flow (FCF) debt service
ratio (DSCR)), which would trigger a share enforcement event at a
ratio of less than 1.0x. Fitch views these changes as credit
negative, but not sufficient to impact the class B6 notes' key
rating drivers (KRDs) or rating. Fitch will monitor any amendments
to the securitisation and notes that the accumulation of
incremental negative changes in the debt structure may ultimately
result in a reassessment of the KRDs and ratings.

Under Fitch's revised rating case, projected leverage and the
repayment profile is broadly unchanged for the class A and B notes
from the Fitch rating case (FRC) developed in September 2020.

KEY RATING DRIVERS

Operating Environment Drives Assessment - Industry Profile:
'Weaker'

The UK holiday parks sector has both price and volume risks, which
makes the projection of long-term cash flows challenging. It is
highly exposed to discretionary spending and to some extent,
commodity and food prices. Events and weather risks are also
significant, with CP having been affected by a fire and minor
flooding in the past and the current coronavirus pandemic.

Fitch views the operating environment as a key driver of the
industry profile, resulting in its overall 'Weaker' assessment. In
terms of barriers to entry, the scarcity of suitable, large sites
near major conurbations is credit-positive for CPUK. The company's
offering is also exposed to changing consumer behaviour (e.g.
holidaying abroad or in alternative UK sites).

Sub-KRDs: Operating Environment: 'Weaker', Barriers to Entry:
''Midrange, Sustainability: 'Midrange'

Strong Performing Market Leader - Company Profile: 'Stronger'

Fitch views CP as a medium-sized operator with EBITDA of GBP200
million in the financial year to April 2020. It benefits from some
economies of scale. Revenue and EBITDA growth has been consistent
through the cycle. Growth has been driven by villa price increases,
bolstered by committed development funding to upgrade villa
amenities and increase capacity. CP's large repeating customer base
helps revenue stability, with around 54% of guests returning over
five years and 34% within 14 months. CP also benefits from a high
level of advanced bookings and constantly high occupancy rates of
97%-98% until 2019.

There are no direct competitors and the uniqueness of its offer
differentiates CP from camping and caravan options or overseas
weekend breaks. Management is generally stable, with the current
CEO having been in place since 2000 and no known
corporate-governance issues. The CP brand is fairly strong and the
company benefits from other brands operated on a concession basis
at its sites. As the business is largely self-operated, visibility
over underlying profitability is good. An increasing portion of
food and beverage revenues are derived from concession agreements,
but these are fully turnover-linked, thereby still giving some
visibility of the underlying performance.

CP is reliant on high capex to keep its offer current and remains a
well-invested business with around GBP724 million of capex since
2006 (around GBP475 million of investment/refurbishment capex).
Major accommodation upgrades were completed by end-2016. The
current capex plan involves ongoing lodge refurbishment.

Sub-KRDS: Financial Performance: 'Stronger', Company Operations:
'Stronger', Transparency: 'Stronger', Dependence on Operator:
'Midrange', Asset Quality: 'Stronger'

Cash Sweep Amortisation - Debt Structure - Class A: 'Stronger',
Class B - 'Weaker'

All principal is fully amortising via a cash sweep and the
amortisation profile under the FRC is commensurate with the
industry and company profile. The class A notes have an
interest-only period, but no concurrent amortisation with
subordinated debt. The class A notes also benefit from the payment
deferability of the junior-ranking class B notes. Additionally, the
notes are all fixed-rate, avoiding any floating-rate exposure and
swap liabilities.

The class B notes are sensitive to small changes in operating
stress assumptions and particularly vulnerable towards the tail end
of the transaction. This is because large amounts of accrued
interest may have to be repaid, assuming the class B notes are not
repaid at their expected maturity. The sensitivity stems from the
interruption in cash interest payments upon a breach of the class A
notes' cash-lockup covenant (at 1.35x FCF DSCR) or failure to
refinance any of the class A notes one year past expected
maturity.

The transaction benefits from a comprehensive whole business
securitisation (WBS) security package, including full
senior-ranking asset and share security available for the benefit
of the noteholders. Security is granted by way of fully fixed and
qualifying floating security under an issuer-borrower loan
structure. The class B noteholders benefit from a topco share
pledge structurally subordinated to the borrower group, and as such
would be able to sell the shares upon a class B event of default
(e.g. non-payment, failure to refinance or FCF DSCR under 1.0x).

The class B6 and B5 notes lack the FCF DSCR covenant, which means
that once the class B4 notes are no longer outstanding, the class B
noteholders will only be able to enforce their share pledge at the
topco level if class B loan interest is not paid when due
(effectively the same mechanics as FCF DSCR of 1.0x) or if the
notes are not refinanced/repaid by expected maturity.

Nevertheless, as long as the class A notes are outstanding, only
the class A noteholders are entitled to direct the trustee with
regard to the enforcement of any borrower security (e.g. if the
class A notes cannot be refinanced one year after their expected
maturity). Additionally, the class B6 and B5 notes' new terms will
come into effect only after the class B4 notes are repaid in full.

Fitch views the covenant package as slightly weaker than other
typical WBS deals. The financial covenants are only based on
interest cover ratios (ICR). Although documentation formally uses
DSCRs, they are effectively ICRs as there is no scheduled
amortisation of the notes. However, this is compensated by the cash
sweep feature. At GBP90 million, the liquidity facility is
appropriately sized, covering 18 months of the class A notes' peak
debt service. The class B notes do not benefit from any liquidity
enhancement but benefit from certain features while the class A
notes are outstanding, such as the operational covenants.

During the 2020 waiver period (until February 2022), the class B
notes benefit from additional liquidity availability. Proceeds of
up to GBP75 million raised via the class B notes issuance in excess
of any amounts utilised for refinancing may be available to make
payments on the class B notes without being subject to the class A
restricted payment conditions (including 1.35x class A FCF DSCR).
These funds are not exclusive to the class B notes and can be used
within securitisation for other purposes. Consequently, Fitch does
not view it as liquidity enhancement.

Sub-KRDs: Debt Profile: Class A - 'Stronger', Class B - 'Weaker';
Security Package: Class A - 'Stronger', Class B - 'Weaker';
Structural Features: Class A - 'Stronger', Class B - 'Weaker'

Financial Profile: The projected deleveraging profile under FRC
envisages class A and B full repayment by 2031 and 2038 and net
debt-to-EBITDA by 2024 at 3.9x and 6.8x, respectively. Projected
prepayment under the FRC is still quicker than at initial
transaction close in 2012.

PEER GROUP

Operationally, the most suitable WBS comparisons are WBS pubs, as
they share exposure to consumer discretionary spending. CP has
proven less cyclical than the leased pubs with strong performance
during previous major economic downturns. The coronavirus pandemic
has also demonstrated that CP has more control over its costs.

Due to the similarity in debt structure, the transaction can also
be compared with Arqiva. Arqiva's WBS notes are also rated 'BBB'
and envisage full repayment via cash sweep by 2030, similar to
CPUK's expected full class A repayment by 2031. The industry risk
KRD for Arqiva is assessed as 'Stronger' as it benefits from
long-term contractual revenues with strong counterparties, versus
the 'Weaker' assessment for CPUK. However, Arqiva's prepayment
timing is somewhat restricted by the expiry of these long-term
contracts.

Arqiva's junior high-yield debt is less comparable with CPUK's
class B due to the separate issuer and bullet maturity (which
introduces refinancing risk). While CPUK class B prepayment is
projected to be slightly later than Arqiva's class B notes, the
lesser degree of subordination and cash sweep feature of CPUK class
B notes justify the 'B' rating, which is one notch higher than
Arqiva's junior notes.

Roadster Finance DAC (Tank & Rast) is rated 'BBB-' with 5.9x net
debt/EBITDA on a five-year average basis, higher than CPUK's class
A leverage. T&R is not operationally similar to CP, but the soft
maturity with cash sweep financial structure is comparable. T&R's
legal structure aims to emulate the WBS framework, but Fitch views
it as weaker than the UK's administration receivership framework
utilised in WBS.

RATING SENSITIVITIES

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

-- A quicker-than-assumed recovery from the pandemic-induced
    demand shock, supporting a sustained recovery in cash flows
    generation, which may lead to a revision of the Outlook to
    Stable.

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

Class A notes:

-- Deterioration of the expected leverage profile with net debt
    to-EBITDA above 5.0x by 2024;

-- A full debt repayment of the notes beyond 2032 under the FRC.

Class B notes:

-- Deterioration of the expected leverage profile with net debt
    to-EBITDA above 8.0x by 2024;

-- A full debt repayment of the notes beyond 2039 under the FRC.

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

The transaction is secured by CP's holiday villages: Sherwood
Forest in Nottinghamshire, Longleat Forest in Wiltshire, Elveden
Forest in Suffolk, Whinfell Forest in Cumbria and Woburn Forest in
Bedfordshire. Each site has an average of 867 villas and is set in
a forest environment with extensive central leisure facilities.

CREDIT UPDATE

As a result of government-imposed lockdown measures to fight the
Covid-19 pandemic, CP closed its five UK holiday parks, with effect
from 20 March 2020 until 13 July 2020, from 5 November 2020 to 4
December 2020 and from 21 December 2020 to 11 April 2021 with
localised closures of Sherwood village from 30 October 2020 and
Woburn village from 18 December 2020 to 11 April 2021. These
closures have had a significant negative effect on the net earnings
and cash flows of CPUK in FY20 and FY21.

Revenue decreased 7.6% to GBP443.7 million in FY20 from GBP 480.2
million in FY19. This was driven by village closures and therefore
lower physical occupancy, down at 88% from 97.1%. EBITDA decreased
14% to GBP200 million from GBP232.6 million. Average daily rate
(ADR) was up 1.7%, while rent per available lodge night (RevPAL)
was down 7.8% due to lower capacity utilisation. Capex was down at
GBP53 million from GBP66 million, mainly driven by lower investment
and new-build capex. The 14-year revenue and EBITDA CAGRs to FY20
remain strong at 4.6% and 6.3%, respectively.

However, yoy performance during the 52 weeks ended 27 February 2020
(i.e. pre-lockdown) was strong and in line with previous years.
Revenues were up 4.4%, EBITDA up 3.7%, physical occupancy at 97.1%,
ADR and RevPAL up 4.2% and 4.4%, respectively.

During the 36-week period ending 31 December 2020 (FY21 YTD),
compared with the 36-week period ended 2 January 2020 revenue
decreased 68.1% to GBP114.9 million from GBP360.2 million, EBITDA
fell to GBP11.6 million from GBP179.9 million and occupancy
decreased to 30.5% from 98%. This reflected the village closures
and restricted accommodation capacity during the periods that the
villages were open. The losses incurred during the village closures
were offset by profits when open. Occupancy of 60.6% was achieved
when the villages were open.

To mitigate the lockdown effect, management applied a range of
measures, such as furlough of staff, capex re-phasing and deferral
of VAT and other taxes.

In this context, CPUK received tangible support from its main
shareholder, Brookfield Asset Management, which approved GBP230
million of funding to be injected into CPUK via a combination of
equity and subordinated, interest-free shareholder loans. To date,
GBP190 million has already been injected into the structure. CP
villages reopened on 12 April 2021 with a reduction in
accommodation capacity and activities to ensure that
social-distancing guidelines are enforced.

FINANCIAL ANALYSIS

FRC

Under the FRC Fitch assumes significant revenue declines in
2021-2022 reflecting the closure of villages and continued
decreased occupancy level owing to weaker demand and social
distancing. Revenue will then progressively normalise and reach
2019 levels only by end-2023.

CP has some flexibility to partially offset the impact of the
expected significant revenue shortfall. In the FRC, Fitch assumes a
significant reduction in fixed costs to reflect period of decreased
occupancy, during which Fitch believes it was possible to
significantly reduce most components of operating expenditure.
Fitch also assumes some reduction in maintenance and investment
capex as it can be reduced to minimum covenanted levels. Fitch
believes it may be possible to reduce capex further as any capex
shortfall versus covenant could be made up later in the year.

Overall, the FRC results in largely similar repayment profile and
leverage compared with the last review in September 2020, due to a
minimal net debt increase, shareholder injections aimed at curing
pandemic-induced demand shock and structural features of the
securitisation.

Sensitivity Case

Fitch has also run a more severe sensitivity case that builds on
the FRC, and assumes the slower recovery path versus the revised
rating case, resulting in significant revenue reductions and
progressive recovery by end-2024. Mitigation measures are unchanged
compared with the FRC. The sensitivity shows some deterioration of
CPUK's credit profile. Under this scenario, projected deleveraging
envisages class A and B full repayment by 2031 and 2040 and net
debt-to-EBITDA by 2024 at 4.3x and 7.7x, respectively.

Solid Liquidity Position

CPUK has sufficient liquidity to cover at least 2021 needs. As of
end-March CPUK had GBP71 million in cash and liquidity facility
totalling GBP90 million available for senior fees and class A note
interest payments, while scheduled debt service after the class B6
notes placement is at around GBP100 million annually. The closest
expected maturity date is in 2024 for GBP440 million class A2 notes
and GBP250 million class B4 notes. Fitch believes CPUK has
sufficient time to refinance outstanding notes well in advance.

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.

EQUITY RELEASE: Fitch Affirms BB+ Rating on Class C Notes
---------------------------------------------------------
Fitch Ratings has affirmed Equity Release Funding No. 5 Plc's
(ERF5) notes, as follows:

        DEBT                 RATING         PRIOR
        ----                 ------         -----
Equity Release Funding No.5 Plc

Class A XS0225883387   LT AAsf   Affirmed   AAsf
Class B XS0225883973   LT Asf    Affirmed   Asf
Class C XS0225884278   LT BB+sf  Affirmed   BB+sf

TRANSACTION SUMMARY

The transaction is a securitisation of UK equity release mortgages
originated by Aviva UK Equity Release Ltd.

KEY RATING DRIVERS

Sector Specific Criteria: The affirmation reflects Fitch's analysis
under its EMEA Equity Release Mortgage Rating Criteria published on
6 May 2021, which have replaced the EMEA Equity Release Mortgage
Bespoke Rating Criteria.

Taking all sector-specific assumptions into account, the updated
analysis has not led to any rating changes.

Notes Resilient to Stressed Scenarios

The loan-by-loan data (including loan balance, interest rate,
property valuation, borrower age and gender) has been used to
produce asset cash flows for each payment date. Fitch tested
scenarios where cash flows are received either sooner or later than
expected by assuming all borrowers in the pool are five years older
or younger. The notes were resilient to the tested scenarios.

The asset cash flows are then input into Fitch's proprietary cash
flow model to determine whether the notes can withstand various
combinations of stresses of the key assumptions. The cash flow
model has been customised to reflect the particular features of
this transaction structure.

Class B Outlook Revised to Stable: According to its 'Global
Structured Finance Rating Criteria', Fitch will only assign 'Asf'
or 'BBBsf' ratings to bonds that are expected to incur interest
deferrals if certain conditions are met.

In a variation to its criteria and in line with previous rating
reviews, Fitch caps the ratings of the class B notes at 'Asf' as
opposed to speculative-grade. Fitch has revised the Outlook on the
class B notes to Stable from Negative, as Fitch deems the risk of a
breach of the House Price Index (HPI) trigger and consequently
interest being deferred as sufficiently remote. According to this
condition, the Halifax HPI value is compared with a 2% annual home
price growth since closing in 2005. If the published index falls
below the computed growth, interest on the class B notes is
deferred.

Class C Continued Interest Deferral: Interest on the class C notes
has been deferred since October 2012 and all deferred amounts are
due at maturity. Fitch consider interest on the class C notes is
likely to continue being deferred and the notes' rating remains
capped at 'BB+sf'.

Increasing Redemptions Accelerate Class A Amortisation: In July
2018, the notes started amortising and the class A notes have paid
down by GBP45.3million as at April 2021. As the age profile of the
borrower base keeps increasing and prepayment are steady between 1%
and 3%, Fitch expects the redemption to substantially accelerate
class A amortisation.

RATING SENSITIVITIES

Fitch conducts a rating assumption sensitivity in its Multi-Asset
Cash Flow Model, which provides an insight into the model-implied
rating sensitivities to hypothetical changes in voluntary
prepayments and house price growth assumptions.

The ratings on the class B and C notes are less sensitive to the
above factors as they are capped due to historical or expected
interest deferrals. A deferral of class B interest due to a
protracted decrease in home-price inflation could result in a
downgrade of the class B notes.

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

-- Fitch assumes annual house price growth (HPG) that reflects
    the future long-term average growth rate of house prices. The
    HPG assumptions are lower at higher rating categories to test
    rating resilience against increased levels of stress.

-- Fitch has tested a relative decrease by 25% in HPG. The impact
    on the senior notes is a category downgrade from the current
    ratings.

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

-- Fitch applies high and low prepayment assumptions to loans
    that are outside their early prepayment charge (ERC) period.
    While a loan is in its ERC period, Fitch applies a set of ERC
    prepayment assumptions based on ERCs being enforced.

-- All else equal, a higher prepayment assumption would boost the
    availability of cash flows to amortise the senior notes,
    increasing the portion of loans repaid in full. This could be
    beneficial as the loans in the pools are already well seasoned
    and considerable equity has already been extracted from the
    properties. Fitch has tested a relative increase by 25% in
    voluntary prepayments, which has no an impact on the current
    ratings of the senior notes. The transaction would equally
    benefit from higher than expected redemption events under the
    loans.

BEST/WORST CASE RATING SCENARIO

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

CRITERIA VARIATION

Interest on the class B notes was deferred from October 2012 until
October 2015. This was due to a breach of the HPI trigger (set at
2% per year since closing). Since October 2015, interest payments
have been made on time. However, previously deferred interest will
remain subordinated to class A principal repayment.

In a variation to its 'Global Structured Finance Rating Criteria'
Fitch caps the ratings of the class B notes at 'Asf' as opposed to
speculative-grade. This is because Fitch does not expect class B
interest to be deferred again for an excessive amount of time.

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

Equity Release Funding No.5 Plc

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.

Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transaction's Equity Release
Funding No.5 Plc initial closing. The subsequent performance of the
transaction over the years is consistent with the agency's
expectations given the operating environment and Fitch is therefore
satisfied that the asset pool information relied upon for its
initial rating analysis was adequately reliable.

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

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.

LIBERTY STEEL: Tata Steel Sues Metal Units Over Missed Payments
---------------------------------------------------------------
Ellen Milligan at Bloomberg News reports that Tata Steel Ltd. sued
three of Sanjeev Gupta's metal units for GBP7.9 million (US$11
million) over missed payments, piling more woes onto the embattled
tycoon's corporate empire.

The London lawsuit centers on the 2017 sale of Tata's specialty
steel business to Liberty House Group for GBP100 million, Bloomberg
notes.  Liberty told the Indian firm's U.K. arm that it had run
into difficulties as early as May 2020 when demand for steel was
hit due to the pandemic, lawyers for Tata said in documents filed
at the U.K. High Court, Bloomberg relates.

Mr. Gupta's business has been searching for funding after the
collapse of Greensill Capital, its biggest lender, Bloomberg
states.  It looked to have secured a lifeline for his ailing steel
business when terms were agreed on a GBP200 million loan from White
Oak Global Advisors LLC on May 6, Bloomberg recounts.

By March 2021, Liberty was still struggling with late payments and
wrote that it was "going through a crisis arising out of the
insolvency of its principal lender, Greensill Capital," Bloomberg
quotes Tata's lawyers as saying in the filings.

Tata is also seeking a further payment of GBP10 million from
Liberty if it wasn't paid by May 1, Bloomberg discloses.  It's not
clear whether these amounts have been paid yet, according to
Bloomberg.


NEW LOOK: Landlords Lose CVA Legal Challenge
--------------------------------------------
Jonathan Eley and George Hammond at The Financial Times report that
landlords have lost a legal challenge against the restructuring at
high street fashion chain New Look, in a major setback to their
efforts to curb what they regard as misuse of insolvency laws.

According to the FT, a group of four landlords, including Land
Securities and British Land plus the new owners of Manchester's
giant Trafford Centre, had challenged New Look's use of a company
voluntary arrangement to reset its rents for the second time in
three years and to write off rent arrears.

They argued that the financial impact of the CVA on landlords, and
therefore their voting rights, was incorrectly calculated, and that
landlords were unfairly prejudiced because the approval of the
proposal was obtained with the votes of creditors that were either
not affected or treated more favourably, the FT relays.

Almost two-fifths of the landlords voted against the proposals, but
the CVA still proceeded because other unsecured creditors such as
suppliers voted in favour, the FT states.

The landlords also said that because the proposal was part of a
wider financial restructuring that also involved bondholders who
were treated differently, it fell outside the scope of a CVA, the
FT notes.

According to the FT, Justice Zacaroli rejected their arguments on
all counts, stating in particular that the fact that landlords
could be outvoted by other creditors did not mean that their
interests were being unfairly prejudiced.

Doug Robertson, a restructuring and insolvency partner at law firm
Irwin Mitchell, said the judgment would be a relief for struggling
retailers, the FT recounts.


PETROFAC LIMITED: Fitch Affirms Then Withdraws 'BB-' LT IDR
-----------------------------------------------------------
Fitch Ratings has affirmed engineering and construction (E&C)
services provider Petrofac Limited's Long-Term Issuer Default
Rating (IDR) at 'BB-' with a Negative Outlook and has withdrawn all
its ratings.

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

Fitch has withdrawn Petrofac's ratings because the ratings have
been taken private.

KEY RATING DRIVERS

Weaker Financial Flexibility: Petrofac has achieved significant
gross deleveraging over the past three years as it focuses on less
capital-intensive areas of the business. However, the current
capital structure has significant short-term concentration and
introduces significant liquidity pressure, with the vast majority
of debt maturing in just over 12 months.

Downside rating risk is amplified by coronavirus-related
disruptions and a potential SFO fine. The company has recently
agreed a USD700 million credit facility extension (with a moderate
margin increase), but the financial structure still relies on
short-dated maturities, thereby limiting its financial
flexibility.

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

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

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

Deteriorating Market Position and Diversification: Fitch views the
bidding suspensions as having weakened Petrofac's market position
and diversification, due to the size and relative attractiveness of
both the UAE's and Saudi Arabia's oil and gas markets. Nonetheless,
Petrofac still boasts a solid overall E&C market position, with a
broad range of skills and services covering onshore and offshore
works, delivering projects in upstream and downstream O&G
developments.

Further, it has shown expertise in sustainable energy E&C
activities, which position it well for the growth of this smaller,
but increasingly important, part of the energy E&C spectrum.

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

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

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

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

DERIVATION SUMMARY

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

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

KEY ASSUMPTIONS

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

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

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

-- Capex of about USD83 million in 2021, USD43 million in 2022
    and USD27 million-31 million in 2023-2024;

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

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

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

-- No acquisitions for the next four years.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given ratings
withdrawal.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

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

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

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

ESG CONSIDERATIONS

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


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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.

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

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

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


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