/raid1/www/Hosts/bankrupt/TCREUR_Public/210518.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Tuesday, May 18, 2021, Vol. 22, No. 93

                           Headlines



F I N L A N D

OUTOKUMPU OYJ: Moody's Raises CFR to 'B2' on Debt Repayment


F R A N C E

GETLINK SE: S&P Affirms 'BB-' LongTerm ICR, Outlook Negative
GINKGO PERSONAL 2020-1: DBRS Confirms B Rating on Class F Notes
TAKECARE BIDCO: Moody's Assigns B3 CFR & Rates New Term Loan B3


G E R M A N Y

GREENSILL BANK: Euler Hermes Has Potential Exposure
RODENSTOCK HOLDING: Fitch Withdraws All Ratings


I R E L A N D

ALBACORE EURO II: Moody's Assigns B3 Rating to EUR12MM Cl. F Notes
BARINGS EURO 2021-1: Moody's Assigns B3 Rating to Class F Notes
FAIR OAKS I: Moody's Assigns B3 Rating to EUR10.5MM Class F Notes
JAZZ PHARMACEUTICALS: Fitch Rates US$5.3-Billion Secured Debt 'BB+'
SOUND POINT CLO I: Fitch Assigns B-(EXP) Rating on F-R Notes



I T A L Y

CEDACRI MERGECO: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable
POP NPLS 2019: DBRS Confirms CCC Rating on Class B Notes
[*] Moody's Takes Actions on 10 Italian Banks


T U R K E Y

ZORLU YENILENEBILIR: Fitch Assigns 'B-(EXP)' LongTerm IDR
ZORLU YENILENEBILIR: S&P Assigns Prelim. 'B-' ICR, Outlook Stable


U N I T E D   K I N G D O M

AMANDA WAKELEY: Seeks Buyer for Business Following Administration
BERG FINANCE 2021: DBRS Gives Prov. BB(high) Rating on E Notes
COOMBS CANTERBURY: Bought Out of Administration by RJ Barwick
EDML BV 2018-2: DBRS Puts BB(high) Rating on E Notes Under Review
ELIZABETH FINANCE 2018: DBRS Cuts Rating on Class D Notes to Bsf

GFG ALLIANCE: Australia May Need to Draw Up Contingency Plan
ITHACA ENERGY: Moody's Affirms B1 CFR & Alters Outlook to Stable
JAGUAR LAND: Moody's Affirms B1 CFR & Alters Outlook to Stable
MARSTON'S ISSUER: S&P Affirms 'BB+' Rating on Class A Notes
PAUL JOHN CONSTRUCTION: Goes Into Administration, 34 Jobs Affected

TULLOW OIL: Raises US$1.8-Bil. Via Bond Offering to Repay Debt

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F I N L A N D
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OUTOKUMPU OYJ: Moody's Raises CFR to 'B2' on Debt Repayment
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Moody's Investors Service has upgraded to B2 from B3 the corporate
family rating and to B2-PD from B3-PD the probability of default
rating of Finland-based stainless steel producer Outokumpu Oyj.
Concurrently, Moody's upgraded to B1 from B2 the instrument rating
on the group's EUR250 million guaranteed senior secured notes due
June 2024. The outlook has been changed to positive from stable.

"The upgrade to B2 follows Outokumpu's completion of private
placement of 40.5 million new shares worth EUR209 million, with the
proceeds to be used for debt repayments, which demonstrates its
strong de-leveraging commitment", says Goetz Grossmann, a Moody's
Vice President and Moody's lead analyst for Outokumpu. "The upgrade
and outlook change to positive further recognize Outokumpu's very
strong first quarter 2021 results and our upward-revised earnings
and cash flow forecasts for 2021 and 2022. We now expect
Outokumpu's credit metrics to reach levels at least in line with a
the B2 rating over the next 12-18 months."

RATINGS RATIONALE

On May 11, 2021, Outokumpu announced that it has issued, following
an accelerated bookbuilding process, 40.5 million of new shares to
institutional investors worth around EUR209 million. The group
intends to use the proceeds from the issuance for debt prepayments,
thereby reducing its Moody's-adjusted leverage by 0.8x to an around
7.2x gross debt/EBITDA ratio pro forma as of March-end 2021. While
the ratio remains currently high for the assigned rating, the
upgrade also reflects the group's demonstrated execution of its
de-leveraging strategy to sustainably below 3x reported net debt
/EBITDA (3.3x as of March 31, 2021). Besides the credit positive
transaction, the rating action was prompted by Outokumpu's very
strong first quarter 2021 (Q1-2021) results, as shown by a marked
increase in reported EBITDA to EUR177 million from EUR106 million
in Q1-2020 (+67%), driven by increased stainless steel deliveries,
higher prices (stainless and ferrochrome), positive raw material
related timing and hedging effects, as well as benefits from
implemented restructuring. As to the latter, Moody's acknowledges
the group's good progress on strategic measures in place to achieve
its targeted EUR200 million run-rate EBITDA improvement by the end
of 2022, of which EUR84 million have been realized already at the
end of Q1 2021.

Given the very benign market environment at present on improving
demand in most end-markets and increased stainless steel and
ferrochrome prices, which will likely last into 2022, Moody's
revised upward its 2021 and 2022 EBITDA and cash flow forecasts for
the group. Moody's, therefore, expects Outokumpu's credit metrics
to improve to strong levels for the B2 (or higher) rating over the
next 12-18 months, as reflected in the positive outlook. Such
metrics include, for instance Moody's-adjusted leverage of well
below 4.5x debt/EBITDA, and interest coverage of at least 2.5x
Moody's-adjusted EBIT/interest expense. The expected higher EBITDA
and lower interest costs following the group's planned debt
reduction, besides improving interest coverage, should also enable
Outokumpu to maintain solid positive FCF over the next two years,
despite an expected significant working capital build-up and higher
restructuring related cash payments in 2021.

Moody's considers additional debt prepayments over the next few
quarters as possible given the group's high cash balance (EUR330
million as of March 31, 2021) and ongoing focus on de-leveraging
until 2023, which could be achieved by further lowering its debt
burden.

The B2 CFR also positively reflects the group's (1) good liquidity
profile, which it could strengthen in 2020 by issuing a convertible
bond, securing a new and extending an existing revolving credit
facility (RCF); (2) suspension of dividend payments and its plan to
refrain from such payments also in 2021, illustrating its
conservative financial policy.

Factors constraining Outokumpu's rating include its exposure to
cyclical end-markets (e.g. automotive, chemical, energy and
industrial); high stainless steel import penetration, especially in
Europe; and the high sensitivity of its profitability to changing
market conditions, currency effects, and typically volatile input
costs (e.g. nickel) and ferrochrome prices.

LIQUIDITY

Moody's considers Outokumpu's liquidity as good. Cash sources as of
March 31, 2021 consisted of EUR304 million unrestricted cash on the
balance sheet and the fully undrawn EUR650 million committed
revolving credit facility, of which EUR76 million will expire in
May 2021 (EUR42 million in 2022 and EUR532 million in 2023).

The group has further access to a fully available SEK1,000 million
(around EUR100 million) committed revolving credit facility,
guaranteed by the Swedish Export Credit Agency EKN (maturing in May
2023), and to a EUR800 million Finnish Commercial Paper programme,
of which EUR207 million were outstanding as of March 31, 2021. In
total, Outokumpu's available liquidity reserves exceeded EUR1
billion as of that date, including EUR34 million available under a
capex facility for the expansion of its Kemi mine.

These cash sources, together with Moody's forecast of materially
improving funds from operations over the next 12-18 months should
comfortably cover an expected significant working build-up, capital
expenditures of around EUR200 million per annum, including lease
payments, and Moody's 3% of sales working cash assumption. Moody's
further expects Outokumpu to remain well in compliance with its
gearing maintenance covenant.

ESG CONSIDERATIONS

The rating action positively incorporates Outokumpu's demonstration
of a prudent financial policy through the issue of new equity used
to reduce its indebtedness, thereby visibly delivering on its
strategy of de-leveraging the balance sheet and de-risking the
business.

OUTLOOK

The positive outlook reflects Moody's expectations that Outokumpu's
credit metrics will continue to significantly improve over the next
12-18 months and to reach strong levels for a B2 or higher rating.
These include a leverage ratio of close to 4.0x gross debt/EBITDA
and EBIT/ interest expense of around 3.0x, both on a
Moody's-adjusted basis.

The positive outlook also assumes that the group will retain its
good liquidity profile and adhere to a prudent financial policy, as
shown by excess cash being principally applied to debt repayments.

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

Upward pressure on the ratings would build, if Outokumpu's (1)
Moody's-adjusted leverage decreased sustainably towards 4.0x gross
debt/EBITDA, (2) Moody's-adjusted interest coverage improved to and
could be maintained at around 3.0x EBIT/interest expense, (3)
liquidity remained good. An upgrade would further require the group
to sustain positive FCF generation through various economic
cycles.

The ratings could be downgraded, if Outokumpu's (1)
Moody's-adjusted leverage sustainably exceeded 5.5x gross
debt/EBITDA; (2) Moody's-adjusted interest coverage remained well
below 2.0x EBIT/interest expense, (3) liquidity started to
deteriorate.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Helsinki, Finland, Outokumpu is a leading global
manufacturer of flat-rolled stainless steel. It holds the #1 market
position in Europe with an around 30% cold rolled market share and
is the second largest stainless steel company in the USMCA region
with a market share of around 24% in 2020. With total revenue of
EUR5.6 billion in 2020 and 9,915 employees, Outokumpu is one of the
largest Finnish companies. The group operates 18 production sites,
including integrated stainless steel mills in Europe and North
America, as well as a fully owned chrome mine close to its
Tornio/Finland based steel plant. Outokumpu's main shareholder is
Solidium Oy, a holding company wholly owned by the Finish
government, with a stake of around 18.9%.




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F R A N C E
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GETLINK SE: S&P Affirms 'BB-' LongTerm ICR, Outlook Negative
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit and
issue ratings on Eurotunnel's owner, Getlink SE, and its debt; its
'4' recovery rating on the debt is unchanged.

The negative outlook reflects continued risks to S&P's forecasts
due to uncertainty around the opening of the border between France
and the U.K., and the pace of traffic recovery.

The travel restrictions and customs arrangements following the
trade agreement should defer Eurotunnel's revenue recovery until
2023. S&P said, "We have revised downward our assumptions of rail
passengers at Eurotunnel in 2021. We now expect Eurotunnel will see
only about 25% of 2019 passengers' levels in 2021 (compared with
our forecast of 70% in October 2020), rising to about 75% in 2022
and a slow recovery with some permanent volume loss in the
following years. Recovery should depend on both the U.K. and France
opening their borders, and travellers' confidence being restored in
both travel in confined spaces and the cessation of unexpected
travel restrictions. Given the holdups in the vaccine rollout, the
resumption of international travel could be further delayed.
Traffic resurgence might also be too late to take advantage of
summer holidays, when the demand for travel is usually highest.
Rail revenue recovery path is supported by the fixed component
under the rail usage contract (about 30% of the total) returning to
2019 levels by 2024. For shuttle service, truck volume was
resilient in 2020; however, 2021 volumes are likely to remain 15%
below 2019 levels, affected by new cross-border arrangements
related to COVID-19 and more border checks due to the trade
agreement between U.K. and EU that took effect Jan. 1. Additional
checks for cross-border freight transportation ensure compliance
with each countries' rules. Increased paperwork and new
cross-border protocols resulted in longer lead times at crossings
and reduced truck traffic during the early months of 2021. For
cars, although we see weaker volumes in 2021 than our previous
expectation, as vaccination becomes widely available and
restrictions ease in the second half of 2021, demand could pick up
faster than other services, as people might prefer personal
vehicles to travel for health reasons. As a result, we expect
shuttle revenue to recover to 2019 levels by 2022.

"The competitive position and pricing strategy should affect the
recovery trajectory as volumes gradually return to normal.Overall,
our expectation of recovery considers Eurotunnel's strategic
location, with traffic levels likely to return to historical ones,
although at different times for each service. We also consider
other components to drive the recovery path for each service, such
as the implication of Brexit, competition with air traffic
providing an alternative to high-speed rail services between London
and Paris, Brussels, and Amsterdam, and with ferry operators for
the transportation of passengers and trucks across the Channel,
which are likely to affect yields post-COVID-19. For shuttle
services, the increased yields in 2021, similarly to 2020 due to
the dynamic pricing policy, is a partial factor in our expectation
of revenue recovery, because we don't assume this yield level to
persist. For 2022 onward, we assume yields returning to historical
levels, adjusted for inflation, and some premium on yield
management.

"Credit metrics should remain tight for the rating in 2021 but
recover to levels commensurate with the rating starting in 2022.
Assuming our traffic assumptions and yield assumptions, we expect
weighted-average FFO to senior debt close to 6% over 2021-2023. We
also assume capital expenditure (capex) in 2021 should remain
high--around EUR200 million--despite some postponement in
Eurotunnel, because we expected works to be completed in ElecLink
this year. Capex for the following years should be mainly for
Eurotunnel. For 2021, we assume the distribution of dividends
approved in the general meeting; distributions should return to
close to 100% of free operating cash flow, following the recovery
trajectory. Our forecast also reflects some deferred investment
costs in Eurotunnel, reflecting the lower volumes in this horizon,
and start of operations at ElecLink in 2022, whose revenue we
estimate should represent about 10% of the group's total once
ElecLink is fully operational."

The cash position at the Getlink level should provide a cushion
against the risk of continued interruption in dividend flow. Being
the ultimate parent, discretionary cash flow from the Eurotunnel
might not be available to Getlink due to distribution restrictions,
notably if Eurotunnel's 12-month rolling backward-looking debt
service coverage ratio (DSCR) drops below 1.25x. In 2020, despite
the reported ratio of 1.45x, Eurotunnel did not pay dividends to
Getlink due to the group's decision to preserve liquidity at the
subsidiary. S&P said, "In our base-case scenario for Channel Link
Enterprises Finance PLC (CLEF), the risk of distribution lockup at
Eurotunnel on the testing date (Dec. 31, 2020) remains as the pace
of recovery is uncertain and cash preservation measures are likely
to continue at the subsidiary. We expect a DSCR of 1.25x in
December 2021. We also expect Eurostar to continue operating
trains; and although it is not our base-case scenario, any
disruption to Eurostar's operation could weigh on CLEF's path to
recover. If Eurostar were unable to continue operations, Eurotunnel
could see a reduction in a variable component of the rail usage
payment during the period of potential service disruption as no
passengers would be able to cross the tunnel. We expect that in
this situation any period of disruption would be limited and
another operator would step in to provide services. Nevertheless,
given that, as of March 31, 2021, Getlink held about EUR240 million
in cash and EUR10 million in subsidiaries other than Eurotunnel, we
expect it should service its cash needs." These include about EUR20
million-EUR30 million annual operating expense; EUR25 million
annual interest due on the EUR700 million bond maturing in 2025;
and EUR140 million in capex to complete ElecLink.

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

The negative outlook reflects the uncertainty related to when the
border between the U.K. and France will reopen and the path to
recovery for international travel. S&P could lower the rating if
traffic recovery in Eurotunnel were further delayed by the
extension of travel restrictions, preventing the company from
maintaining its weighted-average FFO to debt to 5% in the second
half of the year. Changes to government policies for international
travels, a lesser propensity to travel, in particular by business
travellers, or harsher macroeconomic conditions could increase
downside rating pressure. These conditions could result in a
prolonged disruption of dividends from Eurotunnel to Getlink,
weakening Getlink's liquidity position, or in deteriorating
consolidated financial ratios.

S&P could lower the rating on Getlink if:

-- Volumes of cross-border car and passenger travel remain subdued
in second-half 2021 consistent with the first quarter, if there are
further travel restrictions because of new COVID-19 variants, or
traffic disruption due to Eurostar's inability to provide
services;

-- Persistent headwinds from post-Brexit operational risks and
increased competition in the trucks segment put pressure on the
Eurotunnel's revenue;

-- There is a prolonged disruption of dividends from Eurotunnel to
Getlink;

-- ElecLink delays completing construction or encounters a
material cost overrun; and

-- Getlink burns more cash that it expects, leading to an increase
in leverage or weaker liquidity position.

These scenarios would stress cash resources at Getlink, and could
result in weighted-average S&P Global Ratings-adjusted FFO to debt
deteriorating to below 5% in 2021-2023.

S&P said, "We could revise the outlook to stable if we see
sustained improvement in traffic volumes supported by the reduction
in pandemic-related restrictions and recovery in economic
situation. We would also expect to see stable cross-border freight
operations under the new post-Brexit rules before we revise the
outlook to stable. We would consider increasing the rating if
traffic and operating performance support our forecasts that
Getlink's weighted-average FFO to debt will stay above 6% in
2021-2023."


GINKGO PERSONAL 2020-1: DBRS Confirms B Rating on Class F Notes
---------------------------------------------------------------
DBRS Ratings GmbH confirmed its ratings on the bonds issued by
Ginkgo Personal Loans 2020-1 as follows:

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (low) (sf)
-- Class D Notes at BBB (sf)
-- Class E Notes at BB (sf)
-- Class F Notes at B (sf)

The rating on the Class A Notes addresses the timely payment of
interest and ultimate repayment of principal by the legal final
maturity date. The ratings on Class B, Class C, Class D, Class E,
and Class F Notes address the timely payment of interest while the
most senior, otherwise the ultimate payment of interest and
ultimate repayment of principal by the legal final maturity date.

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

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

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

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

-- No revolving termination events have occurred;

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

The transaction is a securitization collateralized by a portfolio
of consumer loans to individuals in France granted by Credit
Agricole Consumer Finance (CACF). The portfolio comprises
fixed-rate amortizing unsecured loans. The transaction is currently
in its revolving period, scheduled to end on the payment date in
July 2022. The legal final maturity date is on the payment date in
June 2038.

PORTFOLIO PERFORMANCE

Delinquencies have been low since closing as loans two to three
months in arrears and loans more than three months in arrears
represented 0.5% and 0.7% of the outstanding portfolio balance,
respectively, at the March 2021 payment date. As per the
transaction definition, defaulted loans are those that have been
declared as such by the servicer before reaching the late
delinquency stage (more than eight months in arrears) or relating
to an overindebted borrower (i.e., the borrower filed a
restructuring petition with an overindebtedness committee and the
loan restructuring has been finalized). According to this
definition, as of the March 2021 payment date, cumulative defaulted
receivables were low and represented 0.2% of the total purchased
receivables since closing. The replenishment criteria were
satisfied as of the March 2021 payment date. Loans benefitting from
a payment holiday granted in the context of the coronavirus
pandemic have been declining since closing and stood at 1 .8% of
the outstanding portfolio balance as of the March 2021 payment
date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar maintained its base case PD assumption at 7.9% and
increased its base case LGD assumption to 57.3% from 55.0% at
closing, which includes adjustments because of the coronavirus.

CREDIT ENHANCEMENT

Credit enhancement (CE) to the notes consists of the subordination
of the respective junior notes. As of the March 2021 payment date,
CE remained unchanged since closing as follows, given that the
transaction is still in its revolving period:

-- CE to the Class A Notes at 35.4%
-- CE to the Class B Notes at 26.6%
-- CE to the Class C Notes at 18.7%
-- CE to the Class D Notes at 12.6%
-- CE to the Class F Notes at 8.6%
-- CE to the Class F Notes at 4.6%

No revolving termination events and no mandatory partial redemption
event have occurred as of the March 2021 payment date.

The transaction benefits from two liquidity reserves funded by the
liquidity reserve provider (CACF) at closing, providing liquidity
support to the Class A and Class B Notes. The Class A Liquidity
Reserve Fund and the Class B Liquidity Reserve Fund were both at
their target level of EUR 6.4 million and EUR 6.1 million,
respectively, as of the March 2021 payment date. As of the March
2021 payment date, all principal deficiency ledgers were clear.

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

Credit Agricole Corporate & Investment Bank (CACIB) acts as the
swap counterparty for the transaction. DBRS Morningstar's private
rating on CACIB is above the First Rating Threshold as described in
DBRS Morningstar's "Derivative Criteria for European Structured
Finance Transactions" methodology.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

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

Notes: All figures are in Euros unless otherwise noted.


TAKECARE BIDCO: Moody's Assigns B3 CFR & Rates New Term Loan B3
---------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and a B3-PD probability of default rating to Takecare Bidco, the
top entity of Sante cie restricted group. Concurrently, Moody's has
assigned a B3 instrument rating to the proposed guaranteed senior
secured term loan B and a B3 instrument rating to the proposed
guaranteed senior secured revolving credit facility, to be issued
by Takecare Bidco. The outlook on Takecare Bidco is positive.

The proceeds from the proposed guaranteed term loan B will be used
to refinance Sante cie's current capital structure, distribute
EUR70 million to its current shareholders that will be used to
partially payback convertible bonds they own and pay transaction
fees.

RATINGS RATIONALE

The rating action balances

The re-leveraging effect of the proposed transaction that
increases the gross debt load by around EUR80 million (translating
into around 1x Moody's adjusted leverage increase). The proceeds
from the debt increase will mainly be distributed to the current
shareholders and used for the partial reimbursement of convertible
bonds they own;

Sante cie's good track record as a rated entity with an annual
organic growth of around 10% on average over the April 2018 to
December 2020 period, stable and high EBITDA margins, positive free
cash flow since 2020 and now adequate liquidity.

The B3 CFR is constrained by the company's (1) still small size;
(2) high exposure to ongoing tariff cuts in the French and German
homecare services markets; (3) high leverage following the
re-leveraging effect of Aposan acquisition and the proposed
transaction (4) active M&A strategy, which might delay any
deleveraging going forward; and (4) high capital spending
requirements, which constrain free cash flow generation.

Nevertheless, the B3 CFR is supported by (1) the company's good
market positions in the fragmented French homecare services market;
(2) its track record of solid organic growth driven, among others,
by partnerships with other healthcare providers; (3) the growth
potential of the French homecare services market, backed by
favorable demographics and the shift to homecare; (4) Sante cie's
overall high degree of revenue visibility, supported by social
security reimbursements and the stability of the patient portfolio;
and (5) resilient margins, supported by the ability to generate
economies of scale and limit the impact of tariff cuts.

Based on FY 2020 EBITDA, including the 12 months impact of Aposan
acquired in September 2020 and the new proposed capital structure,
the Moody's adjusted debt / EBITDA reaches 7.2x. Sante cie's
operating performance has been relatively immune to the coronavirus
outbreak as the services and devices it provides at patients' homes
are deemed critical. The company generated around 8% organic growth
for the period April 2020 to December 2020.

OUTLOOK RATIONALE

The positive outlook reflects the company's solid organic growth
and ability to improve its Moody's adjusted debt / EBITDA towards
6.0x in the next 18 months, absent any new re-leveraging events.
Moody's expects that sustainable deleveraging will primarily depend
upon financial policy. The positive outlook also reflects the
recent track record of positive free cash flow generation which, if
further improved and sustained, could add positive rating
pressure.

LIQUIDITY

The liquidity is adequate and supported by (1) around EUR18 million
of cash on balance at end March 2021, (2) limited cash impact from
the proposed transaction, (3) a new proposed senior secured
revolving credit facility of EUR90 million, expected to be fully
undrawn at closing of the transaction, (4) expected positive free
cash flow for the next 12-18 months and (5) long dated debt
maturities once the transaction closes.

ESG CONSIDERATIONS

Sante cie has an inherent exposure to social risks, given the
highly regulated nature of the healthcare industry and the
sensitivity to social pressure related to the affordability of and
access to health services. Governance risks for Sante cie could
arise from potential failures in internal controls, which would
result in a loss of accreditation or reputational damage and, as a
result, could harm its credit profile. Sante cie's ratings also
factor in its private-equity ownership, reflected in its financial
policy of tolerance for high leverage.

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

Positive rating pressure could arise if (1) the company's
Moody's-adjusted debt/EBITDA falls sustainably and comfortably
below 6.0x; (2) the company sustainably improves its
Moody's-adjusted free cash flow / debt ratio towards 5%; and (3) it
continues to generate high-single-digit organic revenue growth in
percentage terms, while maintaining its current operating
performance and adequate liquidity.

Negative pressure could arise (1) if the company fails to improve
and keep leverage to below 7.0x Moody's-adjusted debt/EBITDA; (2)
if its Moody's-adjusted free cash flow turns negative and/or
liquidity deteriorates; (3) if its profitability were to
deteriorate because of competitive, regulatory or pricing pressure;
or (4) in case of large debt-financed acquisitions or material
distributions to shareholders.

LIST OF AFFECTED RATINGS:

Issuer: Takecare Bidco

Assignments:

LT Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Outlook Actions:

Outlook, Assigned Positive

Issuer: Sante cie

Withdrawals:

LT Corporate Family Rating, Withdrawn , previously rated B3

Probability of Default Rating, Withdrawn , previously rated B3-PD

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.




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G E R M A N Y
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GREENSILL BANK: Euler Hermes Has Potential Exposure
---------------------------------------------------
Ian Smith and Olaf Storbeck at The Financial Times report that
Euler Hermes, once one of Greensill Capital's biggest credit
insurers, has potential exposure to the failed supply-chain finance
group through a policy covering its German bank against business
fraud.

A unit of Europe's largest insurer Allianz, Euler Hermes is one of
the big three underwriters of trade credit insurance, and was a key
provider to Greensill Capital until it had to pay a claim last year
resulting from the default of former FTSE 100 hospital operator NMC
Health, the FT discloses.

The collapse of Greensill into administration in March has rocked
the metals empire of Sanjeev Gupta, which was one of the company's
biggest borrowers, the FT recounts.  Lex Greensill, the founder of
the eponymous company, told MPs that he had first met Mr. Gupta,
whose companies are grouped together into the GFG Alliance, through
an executive at Euler Hermes in around 2015, the FT relates.

Euler Hermes no longer has exposure to Greensill through trade
credit insurance, Allianz's group chief financial officer Giulio
Terzariol said at its first-quarter results, the FT notes.  But it
did provide some so-called fidelity insurance, Mr. Terzariol, as
cited by the FT, said, adding that it had not "come into play".

The Euler Hermes policy covers Greensill Bank, the FT relays,
citing a person familiar with the matter.

In March, Germany's financial regulator, BaFin, filed a criminal
complaint against Greensill Bank's management for suspected balance
sheet manipulation, after a forensic audit by consultancy KPMG, the
FT recounts.  The bank failed "to provide evidence of the existence
of receivables in its balance sheet that it had purchased from the
GFG Alliance Group", BaFin said.

Euler Hermes declined to comment, including on the size of the
policy, the FT notes.

In April last year, Euler had the third largest exposure to Credit
Suisse's biggest supply chain finance fund, which packaged
Greensill's loans into investments, behind Insurance Australia and
Japan's Tokio Marine, according to a document seen by the FT.  At
that point, Euler underwrote 12% of the credit risk in the US$5
billion fund, according to the FT.


RODENSTOCK HOLDING: Fitch Withdraws All Ratings
-----------------------------------------------
Fitch Ratings has affirmed Rodenstock Holding GmbH's Long-Term
Issuer Default Rating (IDR) at 'B-' and removed it from Rating
Watch Negative (RWN). The Outlook is Negative.

Fitch has also removed Rodenstock GmbH's EUR395 million seven-year
term loan B (TLB) and EUR20 million six-and-a-half year revolving
credit facility (RCF) - all rated senior secured 'B' with Recovery
Ratings 'RR3' - from RWN.

All ratings have simultaneously been withdrawn.

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

The Negative Outlook reflects Fitch's projected high leverage for
2021-2022, reflecting increased debt post-refinancing. As the new
sponsor Apax executes its strategy on channel-focused sale and
marketing and product premiumisation, Fitch projects funds from
operations (FFO) gross leverage should improve to around 7.5x from
2023, a level Fitch views as more appropriate for the 'B-' IDR.

The ratings were withdrawn for commercial reasons. Accordingly,
Fitch will no longer provide ratings or analytical coverage of the
issuer and its financing instruments.

KEY RATING DRIVERS

Temporarily High Leverage: The Negative Outlook reflects heightened
financial risk in 2021 and 2022 as the new EUR660 million TLB
replaces the EUR395 million TLB at refinancing increases overall
debt quantum. As a result, Fitch projects FFO gross leverage to
rise to 9.5x in 2021 before gradually declining through organic
EBITDA and FFO expansion to around 7.5x from 2023, a level Fitch
views as more commensurate with a 'B-' IDR.

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

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

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

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

Challenging Competitive Environment: While Fitch sees Rodenstock as
being adequately positioned as a niche optical product manufacturer
in two distribution channels of independent opticians and key
accounts, it remains exposed to a highly competitive sector
dominated by much larger global peers with higher integration along
the value creation chain, and a high share of out-of-pocket
expenses for optical aid products borne by consumers. Moreover, the
growing power of optical retail chains is driving market
segmentation into value and premium optical products with different
dynamics and outreach strategies. This requires a continuous
reassessment and adaptation of Rodenstock's strategy to evolving
market conditions.

Supportive Underlying Trends: Rodenstock benefits from supportive
underlying trends such as an aging population and the growing
number of people using spectacles, with a higher presence of
progressive lenses rather than single and standardised vision
solutions. The company is well-placed to continue participating in
and capitalising on the robust demand outlook supported by these
trends, particularly compared with market constituents with higher
exposure to fashion risk and changing consumer preferences.

DERIVATION SUMMARY

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

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

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

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

KEY ASSUMPTIONS

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

-- Sales rebounding to slightly above pre-pandemic levels in 2021
    followed by low-to-mid single-digit growth to the remaining 3
    years of Fitch's forecast horizon;

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

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

-- Trade working capital normalising at EUR2 million outflow a
    year from 2022 onwards;

-- Capex of around EUR45 million in 2021, normalising to around
    EUR25 million from 2022;

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

Recovery Assumptions:

Not applicable due to withdrawal of the instrument rating.

RATING SENSITIVITIES

Not applicable

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch views liquidity as comfortable.
Following the refinancing, a meaningfully increased RCF of EUR120
million, together with projected positive FCF generation from 2022
will provide comfortable liquidity headroom to the business.

After the refinancing Rodenstock will benefit from a long-dated TLB
due only in 2028, with bullet amortisation.

ESG CONSIDERATIONS

The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies). Following the rating withdrawal Fitch will no longer
provide ESG Relevance scores to Rodenstock.




=============
I R E L A N D
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ALBACORE EURO II: Moody's Assigns B3 Rating to EUR12MM Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by AlbaCore Euro CLO
II Designated Activity Company (the "Issuer"):

EUR60,500,000 Class A-1 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR155,000,000 Class A-1 Senior Secured Floating Rate Loan due
2034, Definitive Rating Assigned Aaa (sf)

EUR32,500,000 Class A-2 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR40,000,000 Class B Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aa2 (sf)

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

EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR19,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior obligations, second-lien loans, high yield bonds and
mezzanine obligations. The underlying portfolio is expected to be
95% ramped as of the closing date and comprises of predominantly
corporate loans to obligors domiciled in Western Europe. The
remainder of the portfolio will be acquired during the 6 month
ramp-up period in compliance with the portfolio guidelines.

AlbaCore Capital LLP ("AlbaCore") will manage the CLO. It will
direct the selection, acquisition and disposition of collateral on
behalf of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four and a quarter
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.

In addition to the eight classes of notes rated by Moody's, the
Issuer issued EUR36,350,000 Subordinated Notes due 2034 which are
not rated.

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

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Par Amount: EUR400.0m

Diversity Score: 44*

Weighted Average Rating Factor (WARF): 2964

Weighted Average Spread (WAS): 3.65%

Weighted Average Recovery Rate (WARR): 44%

Weighted Average Life (WAL): 8.5 years


BARINGS EURO 2021-1: Moody's Assigns B3 Rating to Class F Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to debt issued by Barings Euro CLO
2021-1 Designated Activity Company (the "Issuer"):

EUR198,000,000 Class A Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR50,000,000 Class A Senior Secured Floating Rate Loan due 2034,
Definitive Rating Assigned Aaa (sf)

EUR40,000,000 Class B Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aa2 (sf)

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

EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR23,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR8,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is 95% ramped as of the closing date and comprised of
predominantly corporate loans to obligors domiciled in Western
Europe. The remainder of the portfolio will be acquired during the
4.5 months ramp-up period in compliance with the portfolio
guidelines.

Barings (U.K.) Limited ("Barings Ltd.") manages the CLO. It directs
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 reinvestment
period. Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations or
credit improved obligations.

In addition to the seven classes of debt rated by Moody's, the
Issuer issued EUR36,400,000 Subordinated Notes due 2034 which are
not rated.

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

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

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

Methodology underlying the rating action:

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

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

The rated debt's performance is subject to uncertainty. The debt's
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 debt's
performance.

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

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

Par Amount: EUR400,000,000

Diversity Score: 45

Weighted Average Rating Factor (WARF): 3124

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 44.50%

Weighted Average Life (WAL): 8.5 years


FAIR OAKS I: Moody's Assigns B3 Rating to EUR10.5MM Class F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Fair
Oaks Loan Funding I Designated Activity Company (the "Issuer"):

EUR2,000,000 Class X Senior Secured Floating Rate Notes due 2034,
Assigned Aaa (sf)

EUR217,000,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned Aaa (sf)

EUR35,000,000 Class B Senior Secured Floating Rate Notes due 2034,
Assigned Aa2 (sf)

EUR24,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned A2 (sf)

EUR21,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned Baa3 (sf)

EUR18,200,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned Ba3 (sf)

EUR10,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, 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.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by 12.5% or EUR 250,000.00 over the first
eight payment dates, starting from the first payment date.

As part of this reset, the Issuer has increased the target par
amount by EUR25 million to EUR350 million. 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 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be approximately 89% ramped as of the
closing date.

Fair Oaks Capital Ltd 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 4.2 year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations or credit improved obligations. Additionally, the
issuer has the ability to purchase loss mitigation loans using
principal proceeds subject to a set of conditions including
satisfaction of the par coverage tests.

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

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

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

Methodology Underlying the Rating Action:

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

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

The rated debt performance is subject to uncertainty. The debt
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 debt
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 modeling assumptions:

Target Par Amount: EUR350,000,000

Diversity Score: 46

Weighted Average Rating Factor (WARF): 2887

Weighted Average Spread (WAS): 3.30%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 45%

Weighted Average Life (WAL): 8.5 years


JAZZ PHARMACEUTICALS: Fitch Rates US$5.3-Billion Secured Debt 'BB+'
-------------------------------------------------------------------
Fitch Ratings has converted the expected ratings on the new senior
secured credit facilities and new senior secured notes of Jazz
Pharmaceuticals plc and subsidiaries (Jazz) to final ratings of
'BB+'/'RR1'. The rating action applies to approximately $5.3
billion of debt instruments.

Fitch maintains a 'BB-' Long-Term Issuer Default Rating on Jazz.
The Rating Outlook is Stable.

The proceeds of the new secured credit facilities and new senior
secured notes were used, in part, to fund the acquisition of GW
Pharmaceuticals plc on May 5, 2021. The new secured credit
facilities and senior secured notes rank equal in right of payment
and are senior to the existing exchangeable unsecured notes and all
other senior unsecured debt of Jazz and its subsidiaries.

KEY RATING DRIVERS

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

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

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

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

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

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

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

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

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

DERIVATION SUMMARY

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

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

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

KEY ASSUMPTIONS

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

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

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

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

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

-- Capex, one-time costs to achieve synergies and milestone
    payments range between 3% and 5% of revenue.

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

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

RATING SENSITIVITIES

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

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

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

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

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

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

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

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

SUMMARY OF FINANCIAL ADJUSTMENTS

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

ESG CONSIDERATIONS

Jazz has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to pressure to contain healthcare spending, a highly
sensitive political environment and social pressure to contain
costs or restrict pricing. This has a negative impact on the credit
profile and is relevant to the ratings in conjunction with other
factors.

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


SOUND POINT CLO I: Fitch Assigns B-(EXP) Rating on F-R Notes
------------------------------------------------------------
Fitch Ratings has assigned Sound Point Euro CLO I Funding DAC reset
notes expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

DEBT                    RATING
----                    ------
Sound Point Euro CLO I Funding DAC

A-R Loan    LT  AAA(EXP)sf   Expected Rating
A-R Note    LT  AAA(EXP)sf   Expected Rating
B-1-R       LT  AA(EXP)sf    Expected Rating
B-2-R       LT  AA(EXP)sf    Expected Rating
C-R         LT  A(EXP)sf     Expected Rating
D-R         LT  BBB-(EXP)sf  Expected Rating
E-R         LT  BB-(EXP)sf   Expected Rating
F-R         LT  B-(EXP)sf    Expected Rating
X-R         LT  AAA(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Sound Point Euro CLO I Funding DAC is a securitisation of mainly
senior secured obligations with a component of senior unsecured,
mezzanine and second-lien loans. Note proceeds will be used to
redeem all existing classes except the subordinated notes. The
portfolio will be managed by Sound Point CLO C-MOA LLC. The
collateralised loan obligation (CLO) envisages a 4.5-year
reinvestment period and an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral):

Fitch places the average credit quality of obligors in the 'B'/'B-'
category. The Fitch weighted average rating factor (WARF) of the
identified portfolio is 32.41, below the maximum WARF covenant for
assigning expected ratings of 37.

High Recovery Expectations (Positive):

Senior secured obligations comprise 99.01% of the portfolio. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The Fitch
weighted average recovery rate (WARR) of the identified portfolio
is 64.5%, above the minimum WARR covenant for assigning expected
ratings of 62.3%.

Diversified Asset Portfolio (Positive):

The indicative maximum exposure of the 10-largest obligors for
assigning the expected ratings is 20% of the portfolio balance
(currently 12.19%). The transaction also includes various
concentration limits, including the maximum exposure to the
three-largest (Fitch-defined) industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management (Positive):

The transaction has a 4.5-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Deviation from Model-Implied Rating (Negative):

The expected ratings of the class A,B-1, B-2, C, D, E and F notes
and the A loan are one notch higher than their model-implied
ratings (MIR). The ratings are supported by the significant default
cushion on the identified portfolio due to the notable cushion
between the covenants of the transaction and the portfolio's
parameters including a higher diversity (168 obligors) for the
identified portfolio than the transaction's stressed portfolio. All
notes pass the assigned ratings based on the identified portfolio
that is used for surveillance and the coronavirus baseline
sensitivity analysis.

The class F notes' deviation from the MIR reflects Fitch's view
that the tranche has a significant margin of safety given the
credit enhancement level. The notes do not present a "real
possibility of default", which is the definition of 'CCC' in
Fitch's Rating Definitions.

RATING SENSITIVITIES

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

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

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

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

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

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

Coronavirus Baseline Stress:

Fitch recently updated its CLO coronavirus stress scenario to
assume half of the corporate exposure on Negative Outlook is
downgraded by one notch instead of 100%. The Stable Outlooks on all
the notes reflect a default-rate cushion across all notes in the
sensitivity analysis Fitch ran in light of the coronavirus
pandemic.

Coronavirus Severe Downside Stress:

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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




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

CEDACRI MERGECO: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Italian core banking software and solutions
provider Cedacri MergeCo S.p.A and its 'B' issue rating to the
proposed senior secured notes.

S&P said, "The stable outlook reflects our view that Cedacri's
revenue will increase 6%-9% in 2021-2022 thanks to ongoing
digitalization and outsourcing, while adjusted EBITDA margin will
increase about 500 bps due to cost-cutting initiatives. This should
lead to swift deleveraging toward 6x and FOCF to debt approaching
8% in 2022."

On March 5, 2021, ION Investment Group (ION) agreed to buy Cedacri
Group S.p.A through its subsidiary Cedacri MergeCo S.p.A (Cedacri)
for about EUR1.5 billion, which will be partially funded by
proposed issuance of EUR650 million notes.

S&P said, "ION is planning to fund the transaction with EUR650
million senior secured notes, a EUR60 million super-senior
revolving credit facility (RCF; undrawn), EUR773 million cash
equity, and cash on Cedacri's balance sheet. We estimate Cedacri's
S&P Global Ratings-adjusted leverage will increase to about
7.0x-7.5x in 2021 before decreasing toward 6x in 2022 on the back
of the expected EBITDA growth.

"We do not include future acquisitions in our forecast considering
the timing and uncertainties of the transactions, as well as our
understanding that the group will focus on organic growth and
deleveraging via organic cash flow generation over the near term
rather than inorganic growth initiatives. However, we think over
the longer term Cedacri will likely pursue bolt-on acquisitions
under ION's ownership to enhance its product offerings and expand
its operations in other European markets. Cedacri's acquisitions in
2019 contributed to total revenue growth of 15.5% in 2019 and 23.2%
in 2020, compared with 7.0% and 8.7%, respectively, on an organic
basis. We also think Cedacri's financial profile is supported by
its good cash flow generation ability, with more than EUR35 million
in free operating cash flow (FOCF) expected in 2021-2022 compared
with about EUR20 million in 2020, and FOCF to debt of more than
5%."

With pro forma EUR414 million in revenue generated in 2020, Cedacri
is much smaller than global vendors like IBM and Accenture, which
are also active in the Italian core banking software and solutions
market. Cedacri also faces competition from other more diversified
and resourceful domestic players like Engineering and banks'
internal IT solutions. Although it is the leading independent
vendor in the Italian market, Cedacri ranks only No. 3 in terms of
number of bank branches served, after Intesa Sanpaolo and
UniCredit, which continue use their own in-house solutions. Cedacri
has a niche focus on the banking market and strong geographical
concentration in Italy. S&P thinks Cedacri's niche focus makes it
susceptible to competition and technological and regulatory
changes. Furthermore, about 70% of Cedacri's revenue is generated
from domestic financial institutions, which are prone to market
consolidation due to ongoing pressures on their profits and
increasing competition from digital players. Cedacri also has a
very high customer concentration, with the top 10 and top 20
customers accounting for more than 50% and 70% of revenue,
respectively. This could lead to sharp revenue and margin
deterioration if some key customers decide to switch to other
vendors, although we see this risk as relatively limited due to
long-term contracts and the mission-critical nature of its
software.

S&P said, "We think Cedacri's business is resilient to economic
cycles, as evidenced by sound organic growth of 8.7% in 2020 and a
very low churn rate of less than 5% in its core banking solutions
in the past five years. The churn was mainly related to
consolidation in the financial markets, rather than customers
switching to competitors. We think the company's operational
resilience spurs from its mission-critical services for bank
operations because they enable banks to perform their daily tasks,
standard long-term customer contracts of five years, and good
recurring revenue of 75%. Cedacri's core banking software
solutions, accounting for about 43% of group revenue, play a vital
role in the Italian financial markets because of the large number
of bank customers and branches it serves and more than 100 million
transactions it processes per day. The banking system's complexity
and deeply integrated services also make it difficult for customers
to switch to new providers, considering the costs and time needed
and risks of the data loss and operational continuity. Cedacri also
benefits from the complex local regulations in Italy that create a
high barrier for global entrants.

"We forecast Cedacri's revenue will grow 6%-9% in 2021-2022,
largely in line with the organic growth in 2019-2020. This is
assumed to be driven by continued outsourcing, digitalization, and
cross-selling opportunities spurred by the company's comprehensive
offerings in core banking solutions, risks, and solutions. For
example, 60% of Cedacri's business process as a service (BpaaS)
customers are also using its core banking solutions. Growth is also
supported by banks' and financial institutions' greater need to
optimize their operations and reduce their costs, as total cost
ownership could be reduced up to 30% by outsourcing software and IT
operations to external vendors like Cedacri, according to its own
estimates. We think the transaction would also open opportunities
to sell Cedacri's products, particularly the compliance solutions,
to the larger and globally diversified customers of ION Group
entities, resulting in further potential revenue upside.

"The stable outlook reflects our view that Cedacri's revenue will
increase 6%-9% in 2021-2022 thanks to ongoing digitalization and
outsourcing, while adjusted EBITDA margin will increase about 500
basis points (bps) due to cost-cutting initiatives. This should
lead to swift deleveraging toward 6x and FOCF to debt approaching
8% in 2022."

S&P could lower the rating if:

-- Cedacri's S&P Global Ratings-adjusted leverage remains above
7x; or

-- FOCF is below 5%.

-- This could happen if Cedacri experiences lower revenue and
EBITDA growth because of greater competition or significant delays
in realizing cost reductions.

S&P could raise the rating if Cedacri's significantly outperforms
its base case, leading to:

-- Adjusted leverage of below 5x; and

-- FOCF to debt of more than 10% on a sustained basis.


POP NPLS 2019: DBRS Confirms CCC Rating on Class B Notes
--------------------------------------------------------
DBRS Ratings GmbH confirmed its ratings on the Class A and Class B
notes issued by POP NPLs 2019 S.r.l. (the Issuer) at BBB (sf) and
CCC (sf), respectively, and maintained a Negative trend for both
classes of notes.

The transaction represents the issuance of Class A, Class B, and
Class J Notes (collectively, the Notes). At issuance, the Notes
were backed by a mixed pool of Italian nonperforming secured and
unsecured loans sold by 12 Italian banks to the Issuer. The gross
book value of the loan pool was approximately EUR 826.7 million as
of the 1 January 2019 cutoff date. The securitized portfolio was
composed of secured loans, representing approximately 51.6% of the
gross book value (GBV), and unsecured loans, representing the
remaining 48.4% of the GBV. Residential and commercial real estate
properties represented 54.0% and 17.6% of the pool by first-lien
real estate value, respectively.

The receivables are serviced by Prelios Credit Solutions S.p.A. and
Fire S.p.A. (Prelios and Fire or, together, the Servicers). The
master servicer is Prelios Credit Servicing S.p.A., and
Securitization Services S.p.A. operates as the backup servicer in
the transaction.

RATING RATIONALE

The confirmations follow a review of the transaction and are based
on the following analytical considerations:

-- Transaction performance: assessment of portfolio recoveries as
of December 31, 2020, focuses on: (1) a comparison between actual
collections and the Servicers' initial business plan forecast; (2)
the collection performance observed over the past months, including
the period following the outbreak of the Coronavirus Disease
(COVID-19); and (3) a comparison between the current performance
and DBRS Morningstar's initial expectations.

-- The Servicers' updated business plan as of December 2020,
received in April 2021, and the comparison with the initial
collection expectations.

-- Portfolio characteristics: loan pool composition and evolution
of its core features since issuance.

-- Transaction liquidating structure: the order of priority
entails a fully sequential amortization of the notes – i.e., the
Class B Notes will begin to amortize following the full repayment
of the Class A Notes and the Class J Notes will amortize following
the repayment of the Class B Notes. Additionally, interest payments
on the Class B Notes become subordinated to principal payments on
the Class A Notes if the Cumulative Gross Collection Ratio or
Present Value (PV) Cumulative Profitability Ratio are lower than
90%. These triggers were not breached on the February 2021 interest
payment date, with the actual figures being 124.1% and 133.7%,
respectively, according to the Servicers.

-- Liquidity support: the transaction benefits from an amortizing
cash reserve providing liquidity to the structure covering against
potential interest shortfall on the Class A Notes and senior fees.
The cash reserve target amount is equal to 4.5% of the Class A
Notes principal outstanding and is currently fully funded.

According to the latest payment report from February 2021, the
outstanding principal amounts of the Class A, Class B, and Class J
notes were equal to EUR 139.5 million, EUR 25.0 million, and EUR
5.0 million, respectively. The balance of the Class A Notes has
amortized by approximately 19.4% since issuance. The current
aggregated transaction balance is EUR 169.5 million.

As of December 2020, the transaction was performing above the
Servicers' initial expectations. The actual cumulative gross
collections equaled EUR 43.2 million, whereas the Servicers'
initial business plan estimated cumulative gross collections of EUR
33.4 million for the same period. Therefore, as of December 2020,
the transaction was overperforming by EUR 9.7 million (29.1%)
compared with initial expectations.

At issuance, DBRS Morningstar estimated cumulative gross
collections for the same period of EUR 27.0 million at the BBB (sf)
stressed scenario and EUR 29.1 million at the CCC (sf) stressed
scenario. Therefore, as of December 2020, the transaction was
performing above DBRS Morningstar's initial stressed expectations.

In April 2021, the Servicers provided DBRS Morningstar with a
revised business plan. In this updated business plan, the Servicers
assumed recoveries in line with initial expectations. The total
cumulative gross collections from the updated business plan account
for EUR 280.9 million, which is 0.1% lower compared with the EUR
281.2 million expected in the initial business plan.

Without including actual collections, the Servicers' expected
future collections from January 2021 are now accounting for EUR
237.7 million (EUR 247.7 million in the initial business plan).
Hence, the Servicers' expectation for collection on the remaining
portfolio was revised downwards. The updated DBRS Morningstar BBB
(sf) rating stress assumes a haircut of 22.5% to the Servicers'
latest business plan, considering future expected collections. In
DBRS Morningstar's CCC (sf) scenario, the updated Servicers'
forecast were only adjusted in terms of actual collections to date,
and timing of future expected collections.

The final maturity date of the transaction is in February 2045.

DBRS Morningstar analyzed the transaction structure using Intex
DealMaker.

The coronavirus and the resulting isolation measures have resulted
in a sharp economic contraction, increases in unemployment rates,
and reduced investment activities. DBRS Morningstar anticipates
that collections in European NPL securitizations will continue to
be disrupted in the coming months and that the deteriorating
macroeconomic conditions could negatively affect recoveries from
NPLs and the related real estate collateral. The rating is based on
additional analysis and adjustments to expected performance as a
result of the global efforts to contain the spread of the
coronavirus. For this transaction, DBRS Morningstar incorporated
its expectation of a moderate medium-term decline in property
prices; however, partial credit to house price increases from 2023
onwards is given in non-investment grade scenarios. The Negative
trend reflects the ongoing uncertainty amid the coronavirus
pandemic.

Notes: All figures are in Euros unless otherwise noted.


[*] Moody's Takes Actions on 10 Italian Banks
---------------------------------------------
Moody's Investors Service took rating actions on 10 Italian banks.
The outlooks on the long-term deposit ratings and/or long-term
senior unsecured debt ratings and/or long-term issuer ratings of
Intesa Sanpaolo S.p.A., Banco BPM S.p.A, BPER Banca S.p.A.,
Mediobanca S.p.A., Credito Emiliano S.p.A., FCA Bank S.p.A., Banca
Nazionale Del Lavoro S.p.A., and Cassa Centrale Banca S.p.A. were
changed to stable from negative. The outlook on the long-term
deposits ratings of Mediocredito Trentino-Alto Adige S.p.A. was
changed to stable from negative while the long-term senior
unsecured debt ratings and issuer ratings remains negative. The
outlook on the long-term deposit and senior unsecured debt ratings
of UniCredit S.p.A. remains stable. Concurrently, all banks'
ratings and assessments have been affirmed.

A List of Affected Credit Ratings is available at
https://bit.ly/3w4w4Gh

RATINGS RATIONALE

The rating actions reflect:

-- The recovery in Italy's economy, which Moody's expects to grow
by 3.7% in GDP in 2021 after a pandemic-induced contraction of 8.9%
in 2020, which will provide some relief to banks' activities.
Notwithstanding, Moody's expects business conditions for Italian
banks to remain challenging, due to some continued restrictions and
business closures, and due to sluggish loan demand and ultra-low
interest rates, all of which will continue to exert pressure on
banks' profitability and ability to generate capital.

-- Moody's expectation that non-performing loans (NPLs) will
increase in 2021, and that the cost of risk will remain elevated
albeit at a lower level compared to 2020. Substantial
forward-looking provisions booked last year will help absorb the
impact of the increased loan defaults expected once the
coronavirus-related loan moratoria have expired. Italian banks'
NPLs fell to 4.1% of gross loans in December 2020 from 6.7% in
2019, and Moody's expects that continued government support in
various forms, including loan guarantees, coupled with continuing
NPL disposals, will partly offset the deterioration in asset
quality.

-- Moody's expectation that Italian banks affected by today's
rating action are well capitalized, which would allow them to
absorb further asset quality deterioration. Furthermore, Moody's
expects profitability to remain burdened by still-high loan loss
provisions, high operating costs, and net interest income under
pressure due to ultra-low interest rates.

-- Italian banks' funding and liquidity conditions are currently
stable in particular thanks to the ongoing support from the
European Central Bank (ECB) through the Targeted Long-Term
Refinancing Operations (TLTRO) programme, which ensures abundant
source of cheap funding and liquidity for banks.

In Moody's opinion, a portion of Italian banks' extensive drawdown
under TLTRO is used to take advantage of favorable terms offered by
the ECB for depositing back to the central bank amounts unused for
lending and/or investment purposes, thereby temporarily inflating
banks' balance sheets. In its forward-looking analysis of the
credit profiles of the banks affected by today's rating action,
Moody's has taken into account, where applicable, such portions of
TLTRO for the purpose of assessing financial metrics as well as in
applying Moody's Advanced Loss Given Failure (LGF) analysis, which
considers risks faced by the different debt and deposit classes
across the liability structure. Moody's therefore assumes that the
funds borrowed from, and re-deposited at the ECB will be running
off medium-term when estimating banks' tangible banking assets
(used for the assessment of Moody's Advanced LGF) as well as the
amount of market funding and liquid resources.

BANKS AFFECTED BY RATING ACTION

Intesa Sanpaolo S.p.A. (Intesa Sanpaolo): the outlook on the
bank's long-term senior unsecured debt ratings was changed to
stable from negative. The outlook on the bank's long-term deposit
ratings remains stable, while the long-term deposit and senior
unsecured debt ratings of Baa1 and its Baseline Credit Assessment
(BCA) of baa3 were affirmed.

The affirmation of the ratings with a stable outlook reflects
Moody's view that Intesa Sanpaolo's credit profile will remain
broadly unchanged over the next 12 to 18 months. The rating action
incorporates the rating agency's expectation of a moderate
deterioration in the bank's asset risk, balanced against Intesa
Sanpaolo's sustained profit generation capacity as well as high
capital buffers. Under Moody's Advanced LGF analysis, a material
portion of Intesa Sanpaolo's TLTRO drawdowns were considered as
profit enhancing operation, resulting in unchanged ratings uplift.
The bank's long-term deposit ratings are capped at Baa1, two
notches above the Baa3 rating of the Government of Italy.

UniCredit S.p.A. (UniCredit): the bank's long-term deposit and
senior unsecured debt ratings of Baa1 were affirmed, as was its BCA
of baa3. The outlooks on the long-term deposit and senior unsecured
debt ratings remain stable.

The affirmation of the ratings with a stable outlook acknowledges
the resilience of UniCredit's overall credit profile, despite
Moody's expectation of a moderate deterioration of the bank's asset
quality that will materialise once support measures fade away. The
assessment is also underpinned by UniCredit's sound capital buffers
as well as the rating agency's view that the group's profitability
will improve in 2021 thanks to lower pandemic related cost of risk.
Under Moody's Advanced LGF analysis, a material portion of
UniCredit's TLTRO drawdowns were considered as profit enhancing
operation, resulting in unchanged ratings uplift. The bank's
long-term deposit and senior unsecured debt ratings are constrained
at Baa1, two notches above the Baa3 rating of the Government of
Italy.

Banco BPM S.p.A. (Banco BPM): the outlooks on the long-term
deposit ratings as well as issuer and senior unsecured debt ratings
were changed to stable from negative. The bank's BCA of ba3,
long-term deposit ratings of Baa3 and long-term issuer and senior
unsecured debt ratings of Ba2 were affirmed.

The rating action reflects Moody's expectation that Banco BPM will
continue its de-risking efforts through NPL sales and
securitisations, offsetting some of the anticipated weakening in
asset quality. The assessment also reflects the agency's
expectation that Banco BPM will continue to report weak
profitability and that it will maintain moderate capital levels.
Under Moody's Advanced LGF analysis, a portion of Banco BPM's TLTRO
drawdowns were considered as profit enhancing operation, resulting
in unchanged ratings uplift.

BPER Banca S.p.A. (BPER): the outlooks on the Baa3 long-term
deposit ratings, Ba3 long-term issuer rating and Ba3 long-term
senior unsecured debt ratings were changed to stable from negative.
The bank's BCA of ba2 and all other assessments and ratings were
affirmed.

The rating action reflects BPER's ongoing effort towards the
reduction of its problem loans, its sound capitalisation and ample
liquidity. The rating action also reflects the strengthened
franchise from BPER's acquisition of a large number of branches
from Intesa Sanpaolo S.p.A. in 2020 with expected synergies to
materialize over the medium-term. Moody's considers that the
amounts drawn by BPER under TLTRO are principally used for funding
business and investment operations, resulting in unchanged rating
uplift under Moody's Advanced LGF analysis.

Credito Emiliano S.p.A. (Credem): the outlook on the Baa3
long-term deposit ratings was changed to stable from negative. The
bank's BCA of baa3 was affirmed.

The rating action reflects Moody's expectation that Credem will
continue to report lower level of problem loans compared to most
Italian peers, and that the bank will maintain sound capital and
good profitability. The assessment also reflects Credem's strong
retail funding base and ample liquidity. Under Moody's Advanced LGF
analysis, a portion of Credem's TLTRO drawdowns were considered as
profit enhancing operation, resulting in unchanged ratings uplift.

Mediobanca S.p.A. (Mediobanca): The outlooks on the Baa1 long-term
issuer ratings and Baa1 senior unsecured debt ratings were changed
to stable from negative. The outlook on the Baa1 long-term deposit
ratings remains stable. The bank's BCA of baa3 and all other
assessments and ratings were affirmed.

The rating action reflects Mediobanca's reported good
capitalisation and sound and diversified profitability. It also
reflects the idiosyncratic risks associated with the bank's still
large stake in Assicurazioni Generali S.p.A and Moody's expectation
that the bank will continue to rely highly on wholesale funding.
Under Moody's Advanced LGF analysis, a portion of Mediobanca's
TLTRO drawdowns were considered as profit enhancing operation,
resulting in unchanged ratings uplift.

Mediocredito Trentino-Alto Adige S.p.A. (Mediocredito): The
outlook on the Baa3 long-term deposit ratings was changed to stable
from negative. The outlook on the Ba1 long-term senior unsecured
debt rating and Ba1 long-term issuer ratings remains negative. The
Baa3 long-term deposit ratings, the Ba1 long-term senior unsecured
debt and issuer ratings, and the ba3 BCA were affirmed.

The affirmation of Mediocredito's BCA and the long-term deposit
ratings with stable outlook reflect Moody's expectation of a
moderate deterioration in the bank's asset risk, balanced against
the bank's sound capital buffers. Moody's considers that the
amounts drawn by Mediocredito under TLTRO are principally used for
funding business and investment operations, resulting in unchanged
rating uplift under Moody's Advanced LGF analysis. The unchanged
negative outlooks on the long-term senior unsecured debt and issuer
ratings reflects the increasing loss given failure for senior debt
bondholders due to the maturing stock of bail-in-able debt.

FCA Bank S.p.A. (FCA Bank): the outlook on the Baa1 long-term
issuer rating was changed to stable from negative. The outlook on
the Baa1 long-term deposit ratings remains stable. The bank's BCA
of ba1, the Adjusted BCA of baa3 and all other assessments and
ratings were affirmed.

The action reflects FCA Bank's strong solvency, supporting its
resilience in the current environment. Furthermore, the assessment
reflects Moody's assumption of high probability of support from the
bank's 50% shareholder Credit Agricole S.A. (CASA, Aa3/Aa3 stable,
baa2), resulting in an unchanged one-notch uplift from the FCA
Bank's ba1 BCA to an Adjusted BCA of baa3. Moody's considers that
the amounts drawn by FCA Bank under TLTRO are principally used for
funding business and investment operations, resulting in unchanged
rating uplift under Moody's Advanced LGF analysis. FCA Bank's
long-term deposit ratings are capped at Baa1, two notches above the
Baa3 rating of the Government of Italy.

Banca Nazionale Del Lavoro S.p.A. (BNL): the outlooks on the Baa1
long-term deposit ratings and Baa3 long-term senior unsecured debt
and issuer ratings were changed to stable from negative. The BCA of
ba2 and Adjusted BCA of baa2, as well as all other ratings and
assessments were affirmed.

The rating action reflects BNL's ongoing efforts in reducing its
problem loans though disposals and internal workouts and Moody's
expectation that the bank will continue to report weak capital
levels and modest profitability. The affirmation of the baa2
Adjusted BCA also reflects Moody's assessment of very high
probability of extraordinary support from its parent BNP Paribas
(BNPP, Aa3/Aa3 stable, baa1), resulting in three notches of uplift
from BNL's BCA. Moody's considers that the amounts drawn by BNL
under TLTRO are principally used for funding business and
investment operations, resulting in unchanged rating uplift under
Moody's Advanced LGF analysis.

Cassa Centrale Banca S.p.A. (CCB): The outlooks on the Baa1
long-term deposit ratings and on the Ba1 long-term issuer ratings
were changed to stable from negative. The BCA of ba1 as well as all
other ratings and assessments were affirmed.

The rating action reflects Moody's expectation that the bank's
capital buffers will remain sound, and that the bank's ongoing
disposals of problem loans will offset some of the anticipated
deterioration in asset quality. Under Moody's Advanced LGF
analysis, a portion of CCB's TLTRO drawdowns were considered as
profit enhancing operation, resulting in unchanged ratings uplift.

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

An upgrade or downgrade in ratings could be driven by a higher or
lower BCA.

A BCA upgrade could be driven by stronger than expected economic
recovery in Italy, by material improvements in banks' asset
quality, stronger profitability and capitalisation.

A BCA downgrade could be driven by a material deterioration in the
operating environment for banks in Italy, leading to a worsening of
banks' asset quality and profitability and reduced loss-absorption
capacity. A downgrade of banks' BCAs could also be triggered by
significantly reduced capitalization or a material deterioration in
liquidity.

A downgrade of Italy's sovereign rating would also lead to a
downgrade of banks' ratings capped by the sovereign rating.

Changes to the banks' liability structures could also have an
impact of the banks' ratings. For example, an upgrade or downgrade
could be prompted by increased or decreased volumes of
loss-absorbing debt respectively, leading to a different uplift
from the banks' Adjusted BCA.

PRINCIPAL METHODOLOGY

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




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

ZORLU YENILENEBILIR: Fitch Assigns 'B-(EXP)' LongTerm IDR
---------------------------------------------------------
Fitch Ratings has assigned Zorlu Yenilenebilir Enerji Anonim
Sirketi (Zorlu RES), a renewable energy producer in Turkey, an
expected first-time Long-Term Issuer Default Rating (LT IDR) of
'B-(EXP)' with Stable Outlook. Fitch has also assigned Zorlu RES's
proposed notes an expected senior unsecured rating of 'B-(EXP)'
with a Recovery Rating of 'RR4', in line with the expected LT IDR.

The final ratings are contingent upon the receipt of final
documentation conforming materially to information already
received, and the implementation of a refinancing scheme including
converting part of the company's shareholder loan into equity as
proposed by management in their business plan.

The ratings of Zorlu RES reflect its high leverage, small size and
scale of operations, and rising exposure to merchant price as
feed-in tariffs gradually expire. Rating strengths are its asset
quality, low volume risk, supportive regulation for renewable
energy producers in Turkey, high profitability and mitigated
foreign-exchange (FX) exposure on its debt by naturally hedged
revenues.

Zorlu RES's 'B-(EXP)' IDR is based on deconsolidation of Zorlu
Dogal - one of its three fully owned operating companies - as the
subsidiary's cash flows will mainly be used to service its
project-finance debt. Zorlu Dogal accounted for around 80% of group
EBITDA in 2020, and the other two operating companies Zorlu
Jeotermal and Rotor Elektrik Uretim (Rotor) represented the
remaining 20%.

The notes will constitute the direct, general and unconditional
obligations of Zorlu RES and will be guaranteed on a joint and
several basis by Zorlu Jeotermal and Rotor. The notes will be
subordinated to existing and future debt at Zorlu Dogal, which is
not a guarantor. The proceeds will mostly be used to repay certain
financial debt at Rotor, Zorlu Jeotermal and Zorlu Dogal as well as
existing shareholder loans, and for capex.

KEY RATING DRIVERS

Deconsolidated Group Profile: Fitch's analysis of Zorlu RES
deconsolidates the EBITDA and debt of Zorlu Dogal, but includes
dividends from the subsidiary. Zorlu Jeotermal and Rotor are fully
consolidated.

Fitch's deconsolidation reflects the large amount of
project-finance debt at Zorlu Dogal at over USD700 million, which
will be senior to Zorlu RES's bond. Zorlu Dogal's cash flows will
mainly be used for servicing its own interest and debt
amortisation, which, together with bank covenants, will limit cash
upstream to Zorlu RES. Fitch assumes Zorlu Dogal will upstream
dividends averaging TRY70 million (USD8 million) p.a. in 2022 and
2023. In 2024-2025 Zorlu Dogal's cash flows will be sufficient only
to service the company's own debt.

High Leverage: Zorlu RES's deconsolidated credit profile is weaker
than that of the most rated utility peers, which weighs on the
ratings. Fitch forecasts funds from operations (FFO) gross and net
leverage to increase to around 12x and 8x, respectively, in 2021,
before easing to an average of around 8x and 6x over 2022-2025,
levels that are commensurate with the rating. This is driven by
cash flow from operations averaging TRY139 million (USD16 million)
over 2021-2025, which includes distributions from Zorlu Dogal in
2022-2023, average capex of TRY159 million (USD19 million) and
small dividend payments starting from 2023. More rapid
deleveraging, as currently anticipated by management, may be
positive for the ratings.

Small Renewable Energy Producer: Zorlu RES is a small renewable
energy producer operating across the territory of Turkey via Zorlu
Dogal (three geothermal (GPP) and seven hydro plants (HPP)), Zorlu
Jeotermal (one GPP) and Rotor Elektrik Uretim (one wind power plant
(WPP)). With an installed capacity of 559MW and generation volumes
of around 2.4 billion kWh annually, including 379MW and 1.8 billion
kWh at Zorlu Dogal, the group holds less than a 1% market share in
Turkey.

Reliance on GPP: Zorlu RES produces 70% of electricity volumes and
earns over 80% of revenue from GPP, which benefits from more stable
generation and lower dependence on weather conditions than solar or
wind plants. It is one of the leaders in a small, but fast-growing
geothermal sector in Turkey with a 19% share. Zorlu RES plans to
construct additional 22MW of capacity, including 18.5MW GPP, by
2023.

Supportive Regulation: Around 80% of Zorlu RES's capacities
providing 94% of consolidated revenue in 2018-2020 benefitted from
Renewable Energy Support Mechanism (YEKDEM), a law that provides
fixed feed-in tariffs (FiTs) denominated in US dollars for 10
years. Assets under YEKDEM framework benefit from a lack of price
risk and low offtake risk as all renewable generation is purchased
by Energy Market Regulatory Authority. After 10 years, assets
switch to merchant-market terms and start selling at wholesale
prices in Turkish liras, which are 2x-3x lower than FiTs.

Rising Merchant Exposure: Fitch forecasts the share of FiT-linked
revenue to fall to 88% of consolidated revenue in 2021-2023, 78% in
2024-2025 and around 60% in 2026-2027 as FiTs for GPP capacity of
80MW, 45MW and 165MW expire in 2023, 2025 and 2027. This will
weaken the group's business and financial profiles due to
decreasing revenue visibility and rising FX mismatch. However,
rising merchant exposure will be gradual, which should give the
group sufficient time to adapt its business strategy and capital
structure. Zorlu RES will amortise around 40% of consolidated debt
by 2026, mitigating the increasing merchant exposure.

Positive Free Cash Flow (FCF): Fitch forecasts the deconsolidated
group to generate positive FCF starting from 2023 after completion
of several expansionary projects. This is backed by strong
profitability, a very low cost base and small maintenance capex
needs, supporting the credit profile. Fitch expects Zorlu Dogal's
EBITDA averaging USD125 million over 2021-2025 will mainly be
directed towards interest payments and amortisations of the
subsidiary's project-finance debt averaging USD41 million and USD81
million, respectively.

Challenging Operating Environment: The ratings incorporate FX
volatility and operating-environment risks in Turkey. A sharp fall
in Turkish lira of around 15% against the US dollar since the
replacement of the governor of the Central Bank on 20 March 2021
and prospects of an erosion in international reserves or severe
stress in the corporate or banking sectors create risks for the
stability of YEKDEM. A compromised YEKDEM could threaten the stable
US dollar-linked tariffs for renewable energy producers, for Zorlu
RES's business processes and for smooth currency conversion.

Part of a Larger Group: Zorlu RES is part of a larger Zorlu Enerji
Elektric Uretim AS (Zorlu Enerji) and, ultimately, Zorlu Holding.
Zorlu Enerji is present across the utility value chain in Turkey
and also has generating assets in Israel and Pakistan. Zorlu RES is
the largest part of the parent's business and the companies share
top management teams, treasury functions and BoD members. Zorlu RES
accounts for around 50% of Zorlu Enerji's operating cash flow.

Standalone Profile Drives Rating: Fitch expects Zorlu RES's
bondholders to benefit from proposed covenants that will restrict
dividend payments, loans to the parent and other affiliate
transactions. Fitch therefore views the overall parent links as
weak and focus Fitch's analysis on a standalone Zorlu RES.

DERIVATION SUMMARY

Zorlu RES has a stronger business profile than Ukraine-based
renewable energy producer DTEK Renewables B.V. (B-/Stable) due to
lower counterparty risk of the renewable energy off-taker in Turkey
than in Ukraine, more established regulation, higher cash-flow
predictability and a stronger operating environment. Zorlu RES's
business profile also compares well with that of Uzbekistan-based
hydro power generator Uzbekhydroenergo JSC (UGE, B+/Stable, SCP
'b') on the back of a stronger regulatory framework with long-term
tariffs and better asset quality.

Zorlu RES lacks the size and scale of Russia-based electricity
generator Public Joint-Stock Company Territorial Generating Company
No. 1 (TGC-1, BBB/Stable, SCP 'bbb-'), which produces around half
of electricity from HPPs. TGC-1 also benefits from an established
capacity market in Russia with good revenue visibility and has
lower counterparty risk. Among Turkish peers, Zorlu RES has a
slightly weaker business profile than Enerjisa Enerji A.S. and
Baskent Elektrik Dagitim A.S. (both AA+(tur)/Stable) due to higher
cash-flow predictability of regulated electricity distribution than
Zorlu RES's mix of quasi-regulated FiT and merchant exposure.

Zorlu RES's financial profile is a rating constraint. Its leverage
and coverage ratios are much weaker than that of UGE, TGC-1,
Enerjisa and Baskent, but comparable to DTEK Renewables'. This is
partially offset by the Zorlu RES's strong profitability and
positive FCF expectations, which should support deleveraging.

KEY ASSUMPTIONS

-- GDP growth in Turkey of 6.7% in 2021, 4.7% in 2022 and 4%
    annually in 2023-2025. Inflation of 14% in 2021, 10% in 2022
    and 9% in 2023-2025;

-- Electricity generation volumes 3%-5% below management
    forecasts for the next five years;

-- US dollar-denominated tariffs as approved by the regulator and
    merchant price increasing below CPI in Turkish liras for the
    next five years;

-- Operating expenses in Turkish liras to increase slightly below
    inflation rate until 2025;

-- Dividends received from Zorlu Dogal averaging USD8 million
    over 2022-2023;

-- Capex close to management forecasts for the next five years;

-- Dividend outflow of around 50% of previous year's pre-dividend
    deconsolidated FCF starting from 2023.

KEY RECOVERY RATING ASSUMPTIONS

For issuers with IDRs of 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
rating is derived from the IDR and the relevant Recovery Rating
(RR) and notching, based on the going-concern enterprise value (EV)
of the company in a distressed scenario or its liquidation value.

-- Zorlu RES would be a going concern (GC) in bankruptcy and that
    the company would be reorganised rather than liquidated.

-- A 10% administrative claim.

-- The assumptions cover the guarantor group only and includes
    Zorlu Jeotermal and Rotor Elektrik Uretim.

GC Approach

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

-- The GC EBITDA is estimated at around USD27 million;

-- An enterprise value (EV) multiple of 5x.

-- With these assumptions, Fitch's waterfall generated recovery
    computation (WGRG) for the senior unsecured notes is in the
    'RR4' band, indicating a 'B-(EXP)' instrument rating. The WGRC
    output percentage on current metrics and assumptions was 41%.

RATING SENSITIVITIES

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

-- Improved financial profile with FFO gross and net leverage
    below 6.5x and 5.5x, respectively, and FFO interest cover
    above 1.7x on a sustained basis.

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

-- Liquidity ratio falling below 1x;

-- Generation volumes well below current forecasts, a sustained
    reduction in profitability or a more aggressive financial
    policy leading to FFO gross and net leverage above 8x and 7x,
    respectively, and FFO interest cover below 1x on a sustained
    basis;

-- Disruption of payments from Energy Market Regulatory
    Authority, reduction of FiTs or cancellation of FiTs' hard
    currency linkage or assets switching to merchant price faster
    than assumed in the existing business plan.

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

Fitch views Zorlu RES's liquidity prior to refinancing as weak, but
manageable. At end-2020, the consolidated group had available cash
of TRY418 million (USD57 million), a revolving credit line of
TRY220 million (USD30 million) and Fitch-expected FCF in 2021 of
TRY480 million (USD60 million) against short-term debt of TRY1,251
million (USD170 million). Liquidity risk is partially mitigated by
the fairly stable quasi-regulated business, which should ease
access to bank funding.

At end-2020, Zorlu RES's debt consisted of an TRY1,463 million
(USD199 million) shareholder loan and TRY6,659 million (USD907
million) at operating companies level. The FX structures of debt
and revenue were well-matched as over 90% of debt was in US dollars
against over 90% of US dollar-linked revenue in 2020.

Zorlu RES is planning to issue bonds to refinance debt at operating
companies, except for the major part of Zorlu Dogal loan, and
partially repay the shareholder loan, with the conversion of the
remainder into equity. In Fitch's view, refinancing will
significantly improve the group's liquidity profile in Fitch's
deconsolidated scope with no debt maturities over the next four
years.

Zorlu RES's FX exposure will gradually become less balanced as the
share of US dollar-linked revenue falls to 88% in 2021-2023, 78% in
2024-2025 and around 60% in 2026. This will limit financial
flexibility and increasingly expose the group to a volatile USD/TRY
exchange rate.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Fitch's rating analysis focuses on Zorlu RES deconsolidating
    EBITDA and debt of Zorlu Dogal, but including dividends from
    Zorlu Dogal.

-- Other operating income and expenses are not part of EBITDA.

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.


ZORLU YENILENEBILIR: S&P Assigns Prelim. 'B-' ICR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' preliminary long-term issuer
credit rating to Zorlu Yenilenebilir Enerji A.S. (Zorlu
Renewables), a small, Turkey-based electricity generator with 559
megawatts (MW) of installed capacity, assuming the company places
the bond as presented to them.

S&P sid, "We also assigned the preliminary 'CCC+' issue-level
rating to the proposed $350 million bonds because we consider them
to be subordinated to the secured debt at the company's main
operating subsidiary, Dogal.

"The stable outlook reflects the stability of cash flow brought by
the Yekdem tariffs and our expectation of stable operating
performance.

Zorlu Renewables is a small-scale generator operating in a
high-risk country. The company has 559MW of installed power
generation capacity, of which 55% is geothermal, 24% wind, and 21%
hydro. In 2020, Zorlu Renewables generated 2.2 terawatt-hours (TWh)
of electricity, which is 0.7% of Turkey's total power generation.
Zorlu Renewables' assets represent less than 1% of the country's
total generating capacity. In line with its main peers, DTEK
Renewables and GGU, Zorlu Renewables is a very small player, which
makes it more sensitive to any change in the operating environment.
All its assets are located in Turkey, which S&P considers to have
high country risks, highlighted by a weak banking system and the
local currency's heightened volatility. However, we assess
geothermal generation to be less volatile than other types of
renewables, with relatively high load factors of 57% for 2020 and
64% for 2019, compared with 28% and 31%, respectively, for wind and
30% and 34% for hydro.

The existing feed-in Yekdem tariff is supporting the company's cash
flow generation. Zorlu Renewables operates under the favorable
Yekdem feed-in tariff renewable energy support mechanism,
established in 2005, and this is supporting the company's cash flow
generation. Yekdem's key features for existing stations are
beneficial for the company, because renewables output is acquired
as a "must-run", and the tariffs are U.S. dollar-linked (with
monthly adjustments), set for 10 years after the plant is
commissioned, and about double the free market electricity price.
This is helping Zorlu Renewables maintain solid profitability
(versus 78% EBITDA margins in 2020) until Yekdem expires.
Currently, three geothermal power stations (390MW in total) are
operating under Yekdem, expiring in 2023, 2025, and 2027. That
translates into 73% of the company's 2020 electricity output and
96% of the company's 2020 EBITDA being covered by Yekdem. With an
estimated gradual decline of EBITDA to 90% in 2022 and 80% in 2024,
the feed-in-tariff for certain stations will expire, and the
exposure to merchant electricity prices will gradually grow.

For new stations, Yekdem is less supportive, but that has only a
modest impact on Zorlu Renewables. In January 2021, the regulator
updated the Yekdem terms for stations that will be commissioned
between July 2021 and December 2025. The new tariffs for geothermal
energy will be Turkish lira-denominated, most likely with quarterly
adjustments for inflation, dollar, and euro exchange rates, and
generally much lower than the existing feed-in-tariff for already
operating plants. Notably, for geothermal stations, the new Yekdem
will be about half of the existing rate. For Zorlu Renewables, this
will only affect the planned expansion projects: the 3.5MW solar
plant (to be put into operation in 2021), and two stations adding
36MW in total to its geothermal asset (2023).

S&P said, "In our base case, we do not assume any revision to the
Yekdem terms already in place for the company, but we acknowledge
that this might have a substantial effect on the company's business
and cash flow generation. There have been no attempts to intervene
into the regulation previously, but our concerns stem from
volatility in the country's financial markets, a weakening lira,
and generally a sizable gap between Yekdem and spot electricity
prices.

"We anticipate that the company will remain highly leveraged in
2021-2022. Zorlu Renewables has relatively high debt levels, and we
expect FFO to debt of about 10%-11% and debt to EBITDA of 5.5x-6.0x
in 2021-2022 (from 7.6% and 7.0x, respectively, in 2020). This is
thanks to production's return to historical levels (2020 results
were affected by some repairs), and the expected conversion of
about $134 million of shareholders' debt into equity as a part of
the planned bond issuance. In addition, we understand that the
pressure from capex will be only moderate, with about $30 million
spending in 2021 and 2022, translating into annual positive FOCF of
Turkish lira (TRY) 550 million-TRY580 million (TRY513 million in
2020), which we expect the company to keep on balance sheet.
Although we calculate all credit ratios on a gross basis because of
the company's exposure to the weak local banking system, its
untested financial policy priorities, and our assessment of its
business risk profile, the availability of these funds will
alleviate the refinancing risk when the proposed bond comes due in
2026 at a time when the company will benefit from less support from
the Yekdem tariffs. Although Zorlu Renewables' debt is denominated
in U.S. dollar, Yekdem tariffs provide a natural hedge."

Weaker credit quality of the wider group constrains our rating on
the company. Zorlu Renewables is a 100%-owned subsidiary of Zorlu
Enerji, which is in turn 78.8% owned by Zorlu Holding. Zorlu
Holding group, which reported $5.4 billion of revenue and $950
million of EBITDA in 2019, is a large diversified conglomerate
comprising assets in consumer electronics, energy, real estate,
textile, and mining. Zorlu Renewables is a relatively small
contributor to Zorlu Holding's EBITDA, but it is key to Zorlu
Enerji's strategy. Many operational and financial functions, as
well as strategic decision making for Zorlu Renewables, are at the
Zorlu Enerji level.

S&P said, "We view the credit quality of Zorlu Enerji and Zorlu
Holding as weaker than that of Zorlu Renewables on a stand-alone
basis. We assess Zorlu Renewables stand-alone credit profile at
'b'. This view is underpinned by very heavy leverage and high
interest costs (with FFO to debt in the range of 1%-3% for Zorlu
Holding and 3%-4% for Zorlu Enerji), high historical reliance on
short-term debt and rollovers, sizable related-party transactions,
and a track record of cash upstreaming (from Vestel and Zorlu
Enerji to Zorlu Holding). We incorporate the probability of
negative group intervention into our rating on Zorlu Renewables,
and we cap the issuer credit rating at 'B-'.

"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation of the proposed
notes. The preliminary rating is based on our assumption that Zorlu
Renewables will place the $350 million bond at 7%-9% coupon rate,
use th proceeds to refinance $144 million third-party debt plus $70
million shareholder debt, and convert $137 million of Zorlu
Enerji's debt into equity. Accordingly, the preliminary ratings
should not be construed as evidence of a final rating. If S&P
Global Ratings does not receive final documentation within a
reasonable timeframe, or if final documentation departs from
materials reviewed, we reserve the right to withdraw or revise our
ratings. Potential changes include, but are not limited to: the
utilization of bond proceeds: maturity, size, interest, and other
conditions of the bonds; financial and other covenants; and
security and ranking of the bonds.

"The stable outlook reflects our view that the risks associated
with the weaker overall group credit quality of Zorlu Holding, U.S.
dollar-denominated debt, and the company's small scale of
operations are balanced by the dollar-linked favorable Yekdem
tariffs, projected positive FOCF, adequate liquidity, and
management's intentions to keep FOCF in the company.

"In our base case, we anticipate the company's generation volumes
will return to historic levels after the completion of maintenance
and repairs. Based on this, we project the company's metrics will
be 10%-11% FFO to debt and 5.5x-6.0x debt to EBITDA, which we find
adequate for the 'b' SACP."

Downward pressure on the rating might appear if:

-- There are unexpected, unfavorable regulatory revisions of the
Yekdem tariffs (for example, not protecting the company from
foreign exchange fluctuations);

-- There is stress on the company's liquidity; or

-- There are instances of negative group interventions (such as
cash upstreaming, mergers and acquisitions [M&A] transactions, or
aggressive dividends).

S&P said, "Ratings upside is limited over the next two years, in
our view, given that our rating on Zorlu Renewables incorporates
our assessment of the credit quality of Zorlu Holding, which is
more highly leveraged and reliant on short-term funding. An upgrade
of Zorlu Renewables could stem from Zorlu Holding deleveraging and
strengthening liquidity, with short-term debt fully covered by
committed liquidity sources.

"We could revise up our assessment of Zorlu Renewables' SACP to
'b+', Zorlu Renewables has to demonstrate a track record of
stronger credit metrics with FFO to debt comfortably above 12%,
without negative interventions from the parent or liquidity
stresses. This, however, would not automatically lead us to raise
our rating on the company, because such would still depend on our
view of the wider group's credit quality."




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

AMANDA WAKELEY: Seeks Buyer for Business Following Administration
-----------------------------------------------------------------
Business Sale reports that a buyer is being sought for British
fashion brand Amanda Wakeley after the company fell into
administration due to the COVID-19 pandemic.

The luxury fashion brand, known for its bridal and occasion wear,
saw its trading performance at its flagship Mayfair store and
concessions suffer as a result of lockdown, Business Sale
discloses.

The company continued trading through its online store and premium
shopping channels, Business Sale notes.  However, like many luxury
fashion brands, its sales were hit by a lack of demand for occasion
wear, with events largely cancelled or restricted due to social
distancing and lockdown measures, Business Sale relates.

According to Business Sale, the company was in need of capital
investment in order to proceed, but this was not forthcoming.  It
has therefore appointed Clare Lloyd and Colin Hardman of Smith &
Williamson LLP as joint administrators, Business Sale relays.

"Despite an extensive marketing process, attracting significant
interest, and a huge effort from Amanda Wakeley and the Company's
staff, it was not possible to find a buyer for the business.  The
board therefore had to make the difficult decision to place the
Company into administration," Business Sale quotes joint
administrator Colin Hardman as saying.


BERG FINANCE 2021: DBRS Gives Prov. BB(high) Rating on E Notes
--------------------------------------------------------------
DBRS Ratings GMBH assigned provisional ratings to the following
notes to be issued by Berg Finance 2021 DAC (the Issuer):

-- Class A notes at AAA (sf)
-- Class B notes at AA (low) (sf)
-- Class C notes at A (low) (sf)
-- Class D notes at BBB (low) (sf)
-- Class E notes at BB (high) (sf)

All trends are Stable.

The Issuer is a EUR 295.3 million securitization (the Transaction)
of two senior commercial real estates (CRE) loans: Big Mountain
(EUR 148.3 million) and Sirocco (EUR 150.8 million). The two loans
were advanced by Goldman Sachs Bank Europe SE (Goldman Sachs
Europe) to unrelated independent borrowing entities. The loans in
aggregate are secured against 29 predominantly office assets in the
Netherlands, France, Austria, Finland, and Germany.

BIG MOUNTAIN

The Big Mountain loan relates to a term loan facility granted to
the 14 Big Mountain borrowers on 17 March 2021. The purpose of the
loan was for the sponsor, Fortress Investment Group LLC, to finance
and partly refinance the acquisition of certain target companies in
the Stena AB group, which owns 25 office assets in the Netherlands
and in France. Furthermore, the loan refinanced the existing
intragroup indebtedness.

The EUR 148.3 million loan is secured by 18 predominantly freehold
office assets in the Netherlands' Randstad region and by seven
freehold office assets in France's Sophia Antipolis technology
park, the largest office market on the French Riviera. On 30
November 2020, Cushman & Wakefield plc (C&W) carried out valuations
on the Dutch properties and appraised their market value at EUR
145.5 million. On December 3, 2020, Savills plc (Savills) conducted
valuations on the French properties and appraised their market
value at EUR 102.9 million. In aggregate, the market value for the
entire portfolio is EUR 248.4 million and the Big Mountain loan
represents a loan-to-value (LTV) ratio of 59.7%. The valuers' net
operating income (NOI) is EUR 17.5 million, implying a net initial
yield (NIY) of 7.0% and a day-one debt yield (DY) of 11.8%. As of
March 2021, the portfolio was 87% occupied by 238 unique tenants
with the largest 10 tenants accounting for 40.5% of the EUR 19.0
million in-place gross rental income (GRI). DBRS Morningstar's
long-term stable net cash flow (NCF) assumption for the Big
Mountain portfolio is EUR 12.6 million and DBRS Morningstar's
long-term value for the portfolio is EUR 170.9 million.

The target acquisition included 16 employees, five of which are
based in France and 11 of which are based in the Netherlands;
however, a letter of credit (LOC) has been put in place to cover
any costs associated with the employees. DBRS Morningstar believes
that such LOC is sufficient to mitigate any employee
ownership-related risk and, therefore, did not make any value
adjustment.

The loan is interest only and bears interest equal to three-month
Euribor plus a loan margin of 3.13%, which increases to a margin of
3.38% after the second anniversary of the date of the facility
agreement. The interest rate risk is to be fully hedged by a
prepaid cap with a maximum strike rate of 1.5% provided by a hedge
provider with a rating plus relevant triggers, as at the cut-off
date, commensurate with that of DBRS Morningstar's rating
criteria.

The Big Mountain loan has LTV and DY covenants for cash trap and
events of default (EODs). The LTV cash trap covenant is set at
77.5% in year one, 75.0% in year two, 65.0% in year three, and
40.0% in year four. The DY cash trap covenant is triggered if the
DY falls below 7.2% within year one, below 8.5% in year two, or
below 9.0% in years three and four. The LTV default covenants are
set at 82.5% in year one, 80.0% in year two, 70.0% in year three,
and 60.0% in year four. The DY default covenant is triggered if the
DY falls below 6.2% within year one, below 7.5% within year two, or
below 8.0% within years three and four.

The initial loan maturity date is in April 2023; however, two
one-year extension options are available provided that (1) no loan
EOD is continuing and (2) hedging agreements in respect of the
relevant extended period have been entered into which comply with
the terms of the facility agreement.

SIROCCO

The Sirocco loan relates to a term loan facility granted to four
Sirocco borrowers. The purpose of the loan was for the sponsors,
Ares European Real Estate Fund V SCSp and Ares European Real Estate
Fund V (Dollar) SCSp, to refinance existing indebtedness and to
finance or refinance permitted capital expenditure projects.

The EUR 150.8 million loan is secured against four freehold office
assets in Vienna, Austria; Rotterdam, Netherlands; Helsinki,
Finland; and Ratingen/Düsseldorf, Germany. In March 2021, Jones
Lang Lasalle Incorporated (JLL) carried out valuations on all four
properties and, in aggregate, appraised their market value at EUR
237.5 million. As a result, the Sirocco loan represents a LTV ratio
of 63.5%. The valuers' NOI is EUR 11.6 million, implying a NIY of
4.9% and a day-one DY of 7.7%. As of February 2021, the portfolio
was 83% occupied by 56 unique tenants with the largest 10 tenants
accounting for 56.1% of the EUR 13.2 million in-place GRI. DBRS
Morningstar's long-term stable NCF assumption for the Sirocco
portfolio is EUR 10.3 million and DBRS Morningstar's long-term
valuation of the portfolio is EUR 171.1 million.

The loan bears interest equal to three-month Euribor plus a loan
margin of 3.75%. The interest rate risk is fully hedged by a
prepaid cap with a strike rate of 1.75% provided by a hedge
provider with a rating plus relevant triggers, as at the cut-off
date, commensurate with that of DBRS Morningstar's rating criteria.
Starting 18 months after the loan utilization date, the borrower is
required to amortize the loan by 0.25% of the outstanding amount of
the Sirocco loan per quarter until the second loan anniversary
date, after which the repayment steps up to 0.50% of the
outstanding amount of the loan at each quarterly payment date.
After the third anniversary of the loan utilization date and until
the fourth anniversary date, the quarterly repayment steps up to
0.75% of the outstanding loan amount.

The Sirocco loan has LTV and DY covenants for cash trap and EODs.
The LTV cash trap covenant is set at 70.99% and the DY cash trap
covenant is triggered if the DY falls below 6.75%. The LTV default
covenant is set at 80.99% and the DY default covenant is triggered
if the DY falls below 5.81%.

The initial loan maturity date is in April 2024; however, two
one-year extension options are available provided that (1) no loan
EOD is continuing and (2) hedging agreements in respect of the
relevant extended period have been entered into which comply with
the terms of the facility agreement.

In aggregate, DBRS Morningstar's NCF and valuation for the Big
Mountain portfolio and the Sirocco portfolio are EUR 22.91 million
and EUR 343.97 million, respectively, implying a blended cap rate
of 6.7%. Also in its evaluation and in relation to the Big Mountain
properties, DBRS Morningstar made a qualitative adjustment to its
rating hurdles to give benefit to the prescribed release price,
ranging from the higher of (1) an amount equal to the 115% of the
allocated loan amount for that property and (2) an amount equal to
the 73% of the disposal proceeds for that property, which resulted
in a one-notch enhancement to DBRS Morningstar's ratings on the
Class B and Class C notes.

Based on the premise that the two loans will be fully extended, the
Transaction is expected to repay in full by 22 April 2026. If the
loans are not repaid by then, the Transaction will have seven years
to allow the special servicer to work out the loan(s) by April 2033
at the latest, which is the legal final maturity date.

The Transaction features a Class X interest diversion structure.
The diversion trigger is aligned with the financial covenants of
the loans; once triggered, any interest and prepayment fees due
(or, where such Class X diversion trigger event relates to one loan
only, a portion thereof attributable to such loan) to the Class X
certificateholders will instead be paid directly into the Issuer's
transaction account and credited to the Class X diversion ledger.
The diverted amount will be released once the trigger is cured or
waived; only following the expected note maturity or the delivery
of a note acceleration notice can such diverted funds be used to
amortize the notes and the issuer loan.

On the closing date, the Issuer will establish a reserve that will
be credited with the initial issuer liquidity reserve required
amount. Part of the noteholders' subscription for the Class A notes
will be used to provide 95% of the liquidity support for the
Transaction, which is initially set at EUR 11.8 million or 4.4% of
the total outstanding balance of the notes. The remaining 5% will
be funded by the issuer loan. DBRS Morningstar understands that the
liquidity reserve will cover the interest payments to Classes A to
D and the corresponding payments due on the Issuer Loan, the
reserve may also be used to fund expenses shortfalls and property
protection shortfalls. No liquidity withdrawal can be made to cover
shortfalls in funds available to the Issuer to pay any amounts in
respect of interest due on the Class E notes. The Class D and Class
E notes are subjected to an available funds cap where the shortfall
is attributable to an increase in the weighted-average margin of
the notes.

Based on a blended cap strike rate of 1.63% and a Euribor cap of
5.00% for the two loans, DBRS Morningstar estimated that the
liquidity reserve will cover 18 months of interest payments and
eight months of interest payments, respectively, assuming the
Issuer does not receive any revenue.

To maintain compliance with applicable regulatory requirements,
Goldman Sachs Europe will retain an ongoing material economic
interest of no less than 5% of the securitization via an issuer
loan, which will be advanced by Goldman Sachs Europe.

The ratings will be finalized upon receipt of execution versions of
the governing transaction documents. To the extent that the
documents and information provided to DBRS Morningstar as of this
date differ from the executed version of the governing transaction
documents, DBRS Morningstar may assign different final ratings to
the notes.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
tenants and borrowers. DBRS Morningstar anticipates that vacancy
rate increases and cash flow reductions may continue to arise for
much commercial mortgage-backed security (CMBS) borrowers, some
meaningfully. In addition, CRE values will be negatively affected,
at least in the short term, affecting refinancing prospects for
maturing loans and expected recoveries for defaulted loans.

Notes: All figures are in Euros unless otherwise noted.


COOMBS CANTERBURY: Bought Out of Administration by RJ Barwick
-------------------------------------------------------------
Grant Prior at Construction Enquirer reports that Coombs
Canterbury, one of Kent's oldest contractors, has been revived
after falling into administration last December.

Coombs Canterbury went down after more than 50 years in business
blaming Brexit uncertainty and the pandemic, Construction Enquirer
relates.

According to Construction Enquirer, RJ Barwick Ltd purchased the
goodwill and brand from the administrator and the Coombs name is
now up and running again as a trading division of Barwick.

Unsecured creditors were owed GBP3.5 million when Coombs Canterbury
went into administration, Construction Enquirer discloses.


EDML BV 2018-2: DBRS Puts BB(high) Rating on E Notes Under Review
-----------------------------------------------------------------
DBRS Ratings GmbH placed the following ratings Under Review with
Positive Implications:

Cartesian Residential Mortgages 5 S.A.

-- Class B Notes rated AA (sf)
-- Class C Notes rated A (sf)
-- Class D Notes rated BBB (high) (sf)

EDML 2018-2 B.V.

-- Class B notes rated AA (sf)
-- Class C notes rated A (sf)
-- Class D notes rated BBB (sf)
-- Class E notes rated BB (high) (sf)

DBRS Morningstar also rates the Class A notes in both transactions,
but did not place these Under Review – Positive as they are
already rated AAA (sf).

KEY RATING DRIVERS AND CONSIDERATIONS

On April 30, 2021, DBRS Morningstar finalized its "European RMBS
Insight: Dutch Addendum" (the Dutch Addendum) and corresponding
European RMBS Insight Model v.5.1.0.0 (the Model). The Methodology
and the Model supersede the prior versions published on March 13,
2020.

The Dutch Addendum and Model present the criteria for which Dutch
residential mortgage-backed securities ratings and, where relevant,
Dutch covered bond ratings, are assigned and/or monitored.

Considering the framework, the tranches placed Under Review –
Positive are those that are more affected by the changes introduced
in the finalized Methodology.

Notes: All figures are in Euros unless otherwise noted.


ELIZABETH FINANCE 2018: DBRS Cuts Rating on Class D Notes to Bsf
----------------------------------------------------------------
DBRS Ratings Limited downgraded its ratings on the Class C and
Class D Notes of Elizabeth Finance 2018 DAC (the Issuer) as
follows:

-- Class C Notes to BBB (low) (sf) from BBB (sf)
-- Class D Notes to B (sf) from B (high) (sf)

DBRS Morningstar confirmed the ratings on the remaining classes as
follows:

-- Class A Notes at AA (high) (sf)
-- Class B Notes at A (low) (sf)
-- Class E Notes at B (low) (sf)

The trends on all classes of notes remain Negative because of the
exposure of the last remaining loan to the challenges facing the UK
retail sector, as it bears the economic consequences of the
Coronavirus Disease (COVID-19) pandemic, as well as increasing
competition from online sales.

Elizabeth Finance 2018 DAC is a securitization of initially two
British senior commercial real estate loans advanced by Goldman
Sachs International Bank. The GBP 20.4 million MCR loan (GBP 21.1
million at inception) repaid in full on the Q3 2020 interest
payment date (IPD). The GBP 46.7 million Maroon loan (GBP 69.6
million at inception), secured by three secondary shopping centers
(two in the UK and one in Scotland) is still outstanding instead.
The loan is currently in special servicing following the failure of
the Maroon borrower (under the control of the mezzanine lender) to
cure for a second time the 75% loan-to-value (LTV) covenant breach
(the first LTV breach was cured by the mezzanine lender in July
2019 through a partial loan prepayment of GBP 1.2 million). The
initial special servicer of the Maroon Loan, CBRE Loan Services
Limited (CBRELS), agreed to a standstill until the initial loan
maturity in January 2021. It was also agreed that three months
before such maturity, the Maroon borrower would have provided an
exit strategy showing how it expected to repay the loan in full on
the initial maturity date.

The exit strategy provided by the Maroon borrower was not
considered satisfactory by the special servicer. As a result, in
October 2020, CBRELS decided to accelerate the loan and
subsequently fixed charges receivers were appointed by the common
security agent with the aim of disposing of the assets in a timely
manner. However, in March 2021, the controlling Class D noteholders
decided to replace CBRELS with Mount Street Mortgage Servicing.
DBRS Morningstar understands that the new special servicer will
temporarily suspend the sale of the assets and will try to
implement asset management initiatives to improve and stabilize the
portfolio's net operating income as well as wait for a likely
pickup of the retail investment market following the expected ramp
down of the coronavirus pandemic (DBRS Morningstar's downgrades of
the Class C and Class D Notes are not directly a result of the
change in the special servicer per se).

DBRS Morningstar's underwriting assumptions consider a net cash
flow (NCF) of GBP 5.6 million and a long-term stabilized cap rate
of 9.5%, resulting in a DBRS Morningstar stressed value of GBP 59.4
million (or 109% LTV). This represents a 13.7% haircut to the
latest revaluation finalized by CBRE in March 2020 and concludes a
portfolio market value of GBP 68.9 million. Based on the latest
available investor report restated on February 17, 2021, the
transaction could still rely on a relatively sound debt service
coverage ratio of 1.55x and an overall 2020 collection rate of
81.02% (Kingsgate 90.01%, The Rushes 76.14%, and Vancouver Quarter
71.65%). In DBRS Morningstar's opinion, these figures should back
the ability of the loan to continue serving its debt in the short
to medium term.

The Maroon loan had an initial maturity date of January 2021 and
two one-year extension options were initially provided in the
facility agreement, provided the loan was still compliant with its
default covenants. Because of the outstanding event of default, the
Maroon borrower was unable to exercise the extension option, but
with the final note maturity scheduled in July 2028, the
transaction still provides the special servicer with sufficient
time to workout the loan.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
tenants and borrowers. DBRS Morningstar anticipates that vacancy
rate increases and cash flow reductions may continue to arise for
many CMBS borrowers, some meaningfully. In addition, commercial
real estate values will be negatively affected, at least in the
short term, impacting refinancing prospects for maturing loans and
expected recoveries for defaulted loans. The ratings are based on
additional analysis in relation to expected performance as a result
of the global efforts to contain the spread of the coronavirus.

Notes: All figures are in British pound sterling unless otherwise
noted.


GFG ALLIANCE: Australia May Need to Draw Up Contingency Plan
------------------------------------------------------------
Jamie Smyth and Sylvia Pfeifer at The Financial Times report that
Australia's government is coming under mounting pressure to spell
out contingency plans if industrialist Sanjeev Gupta is unable to
secure emergency financing to save metals operations that employ
thousands.

The announcement from the UK's Serious Fraud Office on May 14 that
it has launched a probe into GFG Alliance, Mr. Gupta's sprawling
conglomerate, over suspected fraud and money laundering, has
deepened fears among thousands of Australian steelworkers who had
hoped a rescue deal was close, the FT relates.

The industrialist's main Australian assets are steelworks in the
South Australian city of Whyalla and a coking coal mine in Tahmoor,
the FT discloses.

According to the FT, Rex Patrick, a senator for South Australia,
said the revelations of the SFO probe "cast a seriously thick cloud
over whether the group will be able to secure and retain
financing".

"Australia must not, under any circumstances, see this sovereign
steelmaking capability disappear.  It is of manufacturing, national
resilience and national security significance," the FT quotes Mr.
Patrick as saying.

Mr. Gupta's empire has been trying to secure new financing since
March when Greensill Capital, its main lender, collapsed into
administration, the FT recounts.

Hours after the SFO disclosed its probe, White Oak Global Advisors,
a San Francisco-based private finance firm that had been in talks
to provide loans to GFG's Australian and UK steelworks, said it
could no longer continue the talks, the FT relays.

It then appeared to row back on those remarks in a further
statement that it remained in talks to refinance the Australian
steelworks, according to the FT.  The talks are continuing, people
familiar with the matter said on May 16.

GFG has denied wrongdoing and pledged to "co-operate fully" with
the SFO probe, the FT notes.

Eddie Hughes, a former steelworker and now an MP in South
Australia, said that while there was underlying confidence in the
viability of the Whyalla plant, it would be irresponsible if the
state and federal governments were not putting in place contingency
plans to ensure GFG's Australian businesses could continue if a
funding deal did not progress.

He said it was important that GFG's different Australian
businesses, which include the Whyalla steelworks, iron ore mines
and Infrabuild, a steel manufacturing and recycling division, are
not split up and sold off separately in the event GFG collapses.

Credit Suisse is seeking the wind-up of Whyalla's steelworks to
recoup losses on invoices, which Greensill packaged into bonds and
the Swiss bank sold to its customers.


ITHACA ENERGY: Moody's Affirms B1 CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service changed Ithaca Energy Limited's (Ithaca,
the company) outlook to stable from negative; concurrently, Moody's
has affirmed the company's B1 Corporate Family Rating and the B1-PD
Probability of Default Rating, as well affirming the B3 EUR500
million Backed Senior Unsecured Notes due 2024 issued by Ithaca
Energy (North Sea) plc. The outlook of Ithaca Energy (North Sea)
plc was also changed to stable from negative.

RATINGS RATIONALE

The outlook stabilisation reflects Moody's expectation that the
recent improvements in the oil and gas prices and the substantial
hedge book in place will sustain Ithaca's operating profitability
and cash flow generation in 2021 and 2022.

In 2020, Ithaca achieved a Moody's Adjusted EBITDA of $625 million
and a production of approximately 66kboepd, in line with the
revised guidance provided by the company. This was supported by a
significant hedge book, put in place in the context of the CNSL
acquisition completed in November 2019. In addition, Ithaca reduced
capex to around $124 million compared to an original budget of
approximately $250 million, in order to protect Ithaca's cash flow
and liquidity position in a low price environment. The capex
reduction, together with the reset of 2021/22 hedging that resulted
in $155 million cash proceeds, allowed the company to distribute
$120 million in dividends to the shareholder and to pay $57 million
of deferred consideration related to the Petrofac acquisition,
while achieving a $330 million net debt reduction, keeping Moody's
adjusted leverage relatively low at 2.0x. Since the beginning of
2021, the company has repaid additional $150 million of drawings
under its RBL.

In 2021, Moody's expects Ithaca's production to moderately decline
to 60-65 kboepd compared to around 66 kboepd in 2020, given the
maturing reserves and the lack of significant drilling activity in
2020, except for the Vorlich field, where production was started in
November 2020.

Taking into account the group's current hedge book and assuming an
average Brent price of $55/barrel, NBP of 45 pence/therm and opex
of $15/boe, Moody's estimates that Ithaca will generate a Moody's
Adjusted EBITDA of $660 million and a Free Cash Flow of $305
million in 2021 after (i) $250 million of capex, as the company
will invest in the Stage 2 EOR Captain project, sanctioned in April
2021, (ii) Moody's expectation of a $15 million dividend to its
100% owner Delek Group (unrated) and (iii) a $10 million payment of
the contingent consideration owed to Petrofac. The cash surplus
should be largely used to repay part of the $1.1 billion RBL
outstanding at year-end 2020 and allow Ithaca to keep
Moody's-adjusted gross leverage well below 2.0x at year-end 2021;
however, Moody's highlight that the company will likely use a part
of its free cash flow for bolt-on acquisitions and for shareholders
distributions.

The B1 rating also reflects the enhanced resource base and
production profile following the CNSL acquisition. This is tempered
by the relatively short 2P reserve life of 8.6 years exhibited by
Ithaca, which will need to successfully leverage its existing
infrastructure in order to convert relatively low risk contingent
resources to reserves and sustain its production profile.

Moody's also highlights the presence of significant abandonment and
decommissioning liabilities of $1.3 billion that, although they
will result in small cash outflows over the next 2-3 years, will
likely become increasingly relevant in the medium term, limiting
the company's free cash flow generation and the capacity to incur
further financial debt.

LIQUIDITY

Ithaca's liquidity profile is adequate. Following the
redetermination of the RBL facility completed in October 2020, the
borrowing base amount was set at around $1.1 billion for the next
six months. After the payment of $100 million dividend to Delek,
Ithaca currently retains liquidity headroom of approximately $275
million including cash and undrawn RBL debt availability. The next
six-monthly RBL redetermination is expected in May 2021. The
facility starts amortising on a semi-annual basis in 2022 and
matures in 2024.

STRUCTURAL CONSIDERATIONS

Ithaca's major borrowings, including the $1.65 billion RBL facility
and $500 million senior unsecured notes, are guaranteed by
essentially all its producing subsidiaries. The two-notch
differential between the rating of the senior unsecured notes and
the CFR, reflects the substantial amount of secured liabilities
outstanding under the RBL facility, which ranks ahead of the senior
notes within the capital structure.

The notes are senior unsecured guaranteed obligations but are
subordinated in right of payment to all existing and future senior
secured obligations of the guarantors, including their obligations
under the RBL facility, which is secured by first ranking fixed and
floating charges over all the assets of the borrower and the
guarantors under the facility.

RATINGS OUTLOOK

The stable outlook reflects Moody's expectation that Ithaca will
continue to manage conservatively its balance sheet, securing a
substantial part of its production with commodity hedges and
keeping its leverage comfortably within the guidance for a B1
rating. Moody's also expects the company to continue to apply its
free cash flow generation primarily to debt reduction, while
maintaining a healthy liquidity profile.

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

While unlikely at this juncture, a rating upgrade would require
that Ithaca (i) further strengthens its resource base so that it
can lift its production above 100 kboepd and proved reserve life
into the high single digits on a sustained basis; (ii) keeps
leverage moderate with adjusted total debt to EBITDA below 1.5x;
and (iii) maintains a solid liquidity profile.

Conversely, the ratings could come under pressure should Ithaca
fail to (i) maintain adequate liquidity and headroom under its RBL
facility; (ii) generate sufficient free cash flow to maintain
Moody's adjusted gross leverage below 2.5x; (iii) use some of the
financial headroom to invest into developing new resources in order
to sustain its production profile and maintain an adequate reserve
life. In addition, Moody's highlights that any material weakening
of Delek's credit profile may have an effect on Ithaca's rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

PROFILE

Ithaca Energy Limited is a UK-based independent exploration and
production company with all its assets and production in the United
Kingdom Continental Shelf (UKCS) region of the North Sea. The
company's growth strategy is focused on the appraisal and
development of undeveloped discoveries while maximizing production
from its existing asset base. In 2020, Ithaca's production averaged
66kboepd (63% liquids) and the company achieved a Moody's adjusted
EBITDA of $620 million.


JAGUAR LAND: Moody's Affirms B1 CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has changed the outlook to stable from
negative for Jaguar Land Rover Automotive Plc (company or JLR).
Concurrently, Moody's also affirmed the B1 corporate family rating,
B1-PD probability of default rating and B1 senior unsecured ratings
of Jaguar Land Rover Automotive Plc.

RATING RATIONALE

The affirmations and outlook stabilization reflect Moody's
expectation that JLR's credit metrics, such as Moody's-adjusted
debt/EBITDA, will reach levels at least commensurate with the B1
rating for fiscal 2021 and may improve further if the company
progresses towards its targets. However, execution risks remain
significant such as delivering on its cost savings and
restructuring programs, achieve its volume, market share and
pricing expectations, and deliver on the new platforms and invest
so that it delivers on the slate of new electric vehicles mostly
from fiscal 2024. The market environment also continues to pose
risks, including the current semiconductor shortage that affects
the industry more broadly and the need to meet emissions reduction
targets in key markets.

Moody's expects Moody's-adjusted debt/EBITDA to improve to well
below 6.0x for fiscal 2021, before exceptional costs, and remain at
levels at least commensurate with the expectations for a B1
thereafter. The improvement in leverage is driven by improving
profits as a result of the company's restructuring efforts,
continued solid growth in China and recovery of other key markets
such as Europe and North America over the coming quarters.

Moody's views the company's new strategy and financial targets,
announced in February 2021, as positive.[1] The strategy sets out a
clear path to electrification with Jaguar becoming a fully electric
brand and more than 60% of company sales expected to be battery
electric vehicles by fiscal 2030. The financial targets, including
a positive company-defined EBIT margin of 7% or higher by fiscal
2024 (4% or higher by fiscal 2022), disciplined investment at
around GBP2.5 billion over the next years, positive cash flow from
fiscal 2023 and a positive net cash position from fiscal 2025 all
imply significant improvement in financial metrics.

However, several key targets will also only be achieved beyond the
next 24 months and the company remains in a transition period that
carries significant execution risks. JLR needs to continue to
deliver on its cost savings and restructuring programs, achieve its
volume, market share and pricing expectations, and deliver on the
new platforms and invest so that it delivers on the slate of new
electric vehicles mostly from fiscal 2024. The management of the
Jaguar brand over the next years and its all-electric relaunch in
2025 also represents a major challenge.

While some external risks receded in the last months such as
tariffs as part of the future relationship between the UK and the
EU, the market environment continues to pose risks, including the
current semiconductor shortage that affects the industry more
broadly and the continued requirement to meet emissions reduction
targets in key markets.

JLR's liquidity profile is good. As of December 2020, the company
had GBP4.5 billion of cash and short-term investments on the
balance sheet and access to the fully undrawn and committed GBP1.9
billion revolving credit facility due July 2022 (of which GBP1.31
billion was extended to March 2024 recently). Meaningful working
capital volatility, typically between fiscal Q4 (January to March)
and fiscal Q1 (April to June) due to higher seasonal sales and
manufacturing activity in Q4 requires meaningful ongoing cash. The
company's debt maturity profile is generally well balanced with the
next larger maturities being a GBP400 million bond in February 2022
and $200 million term loan in October 2022.

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

Positive pressure could arise should JLR demonstrate further
progress and track record towards achieving its targets. It would
also require (1) a sustained Moody's-adjusted Debt/EBITDA of below
5.0x; (2) an improved Moody's-adjusted EBITA margin sustainably
above 2% and (3) a sustained positive free cash flow profile.
Conversely, JLR's ratings could come under negative pressure in
case of (1) failure to demonstrate material improvements in
profitability in the next 12 to 24 months; (2) Moody's-adjusted
debt/EBITDA to consistently exceed 6.0x; or (3) a deterioration in
JLR's liquidity position as a result of continued high negative
free cash flows.

JLR is a UK manufacturer of premium passenger cars and all-terrain
vehicles under the Jaguar and Land Rover brands. JLR operates six
sites in the UK, one in Slovakia and has a joint venture (JV) in
China. The company generated 37% of fiscal 2021 unit (retail) sales
in Europe (of which 19% in the UK), 25% in North America, 25% in
China (including JV) and 13% in other Overseas markets. JLR is 100%
owned by Tata Motors Ltd, which is India's largest automobile
company. TML acquired JLR in 2008 from Ford.

Principal Methodology

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

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Jaguar Land Rover Automotive Plc

Probability of Default Rating, Affirmed B1-PD

LT Corporate Family Rating, Affirmed B1

Senior Unsecured Regular Bond/Debenture, Affirmed B1

Backed Senior Unsecured Regular Bond/Debenture, Affirmed B1

Outlook Actions:

Issuer: Jaguar Land Rover Automotive Plc

Outlook, Changed To Stable From Negative


MARSTON'S ISSUER: S&P Affirms 'BB+' Rating on Class A Notes
-----------------------------------------------------------
S&P Global Ratings affirmed and removed from CreditWatch negative
its 'BB+ (sf)' and 'B+ (sf)' credit ratings on Marston's Issuer
PLC's class A and B notes, respectively.

S&P said, "On April 17, 2020, we placed on CreditWatch negative our
ratings in this transaction to reflect the potential effect that
the U.K. government's measures to contain the spread of COVID-19
could have on both the U.K. economy and the restaurant and public
houses (pub) sectors. On July 15, 2020, we lowered our ratings on
the class B notes, and kept our ratings on the class A and B notes
on CreditWatch negative."

Marston's Issuer is a corporate securitization of the U.K.
operating business of the managed pub estate operator Marston's
Pubs Ltd. (Marston's Pubs) or the borrower. Marston's Pubs operates
an estate of tenanted and managed pubs. It originally closed in
August 2005, and was subsequently tapped in November 2007. The
borrower's ability to withstand the loss of turnover will come down
to their current level of headroom over their financial covenants
and readily available sources of liquidity.

The transaction features two classes of notes (class A and B), the
proceeds of which have been on-lent to Marston's Pubs, via
issuer-borrower loans. The operating cash flows generated by
Marston's Pubs are available to repay its borrowings from the
issuer that, in turn, uses those proceeds to service the notes.
Each class of notes is fully amortizing and S&P's ratings address
the timely payment of interest and principal due on the notes,
excluding any subordinated step-up interest.

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

Business risk profile

S&P said, "We have applied our corporate securitization criteria as
part of our rating analysis on the notes in this transaction. As
part of our analysis, we assess whether the operating cash flows
generated by the borrower are sufficient to make the payments
required under the notes' loan agreements by using a debt service
coverage ratio (DSCR) analysis under a base-case and a downside
scenario. Our view of the borrowing group's potential to generate
cash flows is informed by our base-case operating cash flow
projection and our assessment of its business risk profile (BRP),
which we derive using our corporate methodology."

Recent performance and events

-- The latest bondholder consent process concluded on March 26,
2021, with 92.6% of the noteholders voting in favor of granting
DSCR waivers up to and including Oct. 2, 2021, for the two-quarter
measurement, and up to and including Jan. 1, 2022, for the
four-quarter measurement.

-- In second-quarter 2021, trading volumes were nil across the
estate. Prior to the closure, volumes were minimal due to the
tiered system trading restrictions.

-- In the investor report quarter to October 2020 Marston's Issuer
reported annual earnings before interest taxes depreciation and
amortization (EBITDA) of GBP67 million, about 40% below the
reported fiscal year ending March 2020 (FY2019) results.

-- Following a third national lockdown in England, the U.K.
government gave the go-ahead for pubs to reopen beginning on April
12, 2021, with a tentative May 17, 2021 opening date for indoor
service. Furthermore, with the approach of the summer months,
indoor restrictions will have a muted effect on trading
performance. More promising, the speed of the rollout of the
vaccination program in the U.K. and the U.K. government's target
that the adult population be offered at least the first dose of an
available vaccine by the end of summer bode well for next autumn
and winter.

-- Restrictions have changed compared to December 2020 when pubs
were last open. Alcohol can be ordered without a substantial meal
and there is no 10 p.m. curfew. However, food and drink orders must
be made while seated at the table. The rule of six, social
distancing, and face covering away from the table are still
mandatory.

S&P said, "We continue to assess the borrower's BRP as fair,
supported by the group's position as one of the top three pub
operators in the U.K., its well invested estate, and the added
flexibility of its cost structure due to high levels of real estate
ownership. However, we note that its mostly wet-led offering
exposes the group to adverse secular trends, including the overall
decline in the consumption of alcoholic beverages."

Issuer's liquidity position

Owing to the third national lockdown in England that spanned the
first and second quarter of trading for the borrower, the issuer's
liquidity position at the end of January 2021 had deteriorated. On
the July 15, 2020, payment date the issuer drew on GBP15.0 million
from its liquidity to fulfil its obligations to both the
noteholders and other counterparties following the first lockdown,
of which GBP5.0 million was repaid on the subsequent payment date
as a result of strong summer trading. There were no further draws
on the Jan. 15, 2021, payment date. The issuer/borrower loan
balance outstanding after the October payment date is GBP716
million. This is after the scheduled amortizations were fully paid
on the January 2021 payment date.

Rating Rationale

Marston's Issuer's primary sources of funds for principal and
interest payments due on the outstanding notes are the loan
interest and principal payments from the borrower, which are
ultimately backed by future cash flows generated by the operating
assets. S&P's ratings address the timely payment of interest,
excluding any subordinated step-up coupons, and principal due on
the notes.

In S&P's view, the transaction's credit quality has declined due to
health and safety fears related to COVID-19. It believes this will
decrease the cash flows available to the issuer.

DSCR analysis

S&P said, "Our cash flow analysis serves to both assess whether
cash flows will be sufficient to service debt through the
transaction's life and to project minimum DSCRs in our base-case
and downside scenarios.

"In the face of the liquidity stress resulting from the COVID-19
pandemic on those sectors directly affected by the U.K.
government's response, our current view is that the hardest-hit
sectors will not recover to 2019 levels until 2023 or later.
Importantly, it is our current view that the pandemic will not have
a lasting effect on the industries and companies themselves,
meaning that the creditworthiness of the underlying companies will
not fundamentally or materially deteriorate over the long term.

"Our downside analysis provides unique insight into a transaction's
ability to withstand the liquidity stress precipitated by the
closure of pubs in the U.K. Given those circumstances, the outcome
of our downside analysis alone determines the resilience-adjusted
anchor. As a result, our analysis begins with the construction of a
base-case projection from which we derive a downside case. However,
we have not determined our anchor, which does not reflect the
liquidity support at the issuer level--which we see as a mitigating
factor to the liquidity stress we expect to result from the U.K.
government's response to the COVID-19 pandemic. Rather, we
developed the downside scenario from the base case to assess
whether the COVID-19 liquidity stress would lower the
resilience-adjusted anchor for each class of notes.

"That said, we performed the base-case analysis to assess whether,
post-pandemic, the anchor would be adversely affected given the
long-term prospects currently assumed under our base-case
forecast."

Base-case forecast

S&P typically does not give credit to growth after the first two
years, however in this review, it considers the growth period to
continue through FY2023 to accommodate both the duration of the
COVID-19 stress and the subsequent recovery.

Marston's Pubs earnings depend largely on general economic activity
and discretionary consumer demand. Given the nature of the COVID-19
pandemic, S&P's base-case assumptions remain very uncertain.
Considering the state of and prognoses for the COVID-19 pandemic,
S&P's current assumptions include:

-- Conditions for a rapid, consumer-led recovery remain in place,
with strong fiscal and monetary policy support.

-- The recovery will begin in second-quarter 2021 but from a much
lower starting point because of the contraction in the first
quarter, with the U.K.'s third national lockdown limiting GDP
growth in 2021 to 4.3%.

-- S&P's forecast is subject to significant uncertainty on both
sides because of the unique and novel shock that the pandemic and
lockdowns present.

-- Conditions for a strong recovery remain in place. The U.K.'s
swift progress with its vaccination program (now in a race against
the spread of viral variants) is very good news in this regard,
complemented by continuing fiscal and monetary support for
households and businesses. The recovery is not forgone, only
postponed. S&P expects a strong rebound to set in from the second
quarter, which will spill over into 2022 with growth of 6.8% (5.0%
earlier), before slowing to 2.2% in 2023 as momentum from the
recovery fades.

-- Businesses are now better prepared for, and have adapted to,
operating under lockdowns. The data confirm that the effect of
subsequent lockdowns on economic activity decreases over time.

Considering the potential effect from the third national lockdown
and the subsequent recovery prospects, S&P has revised its forecast
for 2021.

Downside DSCR analysis

S&P said, "Our downside DSCR analysis tests whether the
issuer-level structural enhancements improve the transaction's
resilience under a moderate stress scenario. The issuer falls
within the pubs, restaurants, and retail industry. Considering U.K.
pubs' historical performance during the financial crisis of
2007-2008, in our view, a 15% and 25% decline in EBITDA from our
base case is appropriate for the managed pub and L&T subsectors."

"Our current expectations are that the COVID-19 liquidity stress
will result in a reduction in EBITDA that is far greater than the
approximate 20% decline we would normally assume under our downside
stress. Hence, our downside scenario comprises both our short- to
medium-term EBITDA projections during the liquidity stress period
and our long-term forecast but with the level of ultimate recovery
limited to about 20% lower than what we would assume for a
base-case forecast over the long term. For example, our downside
scenario forecast of EBITDA reflects our base-case assumptions for
recovery into FY2023 until the level of EBITDA is within
approximately 80% of our projected long-term EBITDA."

"Our downside DSCR analysis resulted in a fair resilience score for
the class A notes. This reflects the headroom above a 1.00:1 DSCR
threshold that is required under our criteria to achieve a fair
resilience score after giving consideration for the level of
liquidity support available to each class."

The class B notes have limits on the quantum of the liquidity
facility they may utilize to cover liquidity shortfalls. Moreover,
any senior classes may draw on those same amounts, which makes the
exercise of determining the amount of the liquidity support
available to the class B notes a dynamic process. For example, it
is possible that the full GBP17 million that the class B notes may
access is available and undrawn at the start of a rolling 12-month
period but is fully used to cover shortfalls on the class A notes
over that period. In effect, the class B notes would not be able to
draw on any of the GBP17 million. S&P projects that the class B
notes will experience interest shortfalls under its downside DSCR
analysis, with the class B notes surviving four years. The
resulting resilience score is weak for the class B notes.

Each class' resilience score corresponds to rating categories from
excellent at 'AAA' through vulnerable at 'B'. Within each category,
the recommended resilience-adjusted anchor reflect notching based
on where the downside DSCR falls within a range (class A notes) or
the length of time the notes will survive before we project
shortfalls (class B notes). As a result, the resilience-adjusted
anchors for the class A and B notes would not be adversely affected
under our downside scenario.

Liquidity facility adjustment

Given that S&P has given full credit to the liquidity facility
amount available to each class of notes, a further one-notch
increase to any of the resilience-adjusted anchors is not
warranted.

Modifier analysis

As mentioned, we performed our base-case analysis to assess
whether, post-COVID-19, the anchor would be adversely affected
given the long-term prospects currently assumed in our base-case
forecast.

S&P's assessment of the overall creditworthiness of the borrower
has not deteriorated since our previous review and, consequently,
we do not apply any additional adjustment due to its modifier
analysis.

Comparable rating analysis

A comparison of the potential ratings (following the modifiers
analysis) for notes issued by Marston's Issuer and the ratings on
the comparable class (by seniority) issued by The Unique Pub
Finance Co. PLC (UPP) shows that the relative ratings for the class
A notes are commensurate to the relative strengths and weaknesses
between the borrowers in each transaction.

The BRP for both transactions is weaker compared to other pubcos
with fair BRPs, and both pubcos have a mostly wet-led
offering--which exposes them to the secular decline in alcohol
consumption. On the one hand, Marston's Issuer has a better
regional diversification and a higher share of freehold assets, as
well a larger share of managed pubs, which results in higher
earnings and tighter control over the operations. UPP's assessment,
on the other hand, is underpinned by the superior size of its
estate--which enhances economies of scale--but is constrained by
its near-100% concentration on L&T segment--which conveys lower
earnings per pub.

In S&P's view, Marston's Issuer's growing presence in the managed
segment outweighs UPP's larger estate size.

Based on those comparisons, S&P does not apply any additional
adjustment due to our comparable rating analysis.

Counterparty risk

S&P said, "We do not consider the liquidity facility or bank
account agreements to be in line with our counterparty criteria.
Therefore, in the case of Marston's Issuer's non-derivative
counterparty exposures, the maximum supported rating is constrained
by our long-term issuer credit rating (ICR) on the lowest rated
bank account provider.

"We have assessed the strength of the collateral framework as weak
under the criteria based on our review of the following items in
the collateral support annex: (a) a lack of volatility buffers; (b)
we do not consider some types of collateral eligible under our
criteria; and (c) currency haircuts are not specified."

In the case of a collateralized hedge provider that is a U.K. bank,
it is the resolution counterparty rating (RCR) that is the
applicable counterparty rating under S&P's counterparty risk
criteria. As a result, the maximum supported rating for the
issuer's derivative exposures is limited to the RCR on the
counterparty.

However, S&P's ratings are not currently constrained by our ICRs on
any of the counterparties, including the liquidity facility,
derivatives, and bank account providers.

Outlook

S&P said, "Over the next 12 to 24 months, we expect the pub
sector's earnings visibility to remain low as the sector grapples
with several issues, with full-year revenue recovering to 2019
levels only by 2023. Factoring the significant cash burn during the
closures and deferral of maintenance capital expenditures, we
expect pub operators to prioritize investment over deleveraging and
that credit metrics will take time to recover to 2019 levels, with
our current expectation being 2023. Our expectations of recovery in
profitability and credit metrics in 2023 will be the key factors in
shaping our views of issuers' underlying credit quality and will be
the main reason for any rating actions.

"At the same time, we anticipate that food-led operators with
takeaway models and pubs that appeal to families will fare better
than their drinks-led counterparts. For many rated pub operators,
their significant freehold property portfolios have offered
substantial operational and financial flexibility, but we have yet
to see meaningful large-scale valuation support from conversions or
alternative uses for pub properties. Rather, we expect that their
quality of earnings to be a more defining factor in the credit
profile compared to the quantum of real estate ownership. We expect
that L&T operators will continue supporting tenants in the recovery
phase, leading to a potentially slower improvement in earnings
compared with that of managed operators.

"As we receive more issuer-specific and industry-level data, we
will assess the transaction to determine whether rating actions are
warranted."

Downside scenario

S&P said, "We may consider lowering our ratings on the class A
notes if their minimum projected DSCRs in our base case scenario
falls below 1.10x coverage or in our downside scenario have a
material-adverse effect on each class' resilience-adjusted anchor.

"We could also lower our rating on the class B notes if their
minimum projected DSCR in our base-case scenario falls below a
1.00x coverage, if there were a further deterioration in our
assessment of the borrower's overall creditworthiness, a reflection
of its financial and operational strength over the short-to-medium
term. This could be brought about if we thought Marston's Pubs'
liquidity position had weakened, for example, due to a material
decline in cash flows, a tightening of covenant headroom, or
reduced access to the overall group's committed liquidity
facilities."

Upside scenario

Due to the current economic situation, S&P does not anticipate
raising its assessment of Marston's Pubs' BRP over the near to
medium term.

Environmental, social, and governance (ESG) factors relevant to the
rating action:

-- Health and safety


PAUL JOHN CONSTRUCTION: Goes Into Administration, 34 Jobs Affected
------------------------------------------------------------------
TheBusinessDesk.com reports that Coalville-based Paul John
Construction (Leicester) has been placed into administration.

Representatives from FRP Advisory have been appointed to look after
the day-to-day running of the construction firm,
TheBusinessDesk.com relates.

According to TheBusinessDesk.com, in its latest results, Paul John
Construction said that the pandemic and subsequent lockdown last
March had curtailed a turnaround programme after the company had
lost GBP1.3 million in 2018 and GBP175,000 in 2019.

The company, which specialised in groundworks for the construction
sector, has experienced significant financial challenges which left
the business unable to meet its financial obligations,
TheBusinessDesk.com discloses.  As a result, the business ceased
operations prior to the administrators appointment and all 34
employees were made redundant, TheBusinessDesk.com notes.

The joint administrators are proceeding with an orderly wind down
of the business and are working with a specialist quantity
surveying practice to extract value from the significant debtor
ledger, while supporting affected employees in making their claims
to the Redundancy Payments Service, TheBusinessDesk.com states.


TULLOW OIL: Raises US$1.8-Bil. Via Bond Offering to Repay Debt
--------------------------------------------------------------
Nathalie Thomas at The Financial Times reports that Tullow Oil has
raised US$1.8 billion via a bond offering to repay existing debt,
ending a tense refinancing process the company had warned posed a
"significant risk" of insolvency proceedings had it ended in
failure.

According to the FT, the Africa-focused group, which has endured a
difficult few years since it slashed its production outlook and
parted ways with its former chief executive at the end of 2019,
will use the proceeds to repay loans including bonds due this year
as well as a lending facility linked to its oil reserves.

The company does not face another significant debt repayment until
2025, while the repayment of its so-called reserves-based lending
facility removes the requirement for the company to undergo
burdensome twice-yearly redeterminations of those loans with its
lenders, the FT discloses.

Shares in the group have gained more than 8% since its late-April
announcement that it intended to launch the bond offering, although
analysts have pointed out that the restructuring will increase the
company's financing costs by about US$40 million a year, the FT
notes.

Tullow had previously warned that an unsuccessful end to
refinancing discussions by September would have posed a
"significant risk of the group entering into, or being in,
insolvency proceedings", the FT relates.



                           *********


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

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

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