---

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

                          E U R O P E

          Thursday, May 20, 2021, Vol. 22, No. 95

                           Headlines



F R A N C E

CONSTELLIUM SE: Moody's Rates New EUR300MM Unsecured Notes 'B2'
CONSTELLIUM SE: S&P Rates New EUR300MM Sr. Unsecured Notes 'B'
SANTE CIE: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable


G E R M A N Y

IREL BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
LUFTHANSA AG: Sees Surge in Demand for Flights to US, Europe
NOVEM GROUP: Fitch Affirms 'B' IDR & Alters Outlook to Positive
WIRECARD AG: Lithuania Rebuffs Criticism Over Fintech Regulation


I R E L A N D

BNPP AM EURO CLO 2017: Fitch Affirms B- Rating on Class F Notes
RRE 2 LOAN: Moody's Gives (P)Ba3 Rating to EUR20M Class D-R Notes


I T A L Y

BRIGNOLE CO 2019-1: Moody's Upgrades EUR3.2M Class E Notes to B2
MARCOLIN SPA: S&P Affirms 'B-' LT ICR Amid Proposed Refinancing


L U X E M B O U R G

MARCEL LUX IV: S&P Puts 'B' ICR on Watch Positive on Planned IPO


N E T H E R L A N D S

TMF SAPPHIRE: Moody's Alters Outlook on B3 CFR to Positive


P O R T U G A L

TAP: European Commission Argues Against State Aid


R U S S I A

ANTIPINSKY: Rusinvest Acquires Oil Refinery for RUR111 Billion


T U R K E Y

PEGASUS AIRLINES: S&P Assigns 'B' LongTerm ICR, Outlook Stable


U N I T E D   K I N G D O M

CARILLION PLC: Liquidators Strike Funding Deal for KPMG Lawsuit
LIBERTY STEEL: Jingye Mulls Acquisition of UK Steel Plants
LONDON WALL 2021-01: Moody's Gives Ba1 Rating on Class X Notes
LONDON WALL 2021-01: S&P Assigns B- Rating on Class X Notes
LUNAR FUNDING: S&P Removes 'B+' Notes Rating CreditWatch Negative

MITCHELLS & BUTLERS: S&P Affirms B+ Rating on 2 Custodial Receipts

                           - - - - -


===========
F R A N C E
===========

CONSTELLIUM SE: Moody's Rates New EUR300MM Unsecured Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 instrument rating to
Constellium SE's proposed sustainability-linked EUR300 million
guaranteed senior unsecured notes due 2029. All other ratings on
Constellium, including the B2 corporate family rating, the B2-PD
probability of default rating, and the B2 instrument ratings on its
existing guaranteed senior unsecured notes (due 2024, 2026, 2028
and 2029) remain unchanged. The outlook on all ratings is stable.

RATINGS RATIONALE

The proposed new 8-year EUR300 million guaranteed senior unsecured
notes will rank pari passu with the group's existing senior
unsecured notes, including the $400 million guaranteed senior
unsecured notes due 2024, the $500 million and EUR400 million
guaranteed senior unsecured notes due 2026, the $325 million
guaranteed senior unsecured notes due 2028 and the $500 million
guaranteed senior unsecured notes due 2029, all issued by
Constellium SE. The assigned B2 rating on the new notes is in line
with Constellium's B2 CFR and B2-PD PDR, reflecting Moody's
standard assumption of a 50% family recovery rate. The new notes
will have a sustainability-linked feature, based on two
sustainability performance targets. The feature foresees a 12.5
basis points coupon step-up from 2026 onwards if the group failed
to reduce its greenhouse gas emission intensity by 25% by 2025
versus 2015 and a 12.5 basis points coupon step-up from 2027
onwards if it failed to achieve a 10% increase in recycled aluminum
input by 2026 versus 2019.

These are the same sustainability performance targets that
Constellium has committed to for its $500 million
sustainability-linked notes due 2029, issued in February 2021.

Proceeds from the proposed notes together with available cash on
the balance sheet will be used to redeem Constellium's 5.750% $400
million senior unsecured notes due 2024 at a redemption price of
100.958%, and to cover expected transaction fees and expenses. Upon
completion of the refinancing, Moody's expects to withdraw the B2
instrument rating on the 2024 notes.

Moody's recognizes the proposed transaction, which will slightly
reduce Constellium's gross debt by about EUR36 million, implying an
around 0.1x reduction in Moody's-adjusted leverage (7.5x
debt/EBITDA as of March 31, 2021). Moreover, Moody's expects the
transaction to slightly reduce Constellium's interest costs,
assuming a possible considerable reduction in the coupon on the new
notes, compared with that of the notes to be redeemed (5.75%). In
this respect, Moody's acknowledges the group's successful placement
of its $500 million notes due 2029 in February 2021 at an
attractive 3.750% coupon rate.

The proposed transaction will further improve Constellium's debt
maturity profile, with only the EUR180 million French state
guaranteed loan maturing in the next five years (May 2022). Moody's
also recognizes the sustainability-linked component of the new
notes, which demonstrates the group's ambition to improve its
environmental footprint.

The B2 CFR and the stable outlook remain unchanged, following
Moody's recent change in the outlook to stable from negative on May
6, 2021. Latest credit metrics, such as Moody's-adjusted gross
leverage of 7.5x as of March 31, 2021, position Constellium still
weakly in the B2 category. However, Moody's acknowledges
Constellium's better than anticipated performance last year thanks
to strict cost and working capital management, which supported
EUR189 million positive Moody's-adjusted free cash flow (FCF) in
2020 .

Other factors supporting the B2 CFR include Constellium's (1) solid
business profile, underpinned by its diverse product mix and strong
market share in high-value-added aluminum rolled and extruded
products; (2) healthy liquidity with available cash sources of
almost EUR1 billion as of March 31, 2021; and (3) measures taken to
reduce costs and preserve free cash flow and liquidity during the
coronavirus-led crisis.

Factors constraining the rating include (1) Constellium's exposure
to cyclical end markets, such as automotive, aerospace and
industry; (2) the high capital intensity of its business, resulting
in earnings sensitivity to volumes; and (3) exposure to metal
premium price volatility, although a large share can usually be
passed through to customers.

LIQUIDITY

Constellium's liquidity is good. In 2020, the group secured new
credit facilities, including EUR250 million of European
government-sponsored facilities, and refinanced notes due 2021 with
new $325 million guaranteed senior unsecured notes due 2028. In
February 2021, it also refinanced $650 million of guaranteed senior
unsecured notes due 2025 with $500 million guaranteed senior
unsecured sustainability-linked notes due 2029. As of March 31,
2021, Constellium had EUR316 million of unrestricted cash on the
balance sheet and over EUR600 million of additional liquidity
sources. These, together with expected positive FCF for 2021, will
comfortably cover its basic near-term cash needs.

RATIONALE FOR THE STABLE OUTLOOK

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

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

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

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

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Steel Industry
published in September 2017.

COMPANY PROFILE

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


CONSTELLIUM SE: S&P Rates New EUR300MM Sr. Unsecured Notes 'B'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating to France-based
Constellium SE's (B/Stable/--) proposed EUR300 million
sustainability-linked senior unsecured notes maturing in July
2029.

The rating on the new notes mainly reflects the expectations of
average recovery prospects (30%-50%; rounded estimate: 40%) in the
event of default, as well as their pari-passu ranking with all the
company's existing senior unsecured notes.

The proceeds will be used to refinance Constellium's existing $400
million notes due in 2024, pay related fees and expenses, and
enhance its maturity profile. The issuance shows Constellium's
continued commitment to sustainability following the recent $500
million sustainability-linked senior unsecured bond earlier this
year. Interest will be linked to greenhouse gas emission intensity
reduction and use of recycled aluminum input targets and therefore
provide incentives to improve its sustainability.

Once the transaction is completed, the next bulk maturity will be
in 2026 when about EUR800 million of notes will come due.

The recovery in economic activity in the U.S. and Europe since the
beginning of the year is slightly better than we expected, and
should help Constellium meet our previous expectations.

Issue Ratings -- Recovery Analysis

Key analytical factors

-- S&P rates the proposed senior unsecured notes 'B', in line with
the long-term issuer credit rating.

-- The existing recovery rating of '4' indicates S&P's
expectations of average recovery prospects (30%-50%; rounded
estimate: 40%) in the event of default. S&P does not expect the
recovery prospects will change after the execution of the proposed
transaction.

-- The notes will rank equally with all of the company's existing
senior unsecured notes and be guaranteed by the same comprehensive
guarantor package, including Constellium Bowling Green LLC.

-- The priority liabilities ranking ahead of the bonds remain the
asset-backed loan (ABL), the French inventory facilities, the
factoring program, and unfunded pension obligations. Several of
those facilities were undrawn on Dec. 31, 2020.

-- S&P assumes the recently obtained EUR198 million
government-guaranteed loan facilities will be repaid before its
hypothetical default date of 2024. In addition, it assumes the $166
million secured delayed draw term loan facility Constellium
recently obtained will remain undrawn or fully repaid on the path
to default.

-- In S&P's hypothetical default scenario, it assumes revenue and
margin contraction, owing to an unfavorable economic environment,
resulting in lower volumes and higher costs that cannot be offset
by price increases.

-- S&P values the company as a going concern, given its leading
market positions and long-standing customer relationships.

Simulated default assumptions

-- Year of default: 2024
-- Jurisdiction: France

Simplified waterfall

-- Emergence EBITDA: About EUR30 million

-- Multiple: 5.5x

-- Gross recovery value: EUR1.8 billion

-- Net recovery value for waterfall after unfunded pension
liabilities and 5% administrative expenses: EUR1.5 billion

-- Estimated priority claims (factoring): About EUR320 million

-- Remaining value for creditors: EUR1.1 billion

-- Estimated first-lien debt claims: EUR290 million

-- Remaining recovery value: EUR800 million

-- Estimated senior unsecured debt: EUR2.0 billion
   
    --Recovery expectation: 30%-50% (rounded estimate: 40%) –

    --Recovery rating: '4'

All debt amounts include six months of prepetition interest.


SANTE CIE: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' rating on France-based home
care services provider Sante Cie and its related holding companies,
and assigned a 'B' rating to the proposed term loan B.

As a linked rating action, S&P assigned its 'B' issuer credit
rating to Takecare Bidco, the group's new holding company. The
rating is equalized with that on Sante Cie, reflecting the two
holding companies' equivalent positions with respect to ownership
of core operating subsidiaries and their roles as co-borrowers and
co-guarantors of newly raised debt.

The stable outlook indicates that Sante Cie's group revenue should
remain supported by solid volume growth, which will more than
offset tariff cuts implemented by the health care authorities.

S&P said, "We expect Sante Cie will focus on organic growth and
reduce its consolidated leverage to below 6.5x in 2021 and toward
6.0x in 2022.Accounts are consolidated at the level of Sante Cie,
but we understand that Takecare Bidco, a holding company above
Sante Cie, covers the same business perimeter and will report
accounts in the future. We forecast Sante Cie's consolidated debt
to EBITDA, as adjusted by S&P Global Ratings, will decrease below
6.5x, reaching 6.4x in 2021, then strengthen further toward 6.0x,
arriving at 6.2x in 2022. We anticipate both significant organic
and external growth in 2021, supported by the group's EUR186.7
million bolt-on acquisitions that started in second-half 2020. We
forecast no acquisitions in 2021, in line with management's
guidance, and no rating headroom for debt-financed acquisitions.
The latest audited accounts only cover April 1, 2020, to Dec. 31,
2020, because Sante Cie changed its closing date from March 31 to
Dec. 31. During the pandemic, the company reported solid organic
growth of 8%, despite a reduction in both new Continuous Positive
Airway Pressure (CPAP) and diabetes patients. Nevertheless, the
company benefitted from an inflow of short-term oxygen-solution
patients, reflected in new partnerships with nursing homes in
France.

Although limited, the dividend recapitalization has slowed Sante
Cie's deleveraging. S&P said, "We now expect leverage will reduce
toward 6.0x only in 2022, compared with our previous expectation of
2021. Sante Cie plans to issue a EUR530 million term loan B to
refinance its debt. The proposed term loan B will be guaranteed by
the two holding companies, Takecare Bidco and Sante Cie. The
proceeds from the new debt will be used to repay Sante Cie's EUR363
million term loan B, EUR60 million second-lien debt, and EUR31
million drawn under the existing RCF. It will also be used to pay a
EUR70 million dividend. We understand from the group's majority
owner Ardian that it is not its intention to outstream more cash in
the short-to-medium term. The senior facilities agreement allows
for additional dividend payments if total leverage as defined by
the documentation is greater than 4x but less than 4.25x or less
than 4x. Financial sponsor Ardian, which bought a majority stake in
Sante Cie in April 2020, invested EUR35 million in equity in order
to finance the acquisition of Aposan. We also note that the
refinancing will allow some reduction in the cost of funding given
the second-lien debt bears an interest rate of 8%. Our leverage
calculation includes EUR530 million of term loan B and a total of
EUR93.3 million of leases. We do not net the cash due to the
financial sponsor ownership in line with S&P Global Ratings
methodology. We have also excluded EUR188 million of convertible
bonds, in line with our criteria for the treatment of noncommon
equity. These instruments are subordinated to the senior debt and
maturity has been extended to 2031. In our debt and EBITDA
forecasts, we reflect increasing leases as a consequence of company
growth and increasing investment needs for medical devices, which
are leased back."

S&P said, "We assume volume growth will remain strong and more than
offset pricing pressure, which will remain structural as health
care authorities try to contain spending. CPAP will drive growth in
the Respiratory Assistance division since growth in the Ventilation
and Oxygen Therapy segments should remain limited. According to a
recent market study, the compound annual growth rate for CPAP
patient volumes over 2020-2023 should stand at 9.7%. Considering
that sleep apnea remains largely undiagnosed, there is still
significant growth potential. The diabetes patient base is expected
to increase 10.3%, perfusion therapy 9.2%, and nutrition by 3.8%.
We forecast a price cut of 5% for the sleep apnea services starting
from July 1, 2021, in line with management's assumptions, and an
additional 5% in 2021. In the Diabetes division, a 5% price
decrease for omnipod insulin pumps and a 10% cut to the price of
more basic insulin pumps were implemented on Jan. 1, 2021. We note
a lack of predictability for pricing because the three-year
agreement signed in 2017 has not yet been renewed. Nevertheless, we
understand that patients treated suffer from pre-existing
conditions such as obesity, diabetes, or hypertension. The
comorbidity related to these diseases could lead to more complex
clinical management and increased health care costs. For this
reason, authorities would be willing to limit the tariff cuts
relative to patient-volume growth.

"Despite pricing cuts, we forecast the company will maintain its
S&P Global Ratings-adjusted EBITDA margin at about 29%, thanks to
continuously improving operating efficiency. Sante Cie should
benefit from an operational leverage effect because its personnel
base is sufficient to cover more patients without incurring extra
personnel expenses. The company should benefit from better
logistics and infrastructure because some of its regions have
already implemented a common ERP (Enterprise Resource Planning)
system.

"Sante Cie's business model requires relatively large investments.
We forecast Sante Cie will generate free operating cash flow (FOCF)
of EUR30 million per year. Cash flow growth is constrained by
relatively large capital expenditure (capex) investments required
to finance the medical devices in the respiratory division that
Sante Cie installs upfront to capture new patients. We forecast
EUR39.9 million in 2021 and EUR36 million in 2022. These amounts
also include investments in information technology (IT) for EUR6.8
million in 2021 and EUR2.1 million in 2022. We note that, in 2020,
capex was lower than expected because the company gained less new
patients. We forecast working capital will remain under control --
it was negative EUR4 million in 2019 but positive in 2020 because
the group improved trade receivables collection."

Sante Cie's competitive position is constrained by its small size
and concertation in France, but supported by an established market
position. The providers of health care services at home market in
France is estimated at EUR2.7 billion, with Sante Cie holding a
market share slightly above 10%. The market remains fragmented and
competitive with relatively limited differentiating potential. The
leader remains Air Liquide with a 25% market share, followed by
ISIS group with 15% and SOS Oxygen with 11%.

Although Sante Cie remains small, it achieved progress in terms of
size and diversification. The bolt-on acquisitions accelerated
company growth and allowed it to achieve its strategic objectives,
which include densifying its network in France in order to respond
to patient demands across the territory. With the acquisition of
Aposan in Germany, the company diversified geographically and
enlarged its expertise in areas such as antibiotic intravenous
treatment and ophthalmic injectables. Management is also focusing
on new initiatives such as dialysis at home and emergency centers
for nonvital services. Four centers have already been opened and
the company aims to open 50 by 2024. S&P said, "We understand from
management that these centers require very limited capex. The
development of new activities incurs some operational risks but
offers new growth prospects. In France, about 47,980 patients
suffer from terminal chronic renal failure, which requires many
sessions of dialysis per week, and less than 7% benefit from
dialysis at home. We believe these niche markets offer good growth
and diversification prospects."

S&P said, "The stable outlook reflects our view that Sante Cie will
continue to display strong organic growth of 6% per year, while
maintaining its EBITDA margin despite structural pricing pressure.

"In our base case, we forecast that volume growth will more than
offset the pricing cuts across all divisions. Volumes will be
supported by continued strong demand for homecare services, as well
as the group's ability to continue to expand its offer and increase
its market shares by gaining new patients."

S&P would take a negative rating action if Sante Cie failed to:

-- Reduce its S&P Global Ratings-adjusted debt to EBITDA below
6.5x in 2021, or if leverage failed to approach 6.0x in 2022.
Generate positive FOCF.

-- This would happen in case of debt-financed mergers or
acquisitions (M&A) or if the growth was lower than our expectations
due to stronger-than-expected tariff cuts and or lower volume
grow.

-- Financial-sponsor ownership restricts upgrade potential. A
positive rating action would require Sante Cie to reduce and
maintain S&P Global Ratings-adjusted debt to EBITDA at below 5x.




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

IREL BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed German-based Irel BidCo S.a.r.l's (IFCO)
Long-Term Issuer Default Rating (IDR) at 'B+' with Stable Outlook.
Fitch has upgraded IFCO's senior secured debt to 'BB-'/'RR3' from
'B+'/'RR4', on improved recovery prospects.

The ratings reflect IFCO's leading market position in reusable
plastics container (RPC) pooling solutions, and the stable,
non-cyclical demand of its end-markets, coupled with sound economic
growth prospects. Fitch expects the FCF generation to remain strong
for the rating horizon, supporting the 'B+' rating. The rating is
constrained by high leverage with FFO gross leverage around 6x for
the past two years but Fitch expects the company to move slowly
towards 5.2x in 2023.

The Stable Outlook reflects Fitch's assumption that IFCO will
continue to grow organically with increasing RPC penetration and
share of wallet of existing customers, which will result in healthy
FCF generation and a reduction in FFO gross leverage within Fitch's
positive sensitivities.

KEY RATING DRIVERS

Resilient through the Pandemic: The resilience of IFCO's business
model was highlighted during the pandemic as demand and turnover
remained largely unaffected. Demand of its services remained strong
with food retailers having experienced continued high demand as
consumers increasingly eat at home. The loss of some tomato-volumes
in the U.S. due to farmers being afraid that reusable crates were
less resistant to a tomato-virus has been harder to recover than
initially anticipated. However, margins remained resilient due to
the flexible cost base and the crates have been shifted to other
business. IFCO has also been shielded from material problems
relating to logistics or lack of labour during the pandemic.

Leverage Remains High: Fitch expects some deleveraging to FFO gross
Leverage of 5.8x in the fiscal year ending 30 June 2021, down from
last year's high level above 6x. Such levels are more in line with
the low end of the 'B' category. However, Fitch expects IFCO's
underlying cash flows to continue to remain stable and enable some
deleveraging. This is despite the high capex needed to onboard new
retailers. The 'B+' IDR reflects manageable refinancing risk as
IFCO's bullet maturity is in five years and FCF is sufficient to
absorb a higher cost of debt, in Fitch's view.

Narrow Service Offering: IFCO's offering is confined to the
delivery of RPCs, primarily to fruit and vegetable producers for
further transport to retailer warehouses or shops. This
single-service offering is mitigated by strong market position and
geographic diversification (central and southern Europe (75%), the
U.S. and Canada (17%), Latin America (4%) and China/Japan (3%). It
has concentration risk in its top 10 customers at more than 44% of
trip volumes revenue, but Fitch believes it is somewhat lower in
terms of revenue. This is expected to diminish with the addition of
new customers and other customers also adding other food
categories.

Sound Growth Prospects: Fitch expects IFCO to grow consistently due
to population growth, replacement of cardboard packaging and
healthier lifestyle choices. With pooled RPC only accounting for
some 20% of global fresh produce shipping volumes and the majority
still shipped in one-way carton-board containers, the RPC market is
less than mature. Ongoing retailer trends such as automation,
supply-chain efficiencies and environmental awareness support the
increased prevalence of multi-use packaging.

Global Niche Market Leader: IFCO is the market leader with strong
market shares of the European and North American pooled RPC
markets. Its strong international coverage across more than 50
countries offers retailers a network that is stronger than its
competitors'. IFCO's size and coverage offer further scale benefits
and price leadership, and the company is renowned for building
strong relationships with larger retail chains. Competition comes
from single-use packaging, from which IFCO is taking market share,
retailers' own pools as well as small regional RPC providers.

Overall, Fitch views IFCO's business profile as in line with a 'BB'
rating given its solid market position and long-term customer
relationships in a sector with low cyclicality.

Absence of M&A to Date: Fitch believes M&A could be considered
although to date, IFCO has focused on organic growth by adding new
retailers to its pooled service. The recent additions of two new
contracts will substantially drive revenues over the rating horizon
in Europe and North America. However, given the fragmented market
for pooled logistics services providers, Fitch sees ample scope for
bolt-on acquisitions that could further consolidate IFCO's leading
market position.

Above-average Recoveries: The senior secured debt rating is 'BB-',
one notch higher than the IDR, reflecting Fitch's expectation of
above-average recoveries for the TLB, the revolving credit facility
(RCF) and the capex facility in a default. In its recovery
assessment, Fitch conservatively values IFCO on the basis of a 5.0x
distressed multiple being applied to an estimated
post-restructuring EBITDA of EUR210 million. The output from
Fitch's recovery waterfall suggests above-average recovery
prospects in the range of 51%-70%, resulting in an 'RR3' Recovery
Rating.

DERIVATION SUMMARY

IFCO has no direct rated peers. Fitch compares IFCO with
manufacturers of plastic containers (suppliers of IFCO), packaging
manufacturing companies and business services companies. Plastic
packaging producers include the sustainably larger Ardagh Group
(B+/Stable), Stora Enso (BBB-/Stable) and Smurfit Kappa
(BBB-/Stable), who are more diversified relative to IFCO; lower
leveraged with FFO leverage around 3x, relative to IFCO's leverage
of 6.3x in 2020. Relative to these peers, IFCO has better
profitability margins of 24%-25% EBITDA margin versus 10%-15%.

IFCO compares well against Fitch-rated mid-sized companies in niche
markets, including property damage restoration service provider
Polygon (B+/Stable), installation and service provider Assemblin
(B/Stable), and rental service provider of cranes Sarens Beestur NV
(B/Stable). In terms of profitability, IFCO's profitability is more
in line with Sarens, and stronger than Assemblin and Polygon. FCF
and FFO generation of IFCO are higher than its peers, but leverage
of 6.3x in 2020 is weaker.

KEY ASSUMPTIONS

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

-- Turnover growth of 5%-6% p.a. in 2021-2023, less in 2024.

-- EBITDA margin stable at 25%, in line with that achieved in
    fiscal year ending June 30, 2020.

-- Fairly neutral change in NWC in view of historic positive
    changes.

-- Capex in line with level in 2020 at 16.5% of sales in 2021
    thereafter around 16% (net capex reduced by roughly EUR26
    million of crate sales).

-- No M&A included, strategy is to grow by addition of new
    contracts.

-- No debt amortisations during rating horizon, bullet repayment
    in 2026.

RATING SENSITIVITIES

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

-- FFO gross leverage sustainably below 5.0x;

-- FFO interest cover above 3.5x;

-- FCF margin sustainably high single-digit;

-- Larger scale while maintaining an EBITDA margin >20% and
    reduced customer concentration.

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

Operating under-performance resulting from the loss of large
customers, significant pricing pressure, technology risk or
margin-dilutive debt-funded acquisitions such that:

-- FFO gross leverage is at or above 6.0x on a sustained basis;

-- FFO interest coverage is sustainably below 2.0x;

-- FCF margin is sustainably in the low single digit of sales.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity Position: The company had EUR175 million of
readily available cash and cash equivalents per year ending June
2020 and EUR215 million per year end-December 2020. Availability
under the revolving credit facility and capex facility is EUR150
million and EUR220 million, respectively, both undrawn as of June
2020 and per end-December 2020. Liquidity is further supported by
the consistently positive FCF generation, of 8.9% FCF margin in
FYE20, and expected to remain above 2% for the rating horizon.

Debt Structure: As of December 2020 (Q2 2021), the company has two
first lien TLB on balance sheet of EUR1,292 million and
USD160million, both maturing on May 2026. The company refinanced
its USD denominated second lien debt in July 2020 with the
additional issuance of EUR200 million TLB. IFCO also has RCF and
capex facilities as mentioned above, where the capex facility falls
away unless utilised prior to end-May 2021.

ESG CONSIDERATIONS

Irel Bidco S.a.r.l. has an ESG Relevance Score of '4+' for Waste &
Hazardous Materials Management; Ecological Impacts due to product
design that benefits life cycle management, which has a positive
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.


LUFTHANSA AG: Sees Surge in Demand for Flights to US, Europe
------------------------------------------------------------
Douglas Busvine at Reuters reports that Lufthansa said on May 18 it
was seeing a surge in demand for flights to the United States and
to European destinations following a loosening of German travel
restrictions as coronavirus case numbers decline.

According to Reuters, demand for summer flights to New York, Miami
and Los Angeles has increased by up to 300%, the German airline
group said, adding it would lay on extra flights from June and has
restarted services to Orlando and Atlanta.

"Because of the great significance of transatlantic air travel for
the global economy, we now need a clear perspective on how travel
between the USA and Europe can return on a larger scale," Reuters
quotes executive board member Harry Hohmeister as saying.

Falling infection rates and a rising number of vaccinations should
allow for a cautious increase in transatlantic air travel, Mr.
Hohmeister added in a statement, urging Germany to come up with a
clear plan to make this possible, Reuters relates.

The government in Berlin said earlier this month it wanted to lift
quarantine restrictions on Germans who have been fully vaccinated
re-entering the country, Reuters recounts.

But plans for a European Union-wide digital health pass that would
provide proof of immunity for travellers are still in the works and
it is not expected to be rolled out until late June, Reuters
discloses.

Lufthansa, saved last year by a EUR9 billion (US$11 billion)
government bailout, is also seeing a threefold increase in demand
to fly to European holiday destinations such as Greece, Italy,
Spain and Portugal, Reuters states.


NOVEM GROUP: Fitch Affirms 'B' IDR & Alters Outlook to Positive
---------------------------------------------------------------
Fitch Ratings has revised German automotive supplier Novem Group
GmbH's Outlook to Positive from Negative, while affirming the
company's Long-Term Issuer Default Rating (IDR) at 'B' and senior
secured rating at 'B+' with a Recovery Rating of 'RR3'.

The Positive Outlook reflects Novem's stronger-than-expected
performance through the pandemic with improving profitability and
sustained strong free cash flow (FCF) generation resulting in funds
flow from operations (FFO) gross leverage decreasing below Fitch's
previous negative rating sensitivity of 4.0x in the medium term.
Fitch still views leverage as high for the sector which, together
with Novem´s small scale and high customer concentration,
restricts the rating to the 'B' rating category.

The ratings reflect Fitch's expectations that Novem will continue
to generate healthy profitability and FCF. Fitch partly bases this
on the company´s proven resilience, which Fitch believes is a
result of its leading market position in interior trim components
towards the high-growth premium automotive segment.

KEY RATING DRIVERS

Stronger-Than-Expected Recovery: Novem was moderately hit by
pandemic-related shutdowns of its production sites in 1QFY21
(financial year-end March). Although revenue in the quarter was
halved from a year ago this was recouped in 2QFY21 as the
automotive sector started to recover, allowing Novem to reach
pre-pandemic revenue levels at end-2Q. As a result, revenue for
FY21 decreased only 7%, which along with improving profitability,
outperformed the global automotive sector and Fitch's forecast.
Fitch believes this is a result of Novem's exposure to the premium
automotive market, which is more resilient to market downturns and
has also shown higher historical growth than the mass market.

Short-Term Moderate Growth: Fitch forecasts global new vehicle
sales to grow 15% in 2021 on significant pent-up demand following a
decline of 14% in 2020. Fitch expects Novem´s revenue growth to
moderate to mid-single digits in FY22, due to a strong base in
2HFY21 and ongoing semiconductor shortage, which, if sustained for
2021, could have a moderately negative effect on Novem.

Deleveraging from High Level: Novem´s end-FY21 FFO gross leverage
of 5.7x was high for the rating, but lower than Fitch's previous
forecast due to solid profitability and cash flow generation for
the full year. Fitch forecasts strong FCF will allow moderate
deleveraging to Fitch's previous negative rating sensitivity of
4.0x in FY23 and further in FY24-FY25, supporting the Positive
Outlook. The forecast does not include M&A activity or shareholder
distributions that may affect deleveraging, which if materialised
could put pressure on the rating.

Resilient FCF: Novem's operations are highly cash-generative with
high single-digit FCF margins, which are materially above Fitch's
rating thresholds and stronger than peers. Fitch expects this to
continue in the medium-to-long term, due to stable and profitable
operations aided by moderate trade working-capital requirements and
low capex at around 4% of sales. Fitch views strong cash flow
generation as a mitigating factor to its high leverage.

Exposure to High-Growth SUVs: Novem benefits from strong demand for
sport utility vehicles (SUVs), which account for slightly more than
half of its sales. It supported Novem's recovery during the
pandemic and Fitch expects it to remain one of the main growth
drivers in the medium-to-long term. The premiumisation trend is
strongest in Asia and is a result of improving wealth globally and
low financing costs.

Leading Niche Market Position: Fitch views Novem's position as the
largest global supplier within the niche decorative interior trims
as strong and sustainable. Despite the company's small scale
(revenue of around EUR600 million) compared with the Fitch-rated
universe of automotive suppliers, Novem enjoys a market share of
around 40% in this niche. Fitch believes that the company is firmly
positioned to modestly increase its market share as a supplier
within the premium SUV segment.

High Customer Concentration: Novem´s customer concentration is
high, with the top-three customers accounting for 75% of total
revenue, resulting in pronounced reliance on the commercial
development of these premium manufacturers. The focus on the
premium automotive market creates a naturally smaller client
universe for Novem, but Fitch believes that its strong and
long-term relationships with 16 customers and more than 100
supplied car platforms mitigate the company´s limited scale.

DERIVATION SUMMARY

Novem's business profile is commensurate with a weak 'BB' rating,
with a focus on the company's defensible niche leadership in
interior trims, medium value-added products, and good geographical
diversification. Its focus on the premium car market and resulting
higher customer concentration, combined with a narrower product
offering, compares unfavourably with more diversified suppliers
including Faurecia S.E. (BB+/Negative) and Tenneco Inc.
(B+/Stable). Novem´s recovery from the pandemic has been strong
and in line with that of peers. In 1Q21, Novem experienced a less
negative impact from the ongoing semiconductor shortage than other
Fitch-rated auto suppliers.

Despite its small scale, Novem shows sustainable industry-leading
profitability and its resulting strong cash flow generation is
supported by lower capex requirements than peers. As for most auto
suppliers, Novem's leverage has temporarily increased due to the
pandemic. It is however in line with or stronger than that of
similarly rated peers such as Tenneco and Fitch expects it to
improve to a level that is commensurate with the higher end of the
'B' category in the medium term.

KEY ASSUMPTIONS

-- Revenue growth of 3.6% in FY22 and about 6% in FY23-FY24;

-- Gradually improving EBITDA margin by 220bp from end-FY21 to
    end-FY24, driven by revenue growth and cost optimization;

-- Neutral-to negative working-capital requirements until FY25;

-- Average capex at 3.9% of revenue until FY25;

-- No dividend payments or acquisitions for the next four years.

KEY RECOVERY ASSUMPTIONS

-- The recovery analysis assumes that Novem would be restructured
    as a going concern (GC) rather than liquidated in a default.

-- Fitch applies a distressed enterprise value (EV)/EBITDA
    multiple of 4.5x to calculate a GC EV, reflecting Novem´s
    leading niche market position and long-term relationships with
    several auto manufacturers.

-- Fitch estimates post-restructuring GC EBITDA at EUR80 million.

-- An administrative claim of 10%.

-- These assumptions result in a recovery rate for the senior
    secured instrument rating within the 'RR3' range, resulting in
    a one-notch uplift from the IDR. The principal and interest
    waterfall analysis output percentage on current metrics and
    assumptions is 62%.

RATING SENSITIVITIES

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

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

-- FFO interest coverage above 4.0x on a sustained basis;

-- FCF margin above 4%.

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

-- FFO gross leverage above 5.5x on a sustained basis;

-- FFO interest coverage below 3.0x on a sustained basis;

-- FCF margin sustained below 2%.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: At FYE21, Novem's Fitch-defined readily
available cash amounted to EUR139 million, including a Fitch
adjustment of EUR35 million for restricted cash and working-capital
swings. Liquidity is supported by an undrawn revolving credit
facility (RCF) of EUR75 million, which Novem has repaid in full
after a temporary drawdown in March 2020 as a precautionary
measure, and by its sustainably positive FCF generation. Fitch
expects Novem to generate FCF of EUR45 million in FY22, which is
enough to cover its short-term debt at FYE21, represented by a
factoring facility drawn by EUR40 million.

Debt Structure: Novem benefits from a long-dated maturity profile
as its EUR400 million bond matures in May 2024. Fitch deems
refinancing risk as manageable based on Novem´s leading niche
position and resilient cash flow generation.

ESG CONSIDERATIONS

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


WIRECARD AG: Lithuania Rebuffs Criticism Over Fintech Regulation
----------------------------------------------------------------
Richard Milne and Olaf Storbeck at The Financial Times report that
Lithuania's central bank insisted it was not "asleep at the wheel"
over its regulation of a local fintech, that prosecutors suspect
was used to steal more than EUR100 million from Wirecard before it
collapsed, and called for greater global sharing of information on
financial crime among supervisors.

Marius Jurgilas, the board member at Bank of Lithuania responsible
for supervision, rebuffed criticism from German and Lithuanian
lawmakers that the central bank should have done more to supervise
payments company UAB Finolita Unio, and stressed it had stopped
many fintechs from operating in the Baltic country, the FT
relates.

"We did not miss this and we immediately reacted.  The statements
by some German parliamentarians are out of line  .   .   . 
This issue is very sensitive domestically, due to the previous
events in this region.  In the public eye, there is zero tolerance
to events like this.  There might be a lynching for anyone involved
in this," he told the FT.

The German payments company Wirecard went bust in June 2020 after
disclosing a EUR1.9 billion hole in its balance sheet, the FT
recounts.  Prosecutors in Munich suspect that hundreds of millions
of euros were siphoned off in the run-up to its insolvency and are
looking at Finolita, owned by Singapore-based Senjo Group, one of
Wirecard's business partners and has been under investigation, the
FT discloses.

Jurgilas said German financial regulator BaFin only confirmed there
were issues in June 2020 while the "red light that there is
something linking it to Lithuania" came in early July when
Singapore police placed Senjo under investigation, the FT recounts.
The Bank of Lithuania only found out about the Singaporean
investigation through media reports, and decided to start a "very
intensive supervisory dialogue" with Finolita, the FT notes.

According to the FT, in a public statement published on May 19,
Lithuania's central bank argued that it had a strict licensing
regime and only accepted "financial institutions with impeccable
reputation".

The central bank agreed with the fintech that if it wanted "to
continue to operate" it should cut its ties to Senjo, and it
approved a transferal of the Singaporean company's voting rights in
Finolita to a Lithuanian trustee, the FT relays.  An investigation
by the central bank into Finolita is expected to be finished in the
coming weeks, the FT states.

He added that in 2017, a "who's who" from Wirecard visited
Lithuania "intending to apply for a special purpose bank licence".
He said the central bank explained the benefits of its central
payments settlement system but that Wirecard never applied for the
license, the FT relays.




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

BNPP AM EURO CLO 2017: Fitch Affirms B- Rating on Class F Notes
---------------------------------------------------------------
Fitch Ratings has revised BNPP AM Euro CLO 2017 DAC class E notes'
Outlook to Stable from Negative and affirmed all ratings.

     DEBT                RATING          PRIOR
     ----                ------          -----
BNPP AM Euro CLO 2017 DAC

A-R XS2060921223   LT  AAAsf  Affirmed   AAAsf
B XS1646366663     LT  AAsf   Affirmed   AAsf
C XS1646367711     LT  Asf    Affirme    Asf
D XS1646368016     LT  BBBsf  Affirmed   BBBsf
E XS1646368289     LT  BBsf   Affirmed   BBsf
F XS1646368362     LT  B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

BNPP AM EURO CLO 2017 is a securitisation of mainly senior secured
loans (at least 95%) with a component of senior unsecured,
mezzanine and second-lien loans. The transaction is still in its
reinvestment period and the portfolio is managed by BNP Paribas
Asset Management France SAS.

KEY RATING DRIVERS

Asset Performance Stable

The transaction was below par by 41bp as of the latest investor
report dated 1 April 2021. The transaction was passing all
portfolio profile tests, collateral quality tests and coverage
tests. As of the same report, the transaction had no defaulted
assets and the exposure to assets with a Fitch-derived rating (FDR)
of 'CCC+' and below was 4.5%.

Resilient to Coronavirus Stress

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

'B'/'B-' Portfolio

Fitch assesses the average credit quality of the obligors in the
'B'/'B-' category. The Fitch weighted average rating factor
calculated by the agency and the trustee were 34.26 and 34.43,
respectively, below the maximum covenant of 35.5. The
Fitch-calculated WARF would increase by 1.5 after applying the
baseline coronavirus stress.

High Recovery Expectations

Senior secured obligations comprise 99.7% of the portfolio. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. In the latest
investor report, the Fitch weighted average recovery rate (WARR) of
the current portfolio is 66%, above the minimum covenant of 62.5%.

Diversified Portfolio

The portfolio is well-diversified across obligors, countries and
industries. The top 10 obligor concentration is 13.9%, and no
obligor represents more than 1.9% of the portfolio balance.

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Severe Downside Stress

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
Covid-19 infections in the major economies. This downside
sensitivity incorporates a single-notch downgrade to all FDRs for
assets that are on Negative Outlook, with no rating impact across
the capital structure.

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.


RRE 2 LOAN: Moody's Gives (P)Ba3 Rating to EUR20M Class D-R Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the debt to be issued by RRE 2
Loan Management Designated Activity Company (the "Issuer"):

EUR300,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2035, Assigned (P)Aaa (sf)

EUR20,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)Ba3 (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 will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1 Notes,
Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes, and
Class E Notes due 2032 (the "Original Notes"), previously issued on
June 26, 2019 (the "Original Closing Date"). On the refinancing
date, the Issuer will use the proceeds from the issuance of the
refinancing notes to redeem in full the Original Notes.

On the Original Closing Date, the Issuer also issued EUR42,300,000
of subordinated notes, which will remain outstanding.

In addition to EUR300,000,000 Class A-1-R Senior Secured Floating
Rate Notes due 2035 and EUR20,000,000 Class D-R Senior Secured
Deferrable Floating Rate Notes due 2035 rated by Moody's, the
Issuer will issue EUR47,500,000 Class A-2-R Senior Secured Floating
Rate Notes due 2035, EUR50,000,000 Class B-R Senior Secured
Deferrable Floating Rate Notes due 2035, EUR32,500,000
Class C-R Senior Secured Deferrable Floating Rate Notes due 2035
and EUR11,340,000 of additional subordinated notes on the
refinancing date which are not rated by Moody's. The terms and
conditions of the subordinated notes will be amended in accordance
with the refinancing notes' conditions.

As part of this reset, the Issuer will increase the target par
amount by EUR100,000,000 to EUR500,000,000, will extend the
reinvestment period by 1.25 years to four years and the weighted
average life by 2.25 years to nine years. It will also amend
certain concentration limits, definitions and minor features. In
addition, the Issuer will amend the base matrix and modifiers that
Moody's will take into account for the assignment of the definitive
ratings.

The Issuer is a managed cash flow CLO. At least 92.5% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 7.5% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The transaction does not include an effective date
mechanism. The mitigant to this is that the underlying portfolio is
expected to be fully ramped at closing. In order to issue
definitive ratings on the notes, Moody's will receive fully ramped
portfolio details together with calculations of Collateral Quality
Tests, Portfolio Profile Tests, Coverage Test and Interest
Diversion Test to be analysed and considered when assigning
definitive ratings.

Redding Ridge Asset Management (UK) LLP ("Redding Ridge") will
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's 4-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.

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

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

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

Methodology underlying the rating action:

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

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

The rated 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: EUR500,000,000.00

Diversity Score(1): 44

Weighted Average Rating Factor (WARF): 3200

Weighted Average Spread (WAS): 3.40%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 43.00%

Weighted Average Life (WAL): 9 years




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

BRIGNOLE CO 2019-1: Moody's Upgrades EUR3.2M Class E Notes to B2
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of eight
tranches and affirmed the ratings of six notes in three Italian
Consumer ABS deals. The rating action reflects better than expected
collateral performance and an increase in the levels of credit
enhancement for the affected notes.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain the current ratings on the affected
notes.

Issuer: Brignole CO 2019-1 S.r.l.

EUR278.1M Class A Notes, Affirmed Aa3 (sf); previously on Aug 1,
2019 Definitive Rating Assigned Aa3 (sf)

EUR19.4M Class B Notes, Upgraded to A2 (sf); previously on Aug 1,
2019 Definitive Rating Assigned Baa2 (sf)

EUR14.6M Class C Notes, Upgraded to Baa2 (sf); previously on Aug
1, 2019 Definitive Rating Assigned Ba2 (sf)

EUR4.9M Class D Notes, Upgraded to Ba2 (sf); previously on Aug 1,
2019 Definitive Rating Assigned B2 (sf)

EUR3.2M Class E Notes, Upgraded to B2 (sf); previously on Aug 1,
2019 Definitive Rating Assigned B3 (sf)

Issuer: Sunrise - Series 2017-2

EUR159.5M Class B Notes, Upgraded to Aa3 (sf); previously on Jul
29, 2020 Affirmed A1 (sf)

EUR60.7M Class C Notes, Affirmed A1 (sf); previously on Jul 29,
2020 Affirmed A1 (sf)

EUR28.6M Class D Notes, Affirmed A1 (sf); previously on Jul 29,
2020 Upgraded to A1 (sf)

EUR29.5M Class E Notes, Upgraded to A1 (sf); previously on Jul 29,
2020 Upgraded to A3 (sf)

Issuer: Sunrise - Series 2018-1

EUR800.8M Class A Notes, Affirmed Aa3 (sf); previously on Jan 24,
2020 Affirmed Aa3 (sf)

EUR119.5M Class B Notes, Affirmed A1 (sf); previously on Jan 24,
2020 Affirmed A1 (sf)

EUR71.8M Class C Notes, Affirmed A1 (sf); previously on Jan 24,
2020 Upgraded to A1 (sf)

EUR71.8M Class D Notes, Upgraded to A1 (sf); previously on Jan 24,
2020 Upgraded to Baa1 (sf)

EUR77.7M Class E Notes, Upgraded to A1 (sf); previously on Jan 24,
2020 Upgraded to Ba2 (sf)

Maximum achievable rating is Aa3 (sf) for structured finance
transactions in Italy, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by:

decreased key collateral assumptions, namely the portfolio
Cumulative Default Rate (DP%OB) assumptions due to better than
expected collateral performance

an increase in credit enhancement for the affected tranches

in the case of Sunrise - Series 2017-2 and Sunrise - Series
2018-1, the updated view on the credit quality of the Originator
and Servicer, Agos Ducato S.p.A., owned 61% by Credit Agricole
through Credit Agricole Consumer Finance and 39% by Banco BPM,
leading to reduced counterparty risk related to insurance premium
set-off

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolios
reflecting the collateral performance to date

The performance of the transactions has continued to improve since
the last respective rating actions. Even if total delinquencies
have increased in the past year, 90 days plus arrears currently
stand at 1.00%, 0.76% and 0.34% of current pool balances,
respectively, for Sunrise - Series 2017-2, Sunrise - Series 2018-1
and Brignole CO 2019-1 S.r.l. Cumulative defaults currently stand
at 2.67%, 2.28% and 1.08% of the original pool balances
respectively for Sunrise - Series 2017-2, Sunrise - Series 2018-1
and Brignole CO 2019-1 S.r.l. up from, respectively, 1.90%, 1.37%
and 0.17% a year earlier.

The default probability for Sunrise - Series 2017-2, Sunrise -
Series 2018-1 and Brignole CO 2019-1 S.r.l. has been decreased,
respectively, to 3.75%, 3.74% and 3.12% of the original pool
balance.

Increase in Available Credit Enhancement

Sequential amortization and non-amortizing reserve funds for
Brignole CO 2019-1 S.r.l. led to the increase in the credit
enhancement available in these transactions

For instance, the credit enhancement for Class B Notes in Sunrise -
Series 2017-2 increased to 57.02% from 40.20% since the last rating
action. The credit enhancement for Class D and Class E Notes in
Sunrise - Series 2018-1 increased, respectively, to 30.97% and
16.72% from, respectively, 18.29% and 10.50% since the last rating
action. The credit enhancement for Class B in Brignole CO 2019-1
S.r.l. increased to 14.17% from 9.99% since closing.

Counterparty Exposure

The rating actions took into consideration the notes' exposure to
relevant counterparties, such as servicer, account banks or swap
providers. In particular, the rating action on the Sunrise - Series
2017-2 and Sunrise - Series 2018-1 deals takes into account the
credit strength of the Originator and Servicer, Agos Ducato S.p.A.,
when considering potential set-off and commingling risks.

In Sunrise - Series 2017-2 and Sunrise - Series 2018-1 the cash
proceeds may be invested in eligible investments rated at least
Baa1 or P-1; in Brignole CO 2019-1 S.r.l. the cash proceeds may be
invested in eligible investments rated at least Baa1 or P-2. The
ratings of the mezzanine and junior notes are constrained by risk
from eligible investments.

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 consumer assets from a gradual and unbalanced
recovery in Italian 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.

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in July
2020.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties, and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement, and
(4) deterioration in the credit quality of the transaction
counterparties.


MARCOLIN SPA: S&P Affirms 'B-' LT ICR Amid Proposed Refinancing
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Italy-based eyewear manufacturer Marcolin SpA and assigned its
'B-' issue rating and '4' recovery rating to the EUR350 million
proposed notes.

The negative outlook reflects S&P's view of limited rating headroom
in case of negative deviation from our current base case, due to
the high leverage post-refinancing and uncertainty around the
recovery of operating performance.

Marcolin's proposed refinancing strengthens its liquidity profile.

Marcolin's proposed refinancing will extend the debt maturity
profile and streamline the group's capital structure with no
significant increase of the existing debt quantum. The company
intends to issue EUR350 million senior secured notes maturing 2026
to refinance the EUR250 million notes and EUR40 million drawn
revolving credit facility (RCF), both maturing 2023, and repay the
EUR50 million government-backed loan (SACE) in advance. S&P said,
"We expect fees and transaction costs of EUR5 million-EUR10
million. Post-refinancing, we expect the company to have adequate
liquidity, supported by roughly EUR50 million-EUR55 million of cash
on balance sheet, EUR46 million available under the new super
senior secured RCF, and no significant short term-debt maturities.
Under our base-case scenario, we also expect ample covenant
headroom with the new net leverage covenant set at 11.5x and tested
from September 2022."

Marcolin's operating performance in 2020 was materially affected by
the pandemic. During 2020, Marcolin reported a significant about
30% contraction in sales to EUR340 million, with company reported
EBITDA of about EUR5 million including roughly EUR21 million of
nonrecurring costs (mainly fees related to early termination of
licenses and restructuring costs associated with staff reduction).
The contraction in EBITDA, coupled with working capital outflows,
translated to negative annual free operating cash flow (FOCF) of
EUR60 million. This resulted in a year-on-year increase of about
EUR50 million in S&P Global ratings-adjusted debt to about EUR400
million at year-end 2020. S&P said, "We acknowledge that Marcolin
focused on managing its cost structure in 2020 with the
renegotiation of terms and conditions with licensors (mainly
royalties and marketing costs) and a deep revision of its
organizational structure, including a structural reduction in staff
costs. Going forward, these actions will support the overall
profitability of the company. During 2020, Marcolin also took
extraordinary actions to alleviate liquidity pressure via a EUR25
million shareholder loan received from its majority owner (PAI
Partners) which, in line with our methodology, we classify as
equity. At the same time, the group agreed a suspension of its
financial covenant test on the RCF until September 2021."

S&P said, "From 2021, we expect Marcolin to follow a deleveraging
trend and post positive FOCF. By 2022, we expect the company to
return to pre-pandemic revenue and EBITDA levels. The recovery is
expected to be driven mainly by a better industry environment (with
less government restrictions), improved penetration in emerging
markets (mainly China and Russia), acceleration of e-commerce, and
structural reduction of some operating expenses, including staff,
manufacturing, and logistics. We also expect a strong reduction of
one-off costs and normalization of working capital. This should
help the company to accelerate its deleveraging trend and generate
positive (although limited) FOCF during the next two to three
years. As a result, we expect S&P Global Ratings-adjusted debt to
EBITDA of 7.5x-8.0x in 2022 after approaching 11x at year-end 2021.
Our adjusted debt at year-end 2021 includes the EUR350 million
proposed notes, about EUR20 million-EUR25 million of other
borrowings, roughly EUR15 million-EUR20 million of lease
liabilities, EUR8 million-EUR10 million of factoring, and EUR3
million-EUR5 million of pension liabilities. Due to the
private-equity majority ownership, we do not net cash from the
reported gross debt.

Marcolin's first-quarter results suggest the company could
strengthen profitability on the back of strategic actions around
its manufacturing and distribution activities. Under the new
management team, Marcolin revised its strategy through initiatives
including a review of commercial activities and manufacturing
processes, which resulted in increased manufacturing in Italy and
higher automation. These initiatives are expected to generate
significant savings from staff costs, lower freight costs, and
optimization of inventory management. S&P said, "We understand the
bulk of costs and investments associated with this strategic review
were incurred in 2020 and we factor the full benefit of cost
savings from 2021. Therefore, we project S&P Global
Ratings-adjusted EBITDA of about EUR35 million in 2021 (about 8.5%
EBITDA margin) including a less than EUR5 million hit from
nonrecurring costs. Marcolin also focused on revising its
distribution channel for some high growth markets outside Europe."
In particular, the group took full control of the joint ventures
with distributors in China and Russia, started a new partnership
with a new distributor in South Korea, and set up a new subsidiary
in Australia.

These initiatives showed early results in first-quarter 2021 as
sales in Asia increased 87%, contributing to Marcolin's overall
sales growth of 16.2% compared with first-quarter 2020, reaching
EUR108.7 million (22.8% growth at constant currencies) despite
ongoing COVID-19 related restrictions in most core markets. The
launch of the new Max Mara collections was a key driver of growth
in Europe. Marcolin's reported EBITDA in first-quarter 2021 was
EUR12.4 million (11.4% margin), supporting positive FOCF at about
EUR10 million.

S&P said, "The eyewear market is expected to expand over 2020-2025,
although we assume strong competition in the industry. Despite the
strong decline caused by the pandemic, we believe the eyewear
market offers long-term growth prospects spurred by rising consumer
awareness around eye care, increasing penetration in emerging
markets, and the relatively low entry price within the personal
luxury space. We understand the eyewear market is expected to
expand at a 7% compound annual growth rate over 2020-2025,
according to management estimates. In particular, the COVID-19
pandemic expedited e-commerce channel growth, which is expected to
be a key driver and expand at a higher rate than the overall market
in the coming years. At the same time, we note that competition in
global eyewear is intensifying, both in the mass market and in the
luxury space. Major industry players include EssilorLuxottica,
Kering Eywear, and Safilio group, which have shown some topline
resilience due to a relatively stronger direct to consumer
approach. Conversely, Marcolin remains focused on the wholesale
channel due to the absence of an owned retail network and because
its e-commerce strategy still needs time to deliver results through
partnerships with third-party providers and the development of a
proprietary platform. As a result, we believe the company's topline
growth is somewhat linked to the recovery of its wholesale
partners. Post-pandemic we understand optical retailers are
reducing the size of orders while increasing the frequency to
ensure better inventory management. We also acknowledge demand is
driven by strong and well-known brands. Therefore, we estimate
Marcolin's revenue growth of 20%-25% in 2021 will be supported by
core brands Guess and Tom Ford and contributions from new brands
like Adidas and Max Mara.

"Marcolin's active license management remains a key competitive
advantage to ensure long-term profitable growth. In our view, the
company has a well-balanced brand portfolio across different price
points (mass market and luxury products accounted for 47% and 53%
of sales in 2020 respectively) and product mix (sunglasses and
prescriptions; 40% and 60% of sales respectively). Moreover,
revenue visibility is supported by the long-term maturity of
license agreements, with about 70% of sales coming from agreements
expiring after 2026, including Guess and Tom Ford. Marcolin has
demonstrated a track record of proactively approaching early
renegotiation of its key agreements well in advance of the maturity
date. In 2020, the company also undertook a thorough review of its
brand portfolio, leading to renegotiation of key license agreements
with more favorable terms and conditions. In addition, it extended
the Guess (one of its largest brands in terms of revenue) agreement
until 2030 and terminated some unprofitable licenses with a minimal
effect on EBITDA. At the same time, we project new brand agreements
(Adidas, Max Mara, BMW, and Barton Perreira) will fully compensate
for revenue from discontinued licenses, which we estimate at 5%-6%
of total sales."

The company has completed its investments in Thelios, which could
become a significant value contributor in the future. Thelios, the
joint venture owned 51% by LVMH and 49% by Marcolin, was
established in 2017. It manufactures and distributes sunglasses and
eyewear for LVMH's brands including Louis Vuitton, Celine, Loewe,
Fred, Kenzo, Berluti, Rimowa, and Stella McCartney. Manufacturing
and distribution of these brands started in 2018 after the first
production site was officially inaugurated in April that year.
However, from January 2021 Thelios' brand portfolio expanded with
the introduction of Dior, which is expected to be the joint
venture's main sales contributor. S&P said, "During the start-up
phase, the joint venture required higher-than-anticipated
investments, although we understand that it is now fully up to
speed and should reach breakeven EBITDA by year-end 2021. In
addition, no further material investments are expected going
forward. Over time, we expect that other key LVMH brands could
enter Thelios' license portfolio, although we have limited
visibility. Under our base case, we do not assume any annual cash
dividends distributed by Thelios to Marcolin. We would consider any
such dividends in our S&P Global Rating-adjusted EBITDA calculation
for Marcolin."

The negative outlook reflects our view that Marcolin's leverage at
year-end 2021 will likely remain above 10x and funds from
operations (FFO) cash interest coverage slightly below 2.0x. As a
result, there is limited rating headroom for a significant negative
deviation from our existing base-case scenario of gradual
deleveraging.

S&P said, "We could lower the rating on Marcolin if the company
fails to refinance its capital structure at least 12 months in
advance to the maturity of its existing debt. In addition,
potential pressure on the rating could come via material deviations
from our current base case, translating into S&P Global
Ratings-adjusted leverage remaining sustainably above 10x while FFO
Cash interests falls well below 2.0x on a permanent basis.

"We could revise the outlook back to stable in the next 12 months
if we have evidence that Marcolin will post a solid revenue
recovery while ensuring profitability improvement to support a
clear deleveraging trajectory. Under this scenario, we would likely
observe FFO cash interest close to or above 2.0x and positive
FOCF."




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

MARCEL LUX IV: S&P Puts 'B' ICR on Watch Positive on Planned IPO
----------------------------------------------------------------
S&P Global Ratings placed its 'B' ratings on Marcel Lux IV, the
intermediate holding company of SUSE Linux, and its first-lien term
loan on CreditWatch with positive implications.

The CreditWatch indicates that S&P could raise its ratings,
potentially by up to two notches, once the transaction closes.

The planned IPO and partial debt repayment should lead to much
better credit metrics.

SUSE is planning to issue about $500 million worth of new shares
and use the proceeds to fully repay its $270 million second-lien
term loan and part of the U.S. dollar-denominated first-lien term
loan. S&P said, "We expect this sizable debt repayment will reduce
SUSE's S&P Global Ratings-adjusted leverage to about 5.0x in fiscal
year ending Oct. 31, 2021 (fiscal 2021), compared with 6.5x for
fiscal 2020 and our previous forecast of 7.5x in 2021. We also
expect material cash interest savings because of the full repayment
of the more expensive second-lien term loan, leading to FOCF of
more than EUR150 million, with FOCF to debt above 15% compared with
9.7% in fiscal 2020. We see potential for further deleveraging in
2022 to less than 4x on the back of continued solid growth and a
significant decline in nonrecurring costs."

A more prudent financial policy and additional funding from equity
market reduces acquisition risk.

SUSE announced its long-term target of achieving reported net debt
to cash EBITDA below 3.5x, implying a reduction from about 5.6x in
January 2021. This translates into S&P Global Ratings-adjusted
leverage of about 5x (excluding nonrecurring costs), which is lower
than for sponsor-owned software peers, which typically display
adjusted leverage higher than 6x. S&P said, "We think a more
diverse shareholder structure and management board after the IPO
will, to a certain extent, reduce the company's appetite for
aggressive debt-funded acquisitions, since the company would have
the option of tapping the equity market for funding if needed. In
our view, this provides better visibility of SUSE's capital
structure and financial risk profile in the medium to long term."

Strong growth prospect and solid operating performance support the
business risk profile.

S&P said, "We expect SUSE will continue to expand by 13%-17% in
fiscals 2021-2022, largely in line with the pro forma growth in
2020, supported by increasing cloud adoption, further penetration
of Linux-based operating systems, and expanding market share. In
the first quarter of fiscal 2021, SUSE's annual contract value
increased by 27% from 20% in 2020. We expect strong top-line growth
and diminishing nonrecurring costs related to integrating Rancher
will lead to sound EBITDA margin expansion toward 32% in 2022,
largely in line with the margin in 2020, after an expected
temporary dip in 2021 because of diminishing COVID-19-related cost
savings and margin dilution from the Rancher acquisition.
Additionally, we think SUSE's business is resilient to
macroeconomic volatilities because of its mission-critical services
to enterprise customers. This is demonstrated by the company's high
revenue growth of 17%, and net retention rate of 109% in 2020."

CreditWatch

S&P said, "We expect to resolve the CreditWatch if the IPO is
successful, which is expected over the next two weeks; at which
point, we will likely upgrade SUSE by up to two notches. If the
transaction is not finalized successfully, we will likely affirm
our rating on SUSE."




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

TMF SAPPHIRE: Moody's Alters Outlook on B3 CFR to Positive
----------------------------------------------------------
Moody's Investors Service has changed TMF Sapphire Midco B.V.
("TMF" or "the company") and TMF Sapphire Bidco B.V. outlook to
positive from stable and affirmed the B3 corporate family rating
and B3-PD probability of default rating of TMF. Concurrently,
Moody's has affirmed B2 instrument rating of the EUR950 million
backed senior secured first lien term loan and B2 instrument rating
of the EUR150 million backed senior secured first lien revolving
credit facility, as well as the Caa2 instrument rating on the
EUR200 million backed senior secured second lien term loan, all at
the level of TMF Sapphire Bidco B.V.

RATINGS RATIONALE

The rating action is driven by TMF's operational performance
improvements in 2020 and in the first quarter of 2021 reflected in
EBITDA growth, positive free cash flow (FCF) generation and
deleveraging. The positive outlook recognizes the upside potential
on the rating if the company demonstrates a sustained track record
in improving its operating profitability while strengthening its
FCF generation, reducing its financial leverage and maintaining a
prudent approach towards future M&A activity over the next
quarters.

The affirmation of the B3 CFR reflects (i) TMF's strong position as
a corporate services provider complemented by a global network of
125 offices that enables growth for clients into new regions and
offers cost-efficient outsourcing of corporate functions; (ii) its
resilient business, with long-standing customer relationships and
high switching costs, resulting in around 90% of recurring
revenues; (iii) the stable market with good growth prospects and
limited cyclicality; and (iv) good margins and expectation of
positive FCF generation.

The ratings are constrained by (i) the high Moody's adjusted
debt/EBITDA of 6.6x as of last twelve months ended March 2021
(excluding overdraft facility) and 7.8x (including overdraft); (ii)
the need for strong compliance and know-your-customer (KYC)
procedures given the complexity of regulation, tax and reporting
requirements across the world and legal and regulatory risks
inherent in the industry; (iii) the significant restructuring and
integration costs, that have historically pressured operating cash
flow generation; and (iv) the risk of debt-financed acquisitions or
shareholder distributions given the private equity ownership.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance considerations factored into the rating include the
company's aggressive financial strategy, characterized by the
highly levered capital structure. Moody's also notes that
historically the strategic direction of TMF was less clear, however
under current management this has been redefined and is executed
with clear KPIs against it. Moody's recognizes that the current
management team is making good progress on the business turnaround
since late 2019 and expects continued strategy and budget execution
going forward.

STRUCTURAL CONSIDERATIONS

The B2 rating on the pari passu ranked EUR950 backed senior secured
first lien term loan and EUR150 backed senior secured first lien
revolving credit facility (RCF) is one notch above the CFR of B3 of
TMF which reflects the seniority of these facilities in relation to
the Caa2 EUR200 backed senior secured second lien term loan and the
unsecured lease rejection claims under Moody's loss given default
methodology (LGD). The company's facilities benefit from guarantees
from a number of guarantors which together represent no less than
70% of TMF's consolidated adjusted EBITDA.

LIQUIDITY

TMF's liquidity is good. It is supported by (1) EUR59 million of
cash balances (net of overdrafts) as of March-end 2021, (2) EUR125
million availability under its RCF, and (3) Moody's expectation of
positive FCF generation in the next 12-18 months. The RCF has one
springing covenant (first lien net leverage, a maximum of 9.50x
versus the actual 5.6x as of March-end 2021) that is tested when
the facility is drawn by more than 40%. Moody's expects the company
to be in compliance with the springing covenant at all times.

OUTLOOK

The positive outlook reflects Moody's forecasts of a mid-single
digit organic revenue growth and an adjusted EBITA margin improving
to around 24% through 2022 (22% in 2020), resulting in Moody's
adjusted debt/EBITDA (excluding overdraft) of around 6.0x and
continued positive FCF, with FCF/Debt (excluding overdraft) of 3%
in the next 12-18 months. The forward view does not incorporate any
debt-funded dividends or acquisitions. The positive outlook also
assumes that the group will retain its good liquidity profile.

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

Positive rating pressure requires a sustained track record of
improvements in credit metrics, reflected in Moody's-adjusted
debt/EBITDA (excluding overdrafts) improving towards 6.0x;
EBITA/Interest above 2.0x; and FCF / Debt (excluding overdrafts) of
around 3% or above.

Negative rating pressure could arise if Moody's-adjusted gross
debt/EBITDA (excluding overdrafts) increases towards 8.0x; EBITA/
Interest declines towards 1.0x; FCF turns negative on a sustained
basis resulting in a deterioration of the company's liquidity
profile; or the company undertakes debt-funded shareholder
distributions or acquisitions, which result in a weakening of
credit metrics and liquidity.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

TMF Sapphire Midco B.V. is a global provider of business process
services for companies (65% of revenues), financial institutions,
including funds and capital markets (30%), and family offices (5%)
in over 85 jurisdictions. The company's Global Entity Management
(GEM) business line represents 40% of its revenue and provides
services associated with the creation and administration of
financial vehicles, the administration of structures for companies
and high-net-worth individuals and the administration of
alternative investments, especially for the private equity and real
estate sectors. The Accounting & Tax (A&T) and the HR & Payroll
(HRP) business lines generate 40% and 20% of revenue, respectively,
and provide accounting, tax and administrative (including payroll)
services for companies. Since 2018, TMF has been owned by funds
ultimately controlled by CVC, while its current and previous
management hold an aggregate stake of less than 10%.




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

TAP: European Commission Argues Against State Aid
-------------------------------------------------
Valentina Pop and Philip Georgiadis at The Financial Times report
that Irish low-cost carrier Ryanair on May 19 scored its first
partial victories at the EU's second-highest court against rival
airlines propped up by state aid during the pandemic.

The Luxembourg-based General Court ruled the European Commission
argued insufficiently why Portugal's TAP airline and the
Netherlands' KLM carrier should receive state aid totalling EUR4.6
billion back in June 2020, the FT relates.

However, the court said in both cases, given the "particularly
damaging impact of the pandemic", the airlines did not have to pay
the money back pending new decisions by the commission, according
to the FT.

Still, it marks a victory for Ryanair chief executive Michael
O'Leary, who has succeeded for the first time in getting state aid
decisions favouring rivals annulled in an EU court after filing
more than 20 complaints, the FT notes.

He has been a fierce critic of state support given to national flag
carriers, which he said would not be paid back to governments in
what amounted to subsidies and a suppression of competition, the FT
relays.

According to the FT, Ryanair welcomed the court's rulings on the
Portuguese and Dutch cases, saying the funding of those carriers
"went against the fundamental principles of EU law and reversed the
clock on the process of liberalisation in air transport by
rewarding inefficiency and encouraging unfair competition".

Mr. O'Leary argued support made available to flag carriers only was
discriminatory and undermined the EU's single market in air travel,
the FT discloses.

He has labelled carriers including Air France and KLM as state-aid
"junkies", but others in the industry argue the support was needed
to help carriers survive an unprecedented collapse in passenger
numbers, the FT notes.

The commission, as cited by the FT, said in both cases it would
"carefully study the judgment and reflect on possible next steps".

KLM said it had taken note of the judgment and would review it,
according to the FT.  "The decision of the General Court does not
have any consequences for KLM and the aid it has received at this
moment. The General Court has decided that the consequences of the
annulment will be suspended," it added.

TAP said the decision "will have no immediate impact" on the
state-aid granted to it, the FT relates.




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

ANTIPINSKY: Rusinvest Acquires Oil Refinery for RUR111 Billion
--------------------------------------------------------------
Reuters reports that Russia's largest standalone oil processing
plant, the Antipinsky oil refinery, was sold on May 18 for almost
RUR111 billion (US$1.50 billion) as part of bankruptcy proceedings,
an online sale platform showed.

The online platform showed that a company called Rusinvest
completed the purchase of the plant located in West Siberia,
Reuters discloses.

The refinery, which has a capacity of 7.5 million tonnes per year,
filed for bankruptcy in 2019 after having halted operations on
several occasions because of a lack of funds to pay for crude oil
deliveries, Reuters relates.

Russia's largest bank, Sberbank, had been the refinery's main
creditor, Reuters notes.




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

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

Pegasus Airlines' high operating efficiency and industry-leading
operating margins partly offset its small size and scope compared
with larger global airlines and leading LCCs.

As an LCC, Pegasus Airlines carried about 31 million passengers in
2019 and close to 15 million in 2020, while finishing last year
with a fleet of 93 aircraft. This, combined with its significant
exposure to one country--Turkey--and small share in the
international market, translates into a narrow business scope
compared with the company's closest rated airline peer, Turkish
Airlines, which serves about two times more passengers per year and
has a more than three times larger aircraft fleet. Based in its
main hub Sabiha Gökçen Airport, the second largest airport in
Istanbul, Pegasus Airlines flies to 43 countries and 111
destinations. It has a short- and medium-haul route network of
which about two-thirds pertains to international flights connecting
to Europe (including North Cyprus), the Commonwealth of Independent
States (CIS), and Middle East and Africa. The remaining one-third
relates to domestic flights among key cities in Turkey, such as
Adana, Antalya, and Izmir. The airline also lacks diversification
into cargo flight operations and typically highly profitable
premium travel. Pegasus Airlines' relatively small scope and the
resulting low absolute pre-pandemic S&P Global Ratings-adjusted
EBITDA base of EUR576 million in 2019, make the company more
susceptible to unforeseen high-impact and low-probability events
than larger players, such as Turkish Airlines, easyJet, and
Ryanair, which generate two-to-four times higher earnings under
normal industry conditions.

The rating is further constrained by Pegasus Airlines'
susceptibility to the fundamental characteristics of the airline
industry. These include economic cycles, oil-price fluctuations,
high capital intensity, and unforeseen events, including terrorism
and disease outbreaks. These constraints are partly counterbalanced
by Pegasus Airlines' leading position in Turkey, with an about 31%
market share in the domestic market in 2019. Pegasus Airlines' high
operating efficiency is underpinned by its balanced fuel hedging of
at least 50% of its full-year requirements, young fleet (average
age of about five years), and track record of
above-industry-average load factors. Pegasus Airlines also has a
competitive cost structure and the lowest unit cost per passenger
among its peers thanks to tight cost control and competitive labor
costs. In 2019, the airline achieved an S&P Global Ratings-adjusted
EBITDA margin of 33%, outperforming margins of our rated LCC peers
including Southwest (20%) and JetBlue (19%) in the U.S., as well as
Ryanair (17%) and easyJet (15%) in Europe. Pegasus Airlines is
embarking on a fleet modernization and expansion that will help to
lower its unit costs and add seat capacity.

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

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

S&P said, "We expect 2021 to be another very difficult year for
Pegasus Airlines, but a meaningful improvement from 2022 is likely.
Although we recognize strong pent-up demand for holiday travel, the
airline's cash flow generation depends on passenger traffic
recovery and new bookings, which are in turn contingent on
governments easing travel and quarantine restrictions in Pegasus
Airlines' major markets. Low visibility of the pandemic,
vaccination pace and effectiveness, government-imposed lockdown and
travel restrictions, and their impact on passenger volumes, add
significant uncertainty to our forecasts. That said, in our base
case, air travel demand will start to recover in late 2021, and
gain momentum in 2022. Accordingly, we forecast Pegasus Airlines'
passenger numbers will improve moderately to 15 million-18 million
in 2021 (50%-60% of 2019 levels) and 25 million-29 million in 2022
(80%-95%), compared with close to 31 million in 2019 and about 15
million in 2020. Combined with likely pressure on yields as
airlines compete to fill seats and expand load factors at the
expense of ticket prices, and only slowly rebounding ancillary
spending, we forecast S&P Global Ratings-adjusted EBITDA will
increase to EUR100 million-EUR200 million in 2021, compared with
EUR576 million in 2019 and EUR136 million in 2020. It should then
reach EUR400 million-EUR430 million in 2022 as competitive pressure
alleviates in line with increasing passenger traffic. Slow recovery
in EBITDA, aggravated by working capital needs, which could be
material because of further potential ticket refunds, muted forward
bookings (particularly in first-half 2021), and cash outflows for
lease payments will result in persistently negative operating cash
flow (OCF). Combined with capex for new planes, this will lead to a
buildup of financial leverage in 2021. We forecast Pegasus
Airlines' S&P Global Ratings-adjusted debt will increase to EUR2.3
billion-EUR2.4 billion by year-end 2021 (from EUR2.1 billion in
2020) mainly comprising leases and the $375 million senior
unsecured notes. In our base case, OCF will turn positive in 2022
as passenger traffic rebounds.

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

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

S&P said, "Pegasus Airlines is mostly exposed to three currencies
(Turkish lira, U.S. dollar, and euro) and takes measures to limit
exchange rate risk.Under normal operating conditions, we believe
that the airline will be able to pass the impact of exchange rate
fluctuations on revenue, operating expenses, and interest payments
to its customers via ticket prices. Pegasus Airlines prices most of
its flight tickets in U.S. dollars, and customers have the option
to execute the purchase in several currencies. The airline
generates most revenue in euros, U.S. dollars, and Turkish lira.
Exposure to Turkish lira and euros is naturally hedged and the
company has an overall long position in euros. That said, after the
planned repayment of the existing bank loans, we estimate that
about half of its financial and lease liabilities will be
denominated largely in euros, and about half in U.S. dollars.
Therefore, the company has an overall short position in U.S.
dollars. As the Turkish lira has seen persistent depreciation
against major currencies since 2010, Pegasus Airlines actively
converts lira to hard currencies such as U.S. dollars and euros on
a rolling daily basis. In 2020, 95% of the EUR400 million
equivalent cash balance was in major currencies, mainly U.S.
dollars and euros, as well as British pounds and Swiss francs, and
less than 5% was in Turkish lira. Our ratings also incorporate that
Pegasus Airlines will maintain a large cash balance in U.S. dollars
to provide an ample liquidity cushion for U.S. dollar coupon
payments (about $35 million per year). The airline plans to expand
its network and fly to Middle Eastern and Russian destinations,
which will increase its U.S.-dollar-based revenue contribution.
Pegasus Airlines also faces translation risk. Since its reporting
currency is euros, its debt position could fluctuate depending on
the exchange rate between U.S. dollars and euros.

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

"The stable outlook reflects our view that Pegasus Airlines'
financial metrics will remain under pressure in the next few
quarters before they begin to gradually recover from late 2021 as
passenger traffic gains momentum, and that its liquidity will
remain adequate."

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

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

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

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

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

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

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




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

CARILLION PLC: Liquidators Strike Funding Deal for KPMG Lawsuit
---------------------------------------------------------------
Michael O'Dwyer at The Financial Times reports that the liquidators
of Carillion have struck a deal with a specialist litigation funder
to bankroll a GBP250 million lawsuit against KPMG, the collapsed
outsourcer's former auditor.

Litigation Capital Management, an Aim-traded litigation funder,
said on May 19 it had entered an agreement with certain Carillion
entities to finance a claim in the English High Court over how KPMG
conducted its audits of the outsourcing group, the FT relates.

Carillion collapsed in January 2018 with GBP7 billion of
liabilities and just GBP29 million of cash, fuelling debate over
whether auditors in the UK were doing enough to raise red flags at
struggling companies, the FT recounts.

KPMG is under a separate investigation by the UK's accounting
watchdog over its work for Carillion, the FT discloses.

Carillion is being wound up by the official receiver, a civil
servant employed by the Insolvency Service that has appointed PwC
as special manager to run the liquidation, the FT notes.

According to the FT, the official receiver claimed in legal
documents last year that KPMG's clean audit opinions led
Carillion's board to believe the business was "profitable and
sustainable".  It added the directors approved almost GBP250
million in dividends and advisers' fees over two years on the back
of the unqualified audits, the FT relays.

In June, the High Court rejected an attempt by the official
receiver to force KPMG to disclose documents relating to its audits
because it was capable of launching a negligence claim without the
papers, the FT discloses.

Litigation funders provide the cash needed to pay legal fees and
other costs of bringing a legal claim, and make money by receiving
a slice of the damages awarded if the claim succeeds, the FT says.

In a separate investigation, the Financial Conduct Authority found
in November that Carillion and some of its former directors
recklessly misled markets as the government contractor's financial
position worsened before its eventual collapse, the FT recounts.


LIBERTY STEEL: Jingye Mulls Acquisition of UK Steel Plants
----------------------------------------------------------
Sylvia Pfeifer and Jim Pickard at The Financial Times report that
the Chinese owner of British Steel is interested in buying Sanjeev
Gupta's UK steel plants, setting up a potential geopolitical
dilemma for Boris Johnson's government.

Mr. Gupta has been struggling to secure new financing for his
metals empire since its main lender, Greensill Capital, collapsed
in March, the FT relates.

Jingye Group, which acquired British Steel in late 2019, has told
government officials it is willing to step in to take on parts of
Gupta's Liberty Steel, the UK's third-largest producer, if the
industrialist fails to find fresh funding, the FT relays, citing
several people familiar with the matter.

Jingye "wants to set up an empire in the UK and there have already
been discussions with government", the FT quotes one person
familiar with the Chinese company's thinking, as saying while
stressing that talks remain at an exploratory stage.

One official confirmed that the government was talking to Jingye,
the FT notes. "They have expressed an interest in Liberty assets in
the future," he said. "However, it is not the government's job to
be playing matchmaker at this stage."

Mr. Gupta's efforts to find new financing have been complicated
after the Serious Fraud Office last week said it was investigating
his empire, GFG Alliance, for suspected fraud and money laundering,
the FT discloses.  GFG has denied wrongdoing and said it was
co-operating with the probe, the FT notes.

GFG on May 19 said it was making progress in the refinancing, and
Gupta has previously vowed that the UK steel plants will not close
under his watch, the FT relates.

Liberty Steel employs about 3,000 people across the country,
including 1,600 at three sites in Yorkshire, which produce
high-grade speciality steel for aerospace and defence customers.


LONDON WALL 2021-01: Moody's Gives Ba1 Rating on Class X Notes
--------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to Notes
issued by London Wall Mortgage Capital plc: Series Fleet 2021-01:

GBP276.7M Class A Mortgage Backed Floating Rate Notes due May
2051, Definitive Rating Assigned Aaa (sf)

GBP15.5M Class B Mortgage Backed Floating Rate Notes due May 2051,
Definitive Rating Assigned Aa1 (sf)

GBP4.6M Class C Mortgage Backed Floating Rate Notes due May 2051,
Definitive Rating Assigned Aa1 (sf)

GBP6.2M Class Z1 Mortgage Backed Fixed Rate Notes due May 2051,
Definitive Rating Assigned Aa3 (sf)

GBP6.2M Class Z2 Mortgage Backed Fixed Rate Notes due May 2051,
Definitive Rating Assigned A1 (sf)

GBP20.1M Class X Floating Rate Notes due May 2051, Definitive
Rating Assigned Ba1 (sf)

Moody's has not assigned a rating to the GBP 3.1M Class Z3 Fixed
Rate Notes due May 2051.
RATINGS RATIONALE

The Notes are backed by a pool of UK buy-to-let ("BTL") mortgage
loans originated by Fleet Mortgages Limited ("Fleet", NR).

The portfolio of assets amount to approximately GBP309 million as
of March 31, 2021 pool cutoff date. The non-amortising Reserve Fund
is funded to 1% of the Class A to Z2 Notes balance at closing.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a granular portfolio, a non-amortising reserve
fund sized at 1% of Class A to Z2 initial notes balance and
significant excess spread due to zero coupon junior notes and
relatively high portfolio yield. However, Moody's notes that the
transaction features some credit weaknesses such as an unrated
servicer and some vintages concentration. Various mitigants have
been included in the transaction structure such as a back-up
servicer facilitator, as well as a principal to pay interest
mechanism available to the most senior class of notes outstanding.

Moody's determined the portfolio lifetime expected loss of 1.25%
and Aaa MILAN credit enhancement ("MILAN CE") of 12.0% related to
borrower receivables. The expected loss captures Moody's
expectations of performance considering the current economic
outlook, while the MILAN CE captures the loss Moody's expect the
portfolio to suffer in the event of a severe recession scenario.
Expected defaults and MILAN CE are parameters used by Moody's to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
the ABSROM cash flow model to rate RMBS.

Portfolio expected loss of 1.25%: This is lower than the recent UK
BTL RMBS sector average and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: (i) the
collateral performance of Fleet originated loans to date, with
cumulative losses of 0% during the past 5 years; (ii) the
performance of previously securitised portfolios, with cumulative
losses of 0% to date; (iii) the current macroeconomic environment
in the UK and the impact of future interest rate rises on the
performance of the mortgage loans; and (iv) benchmarking with other
UK BTL transactions.

MILAN CE for this pool is 12.0%, which is in line with other UK BTL
RMBS transactions, owing to: (i) the WA current LTV for the pool of
71.0%; (ii) top 20 borrowers constituting 6.1% of the pool; (iii)
static nature of the pool; (iv) the fact that 93.7% of the pool are
interest-only loans; (v) the share of self-employed borrowers of
39.4%, and legal entities of 36.1%; (vi) the presence of 25.6% of
HMO and MUB loans in the pool; and (vii) benchmarking with similar
UK BTL transactions.

Operational Risk Analysis: Fleet is the servicer in the transaction
whilst Citibank N.A., London Branch, is acting as the cash manager.
In order to mitigate the operational risk, Law Debenture Corporate
Services Limited (NR) acts as back-up servicer facilitator. To
ensure payment continuity over the transaction's lifetime, the
transaction documentation incorporates estimation language whereby
the cash manager can use the three most recent servicer reports
available to determine the cash allocation in case no servicer
report is available. The transaction also benefits from approx. 4
quarters of liquidity for Class A based on Moody's calculations.
Finally, there is principal to pay interest as an additional source
of liquidity for the Classes A to C (if the relevant tranche is the
most senior class of notes outstanding).

Interest Rate Risk Analysis: 96.7% of the loans in the pool are
fixed rate loans reverting to three month LIBOR with the remaining
portion linked to BBR. The Notes are floating rate securities with
reference to daily SONIA. To mitigate the fixed-floating mismatch
between fixed-rate assets and floating liabilities, there is a
scheduled notional fixed-floating interest rate swap provided by
BNP Paribas (Aa3(cr)/P-1(cr)).

CURRENT ECONOMIC UNCERTAINTY:

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 consumer assets from a gradual and unbalanced
recovery in the UK 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.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
December 2020.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Significantly different actual losses compared with Moody's
expectations at close due to either a change in economic conditions
from Moody's central scenario forecast or idiosyncratic performance
factors would lead to rating actions. For instance, should economic
conditions be worse than forecast, the higher defaults and loss
severities resulting from a greater unemployment, worsening
household affordability and a weaker housing market could result in
a downgrade of the ratings. Deleveraging of the capital structure
or conversely a deterioration in the Notes available credit
enhancement could result in an upgrade or a downgrade of the
ratings, respectively.


LONDON WALL 2021-01: S&P Assigns B- Rating on Class X Notes
-----------------------------------------------------------
S&P Global Ratings assigned credit ratings to London Wall Mortgage
Capital PLC's Series Fleet 2021-01 notes.

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

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

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

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

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

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

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

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

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

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

Fleet Mortgages Ltd. is the servicer in this transaction.

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

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

  Ratings

  CLASS      RATING*    CLASS SIZE (MIL. GBP)
  A          AAA (sf)      276.709
  B-Dfrd     AA- (sf)       15.458
  C-Dfrd     A (sf)          4.637
  Z1-Dfrd    BBB+ (sf)       6.183
  Z2-Dfrd    BB+ (sf)        6.183
  Z3         NR              3.092
  X-Dfrd     B- (sf)        20.096
  S          NR              3.0

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, and the ultimate
payment of interest and principal on the other rated notes.

NR--Not rated.


LUNAR FUNDING: S&P Removes 'B+' Notes Rating CreditWatch Negative
-----------------------------------------------------------------
S&P Global Ratings removed from CreditWatch negative its 'B+'
credit rating on Lunar Funding I Ltd.'s series 6 repack notes.

The rating action follows S&P's May 11, 2021 rating action on
Mitchells & Butlers Finance PLC's class C1 notes.

Under its "Global Methodology For Rating Repackaged Securities"
criteria, S&P weak-links its rating on Lunar Funding I's series 6
notes to the lowest of:

-- S&P's rating on the fixed- and floating-rate asset-backed class
C1 notes issued by Mitchells & Butlers Finance;

-- S&P's issuer credit rating (ICR) on NatWest Markets PLC as the
fee payer;

-- S&P's ICR on Deutsche Bank AG (London Branch) as custodian;

-- S&P's ICR on NatWest Markets as bank account provider; and

-- S&P's ICR on the Bank of New York Mellon (London Branch) as
custodian, which it derives from its ICR on the Bank of New York
Mellon as branch parent.

Therefore, following S&P's recent rating action on Mitchells &
Butlers Finance's class C1 notes, it has removed from CreditWatch
negative its 'B+' rating on Lunar Funding I's series 6 repack
notes.

Mitchells & Butlers Finance's primary sources of funds for
principal and interest payments 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. Our ratings address the timely payment of interest and
principal due on the notes.

S&P said, "In our view, the transaction's credit quality has
declined due to health and safety fears related to COVID-19. We
believe this will negatively affect the cash flows available to the
issuer."

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

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

-- Health and safety


MITCHELLS & BUTLERS: S&P Affirms B+ Rating on 2 Custodial Receipts
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B+ (sf)' long-term ratings on two
custodial receipts related to the class C1 6.469% secured notes due
Dec. 15, 2032, from Mitchells & Butlers Finance PLC. The ratings
were removed from CreditWatch, where we placed them with negative
implications on April 17, 2020.

S&P said, "Our rating on the EUR63.993 million custodial receipts
is dependent on the higher of the rating on the insurance provider,
Ambac Assurance Corp. (not rated) and the rating on the underlying
security, Mitchells & Butlers Finance PLC's class C1 6.469% secured
notes due Dec. 15, 2032 ('B+ (sf)/NM').

"Similarly, our rating on GBP16.007 million custodial receipts is
dependent on the higher of the rating on the insurance provider,
Ambac Assurance U.K. Ltd. (not rated) and the rating on the
underlying security, also Mitchells & Butlers Finance PLC's class
C1 6.469% secured notes due Dec. 15, 2032 ('B+ (sf)/NM')."

The rating actions reflect the May 11, 2021, affirmation of the 'B+
(sf)' long-term rating on the underlying security and its removal
from CreditWatch, where it had been placed with negative
implications on April 17, 2020.

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

S&P may take subsequent rating actions on these transactions due to
changes in its rating assigned to the underlying security or
insurance provider.

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

-- Health and safety.

  Ratings Affirmed And Removed From Watch Negative

  Mitchells & Butlers Finance PLC

  EUR63.993 million custodial receipts: to 'B+ (sf)/NM' from 'B+
(sf)/Watch Negative'

  GBP16.007 million custodial receipts: to 'B+ (sf)/NM' from 'B+
(sf)/Watch Negative'



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *