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

                          E U R O P E

          Friday, May 21, 2021, Vol. 22, No. 96

                           Headlines



B E L A R U S

BELARUSBANK: Fitch Affirms 'B' LongTerm IDR, Outlook Negative


F R A N C E

KAPLA HOLDING: S&P Alters Outlook to Positive & Affirms 'B' ICR


G E R M A N Y

KION GROUP: S&P Alters Outlook to Positive & Affirms 'BB+' LT ICR
WIRECARD: Germany's Top Court to Decide on EY Documents Dispute


I R E L A N D

CROSTHWAITE PARK: S&P Assigns B- Rating on Class E Notes
JUBILEE CLO 2013-X: Fitch Assigns B- Rating on Class F-R-R Tranche
JUBILEE CLO 2013-X: S&P Assigns B- Rating on Class F-R Notes


I T A L Y

KEDRION SPA: S&P Assigns 'B' Issuer Credit Rating, Outlook Positive


L U X E M B O U R G

SES SA: S&P Assigns 'BB' Rating on New Junior Sub. Hybrid Debt


N E T H E R L A N D S

BOELS VERHUUR: S&P Alters Outlook to Stable & Affirms 'BB-' ICR


R O M A N I A

IMPACT DEVELOPER: S&P Withdraws 'B-' LT Issuer Credit Rating


R U S S I A

ENTER ENGINEERING: S&P Withdraws Preliminary 'B/B' ICRs
NAT'L FACTORING COMPANY: Fitch Puts 'B+' LT IDR on Watch Positive


T U R K E Y

ARCELIK AS: Fitch Gives 'BB(EXP)' Rating to EUR350MM Unsec. Bond
LIMAK ISKENDERUN: Fitch Assigns BB- Rating on US$370MM Notes
TURKIYE EMLAK KATILIM: Fitch Affirms 'B' Foreign Currency IDR
TURKIYE IHCARAT: Fitch Affirms 'B+' Foreign Currency IDR
TURKIYE KALKINMA: Fitch Affirms 'BB-' LT Foreign Currency IDR

TURKIYE SINAI: Fitch Affirms 'B+' Foreign Currency IDR, Outlook Neg


U N I T E D   K I N G D O M

BELLHILL LTD: Enters Administration, 30 Jobs Affected
CINEWORLD GROUP: Fitch Puts 'CCC' LT IDR on Watch Negative
GREENE KING: Fitch Affirms BB+ Rating on Class B Notes
GREENSILL CAPITAL: Tokio Marine Defends Governance Controls
HENBURY SOCIAL: Goes Into Administration, Put Up for Sale

LIBERTY GLOBAL: S&P Affirms 'BB-' ICR on Improved Performance
MABEL TOPCO: S&P Affirms 'B-' LongTerm ICR Then Withdraws Rating


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People
[*] EUROPE: ECB Warns of Insolvencies When Pandemic Aid is Lifted

                           - - - - -


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B E L A R U S
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BELARUSBANK: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
-------------------------------------------------------------
Fitch Ratings has affirmed Belarusbank's (BBK), Belinvestbank,
OJSC's (BIB), and JSC Development Bank of the Republic of Belarus's
(DBRB) Long-Term Issuer Default Ratings (IDR) at 'B'. The Outlooks
are Negative.

KEY RATING DRIVERS

IDRS, SUPPORT RATINGS (SR) AND SUPPORT RATING FLOORS (SRF)

As state-owned banks', the IDRs, SRs and the SRFs of BBK, BIB and
DBRB are driven by potential support from the Republic of Belarus
(B/Negative) in case of need. The Negative Outlooks on the banks
reflect the potentially weaker financial position of the sovereign,
which would undermine its ability to provide support to the banks.
The sovereign's external position remains strained, following a
sharp fall in foreign-exchange (FX) reserves in 3Q20, and
government foreign-currency (FC) repayments are high. This, also in
light of the potential crystallisation of contingent liabilities
from the large public sector, could constrain financial flexibility
of the authorities to provide support, particularly in FC, in case
of need.

The three banks' domestic FC deposits (an aggregate USD6 billion at
end-1Q21), sizeable FC non-deposit liabilities (USD4.5 billion,
including short-term USD1.3 billion) and their own limited highly
liquid FC assets (USD0.8 billion) compared with the sovereign's FX
reserves (USD7.3 billion as of end-4M21) could also make them
difficult to support by the government, especially in a deep stress
scenario. Both BBK and BIB experienced deposit volatility during
the market turbulence in 2Q20 and 3Q20, although the associated
impact on their deposit base and liquidity profile has been
contained. This is attributable to the banks' systemic status and
state ownership as well as sizeable portion of irrevocable deposits
(around 35%-40% of customer funds).

DBRB does not attract customer deposits and nearly three quarters
of its FC obligations are longer-term. During 2020-1Q21 the bank
maintained access to external creditors to refinance upcoming
maturities.

The propensity of the authorities to support these banks remains
high, in Fitch's view, given: (i) majority state ownership, (ii)
BBK's exceptional systemic importance and policy roles (BBK and
DBRB), (iii) the government's subsidiary liability on DBRB's bonds
and (iv) the record of support to the three banks to date.

VIABILITY RATINGS (VRs)

Fitch has not assigned a VR to DBRB due to the bank's special legal
status, its policy role as a development institution, and its close
association with the state authorities.

The 'b-' VRs of BBK and BIB capture Fitch's assessment of the
domestic operating environment and the banks' financial profiles,
which are highly sensitive to Belarus's economic performance and
changes in the sovereign's credit profile. This is due to the
banks' high concentration of operations in Belarus and their
material direct, through the holdings of Belarusian government debt
(end-2020: 0.6x Fitch Core Capital (FCC) at BBK and 1.1x FCC at
BIB), and indirect exposure to the public sector (through lending
to state-owned enterprises (SOE)).

The impact of the pandemic on Belarus's economic growth was less
severe than at regional peers as the country did not adopt harsh
containment measures. Real GDP contracted only 0.9% in 2020,
despite additional shocks from the oil sector and political
developments. Fitch is projecting growth of just 0.7% in 2021 as
weak domestic demand will outweigh an improved external
environment.

Fitch expects problem loan recognition in local accounts to be
delayed as regulatory forbearance measures, which have helped with
management of solvency and asset-quality metrics, are extended
further to end-2021. However, residual asset-quality risks due to
the lag effect from the crisis, Belarusian rouble (BYN) weakness
(when lending is dollarised, at 53% of loans at BBK and 34% at BIB)
and other domestic challenges, in particular, BYN-liquidity
constraints and high funding costs, will dampen lending and
performance prospects in 2021 and, potentially, in 2022.

BBK entered the crisis with relatively high levels of problem
exposures, which is explained by its involvement in
government-prioritised financing, as per its policy role. Financing
was mostly to SOEs at around 73% of corporate loans at end-2020. In
2020 BBK's lending net of FX effects expanded about 22% (sector
average of 11%), in part due to additional financing of
crisis-affected borrowers, which was backed by capital support,
state guarantees on loans and central-bank financing.

BBK's impaired loans (Stage 3 and purchased or originated
credit-impaired (POCI) stood at a high 15.4% of end-2020 loans;
Fitch forecasts it to decrease to 12.4%, following restructuring of
a large SOE in 1Q21. Stage 2 loans were a further 16.3% (end-2019
Stage 3: 13.5% and Stage 2: 18.3%). Specific loan loss allowances
(LLAs) covered end-2020 impaired loans by a modest 17% as borrowers
debt service is being helped by government subsidies on interest
payments or, in some cases, loan repayments under state
guarantees.

BIB's exposure to SOEs was a more moderate 37% of corporate loans
at end-2020, as a result of the bank's diversification strategy in
recent years. Impaired loans decreased to a moderate 6.2% of loans
at end-2020 from 9.8% at end-2019, following portfolio clean-up and
lending growth, net of FX-effects, of 14%. Stage 2 loans decreased
to 10% of loans, from 15.4% at end-2019. Impaired loans coverage by
specific LLAs was decent at 97%.

Fitch expects loan seasoning in 2021-2022 to result in further
migrations to Stage 2 and Stage 3 categories, given the banks'
exposure to financially vulnerable and highly leveraged SOEs. High
loan concentrations at both banks expose them to large credit
events, and continued government support to the public sector
remains important, particularly, for BBK.

Pre-impairment profitability was reasonable in 2020, driven by
continued lending growth while margins were under pressure from
increased funding costs since 2H20. Both banks' pre-impairment
profits at 5% of average gross loans in 2020 offered reasonable
capacity to absorb additional losses. Fitch's core profitability
metric - operating profit/risk-weighted assets (RWAs) - was a
modest 0.7% at BBK (including a loss on initial recognition of
POCI) and 0.6% at BIB in 2020, constrained by high risk costs.
Fitch expects future performance to be largely dependent on
asset-quality trends.

At end-2020, the FCC ratio was moderate at 10.8% at BBK and a
higher 13.4% at BIB. Fitch assesses both banks' capitalisation in
the context of their under-provisioned impaired loans and high
credit risks. BBK's impaired loans, net of specific LLAs, amounted
to a large 1x FCC and net Stage 2 loans made up a further 1.9x FCC.
These metrics at BIB were a low 0.01x FCC and a moderate 0.5x FCC,
respectively.

At end-1Q21, BBK's regulatory solvency ratios of 17.3% (CET1) and
20.3% (total capital adequacy ratio (CAR)) were underpinned by
capital increase during the quarter (equal to 3% of end-2020 RWAs)
and also reflected the sizeable effect of regulatory forbearance
measures. Net of the latter, however, regulatory solvency metrics
remain well above the regulatory minimums of 8.5% (CET1) and 12.5%
(CAR), including buffers.

BIB's CET1 and CAR were 9.7% and 18%, respectively, at end-1Q21,
while the bank has largely eliminated regulatory forbearance
measures to manage solvency metrics.

Liquidity risks mostly result from potentially constrained access
to FX, high dollarisation of liabilities (end-2020, BBK: 63%, BIB:
49%) and high volumes of wholesale foreign funding at BBK (22% of
end-2020 liabilities). Fitch does not expect immediate pressure on
BBK's and BIB's funding and liquidity profiles due to decreased
deposit volatility, a functional FX-market and accumulation of
moderate buffers of highly liquid assets. BBK's upcoming funding
maturities are dominated by trade-finance facilities, which should
be self-liquidating. Additional moderate FC liquidity could be
sourced from repayments of sovereign FC-securities maturing in
2021.

SENIOR UNSECURED DEBT

DBRB's senior unsecured debt rating is aligned with the bank's
Long-Term FC IDR. The Recovery Rating of 'RR4' reflects Fitch's
view of average recovery prospects, in case of default.

RATING SENSITIVITIES

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

-- The banks' IDRs could be downgraded in case of a sovereign
    downgrade. They could also be downgraded, and hence notched
    off the sovereign's, if timely support is not provided, when
    needed.

-- BBK's and BIB's VRs could be downgraded in case of un-remedied
    capital erosion at these banks caused by marked deterioration
    in asset quality (impaired loans' ratio is sustainably above
    18% at BBK and above 15% at BIB) or a significant tightening
    of their FC liquidity.

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

-- An upgrade of the IDRs is unlikely in the near term given the
    Negative Outlook on Belarus's sovereign rating.

-- The potential for positive rating action on the VRs is limited
    in the near term, given weaknesses in the banks' standalone
    profiles, persistent economic challenges and external finance
    pressures. Improved prospects for Belarus's operating
    environment, indicated by the sustained economic recovery and
    stabilised exchange rate, allowing for improvements in asset
    quality and performance metrics would be positive for the
    banks' standalone profiles.

SENIOR UNSECURED DEBT

DBRB's senior unsecured issues' ratings would likely move in tandem
with the bank's Long-Term FC IDR.

BEST/WORST CASE RATING SCENARIO

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The three banks' IDRs are driven by the potential support from
Belarus' sovereign.

ESG CONSIDERATIONS

BBK has an ESG Relevance Score of '4' for Governance Structure,
which reflects significant state-directed lending. This has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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




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F R A N C E
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KAPLA HOLDING: S&P Alters Outlook to Positive & Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on French rental equipment
group Kapla Holding SAS (Kiloutou) to positive from negative and
affirmed the 'B' ratings on the company and the company's $860
million senior secured floating and fixed-rate notes maturing in
2026.

The '3' recovery rating on the notes is unchanged, but S&P has
revised up its expectation of recovery in the event of a payment
default to 60% from 55% previously.

S&P said, "The positive outlook reflects our expectation of topline
and EBITDA growth from volume and price recovery, coupled with
EBITDA-accretive bolt-on acquisitions over the next 12 months,
which should result in overall group margin improvement to more
than 37% and leverage decreasing well below 5x in 2021 and in
2022.

"We expect Kiloutou's credit metrics will continue to recover in
2021, despite challenging industry conditions caused by the
pandemic. Kiloutou demonstrated decreasing revenue for full-year
2020 due to the weak economy and nationwide closure of rental
locations. The first French lockdown and the related closure of
branches contributed to squeeze revenue by about 12% in 2020. We do
not expect a strong rebound in demand for rental equipment in 2021
given the uncertainties weighing on investments and projects. In
our view, however, the French market partly recovered during the
first quarter of 2021 and the group will benefit from external
growth. We anticipate that revenue will increase by about 19% and
EBITDA margins to above 37% in 2021, supported by rolling bolt-on
acquisitions. We estimate Kiloutou's adjusted leverage will be less
than 4.5x in 2021 and improve toward 4.2x in 2022. Our measure of
leverage in 2021 mainly includes approximately EUR460 million of
fixed-rate notes, about EUR400 million of floating rate notes, and
about EUR400 million of financing and operating leases."

Kiloutou managed to protect its profitability despite COVID-19,
exhibiting good cost control in the process. Cost-cutting measures
have enabled the group to outperform its own forecasts from the
beginning of the pandemic. Despite decreased revenue, Kiloutou
demonstrated flexibility by reducing fleet capital expenditure
(capex) to about EUR128 million in 2020 from EUR192 million in
2019. S&P said, "We anticipate Kiloutou will spend about the same
amount in 2021. We believe that it will maintain cost discipline
and the benefits of some cost-cutting efforts undertaken in 2020 as
sales start to recover in all countries, thereby keeping adjusted
EBITDA margins above 35%. We also expect Kiloutou to remain
acquisitive and utilize future cash flows to fund bolt-on
acquisitions, factoring in some opportunities the group may have.
As a result, we expect leverage to improve and fall below 4.5x from
2021."

S&P said, "We foresee that Kiloutou will continue to generate
positive FOCF in 2021 and 2022. The group reduced the
capex-to-sales ratio to about 23% in 2020, versus about 30%
previously and generated positive FOCF of about EUR50 million in
2020, despite the pandemic, which ended the negative cycle of the
last two years. We expect the group will continue this trend in
2021, given expected stable capex and only a slight increase of
about EUR10 million-EUR15 million in the working capital
consumption.

"We apply a negative comparable ratings analysis. This indicates
the leverage volatility we observed in recent years at more than
5x, including the effects of the strong first lockdown in France
due to the COVID-19 pandemic. We believe that potentially volatile
industry conditions caused by the pandemic might continue through
2021. We could retract the negative comparable ratings analysis if
the group sustains leverage below 5x, with supportive industry
conditions, and managed to deliver on its forecasts."

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

The positive outlook reflects S&P's expectation of topline and
EBITDA growth from volume and price recovery, coupled with
EBITDA-accretive bolt-on acquisitions over the next 12 months,
which should result in overall group margin improvement to more
than 37% and leverage decreasing well below 5x in 2021 and in
2022.

S&P could raise its rating if:

-- The company delivers on its forecasts and maintains debt to
EBITDA toward 4.0x and funds from operations (FFO) to debt above
15%;

-- The company maintains positive FOCF; and

-- S&P believes the risk of adjusted debt to EBITDA increasing
above 5x is low.

S&P could lower its rating in the next 12 months if, on a
sustainable basis:

-- S&P believes adjusted debt to EBITDA would increase above 5x;

-- FOCF turns negative; and

-- Profitability falls below 30%.

This could occur if an economic downturn and weaker industrial
production weakens the flatbed market beyond its expectations and
the company's financial-sponsor owners conduct large debt-financed
transactions.




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G E R M A N Y
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KION GROUP: S&P Alters Outlook to Positive & Affirms 'BB+' LT ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on equipment manufacturer
KION Group AG to positive from stable to reflect its expectation
that the company has good growth prospects and will navigate
persisting industry risks, sustaining FFO-to-debt ratio of above
30% in 2021 and 2022 and generating positive free operating cash
flow.

At the same time, S&P affirmed the 'BB+' long-term issuer credit
rating and its 'BB+' rating and '3' (50%-70%; rounded estimate:
65%) recovery rating on the company's EUR500 million medium-term
notes.

KION's industrial trucks business is recovering at full speed, and
its supply-chain business continues to show resilient growth. After
a significant decline in the first half of 2020, the industrial
truck market's recovery has been accelerating since the second half
of 2020. The global industrial truck market grew more than 70% in
the first quarter of 2021, translating to 47.3% order intake growth
in unit terms across all KION's regions. S&P said, "In our base
case, we therefore expect about 5%-10% sales growth for the group's
ITS division in 2021 compared to our assumption of less than 5%
growth previously. Its supply-chain business remains fueled by
strong demand driven by e-commerce and the need for efficient
automated warehouse solutions. This segment had been growing
through 2020, and this growth continued in the first quarter of
2021 with a 48.1% sales increase. The order intake growth of 20.9%
in the first quarter of 2021 resulted in an order backlog of EUR3.1
billion, with roughly 60% to be delivered in 2021 and the rest in
2022 and beyond. This should translate into a full-year top-line
increase of 20%-25% for the supply-chain division compared to
7%-10% sales growth in our previous base case. All in all, we
expect the group to have about a 13%-15% sales increase in 2021,
with positive market dynamics in all of its regions and business
lines."

S&P said, "We expect KION's profitability to start recovering in
2021, though we are mindful about emerging risks. We believe that
KION will benefit from increasing volumes in both segments. As a
result, we expect the company's S&P Global Ratings-adjusted EBITDA
margin to increase to about 14% in 2021 compared with a 12.8%
EBITDA margin in 2020. Management is implementing a number of
measures to reduce costs and make its profitability more resilient
and sustainable. These measures include adjusting its production
capacities in EMEA to the medium-term expected market level and
reducing direct and indirect costs, such as by setting up
operations in lower-cost locations like Poland and the Czech
Republic. We also see good potential for KION to improve the margin
profile of its supply-chain business because it is adjusting to
more standardized solutions for certain customers.

"Certain factors could weigh down on company's profitability this
year and over the medium term. We anticipate that the current
market environment can bear risks like raw materials price
escalation and a shortage of critical components. We're also
keeping a close look on project execution as KION delivers on the
increased pipeline, especially in the supply-chain solutions. We
believe that KION might embark on larger projects, increasing risk
related to project execution and cost overruns. In addition, there
is high operating leverage, especially in the industrial trucks
business.

"We forecast the company will generate positive free operating cash
flow (FOCF) in 2020.We expect KION to generate positive S&P Global
Ratings-adjusted FOCF of about EUR450 million-EUR500 million in
2021, which compares with the EUR204.5 million it generated in
2020. We believe that the company will continue to expand its
business to take advantage of opportunities in the supply-chain
market and forecast increase capital expenditure (capex) over the
next few years. However, we still anticipate management will
maintain positive FOCF to provide some flexibility for bolt-on
acquisitions. We would review any potential larger acquisitions on
a case-by-case basis."

S&P views positively the company's recent capital increase and
optimization of its capital structure. In December 2020, KION
increased its capital through an EUR813 million rights issue. It
used the proceeds to repay debt and strengthen its balance sheet to
mitigate the negative impact of the COVID-19 pandemic.
Specifically, KION repaid EUR500 million of commercial paper,
EUR200 million of bilateral bank loan, and an outstanding amount of
about EUR150 million-EUR200 million under its EUR1,150 million
revolving credit facility. The company also issued EUR500 million
notes in September 2020, canceling EUR650 million of promissory
notes. In April 2021, KION continued to optimize its capital
structure by terminating EUR167 million of promissory notes. These
actions--together with a more conservative financial policy that
targets industrial net debt leverage of 2.25x-2.75x, which
corresponds to S&P Global Ratings-adjusted leverage of about 2.5x
in 2021. This is below the S&P Global Ratings-adjusted threshold of
3.0x, supporting the rating. As of March 31, 2021, KION's reported
industrial net debt leverage was 2.6x.

A complementary product portfolio captures ongoing market trends,
providing for reliable medium-term growth prospects KION's recent
performance during the pandemic proved that its portfolio of
products has benefited from exposure to markets with different
cyclicality patterns. Those patterns might become more correlated
over time as the supply-chain market matures. S&P said,
"Nevertheless, we see good medium-term prospects. We also believe
that increasing its installed base will drive more stable and
recurring service revenues. Currently, the company estimates that
about 44% of sales stemming from the service business. We also
believe that KION's product offerings can help secure new contracts
and drive synergies for the company."

Favorable fundamentals will drive market growth. E-commerce and
customer requirements for more efficient, automated, and
sustainable solutions are key drivers to the future growth in both
the industrial trucks and supply chain businesses. In supply chain
and logistics markets, factors like fast shipping, efficiency, and
reliability are key to remaining competitive. And the COVID-19
pandemic has only accelerated the demand for such solutions. S&P
said, "We anticipate that digitalization and automation would help
warehouses simplify their processes. We also expect companies that
have logistics needs--such as retailers--will continue investing to
respond to the increased demand for logistics products and
services. Over the next few years, we expect that such companies
will expand the scope of their investments, which is providing KION
with good growth prospects."

The company's diversified operations and leading market positions
will help it seize long-term expansion opportunities. In the
industrial trucks and services industry, KION holds the No. 1
position in Europe and the No. 2 position globally based on units
sold in 2020. In supply-chain solutions, KION holds No. 1 position
globally. Moreover, the company was the largest foreign
material-handling company in China in terms of 2020 revenue. S&P
said, "We believe KION has strong potential to expand and take
advantage of its competitive strength. Through its acquisition of
Dematic, the company gained access to a fast-growing market and
expansion opportunities in the U.S. In addition, we think the
company's partnership with its owner, Weichai Power Co. Ltd., will
enable it to further penetrate the Chinese market and expand its
cross-selling opportunities."

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

S&P said, "The positive outlook reflects our expectation of revenue
growth and S&P Global Ratings-adjusted EBITDA margin expansion
toward 14% in the next 12 months. We also anticipate that KION will
benefit from its good growth prospects and navigate persisting
industry risks, substantially improving its credit metrics.

"Rating upside could emerge if KION's operating and financial
performance remains in line with our current base-case forecast.
For a positive rating action, adjusted FFO to debt would have to
increase beyond 30%, with debt to EBITDA maintained below 3x in
2021 and onwards. We assume this scenario would result from
continuous solid operational performance and cash generation, along
with the company maintaining a conservative financial policy
framework.

"We would consider revising the outlook back to stable if
performance deviates negatively from our base case and does not
achieve the anticipated credit metrics. This could stem from weaker
operating results and cash-flow generation than we expect. In
addition, we could consider a negative rating action if KION were
to adopt a more aggressive financial policy and undertake a
large-scale, debt-funded acquisition that weighs on its financial
risk profile."


WIRECARD: Germany's Top Court to Decide on EY Documents Dispute
---------------------------------------------------------------
Olaf Storbeck at The Financial Times reports that Germany's highest
court will be asked to decide whether a cache of classified EY
documents linked to Wirecard can be published, after MPs
investigating the scandal and the Big Four audit firm clashed over
their release.

The parliamentary committee examining the collapse of the payments
firm has agreed to turn to the Federal High Court of Justice,
according to people familiar with the matter, to resolve an
escalating battle with Wirecard's former auditor, the FT relates.

The dispute centres on more than 150 internal EY audit documents
cited in a report the committee commissioned into the firm's work
for Wirecard, which received a decade of unqualified audits until
it collapsed last June in one of Europe's largest frauds, the FT
discloses.

The committee wants to publish the documents alongside the full
report, which was written by Martin Wambach, a partner at
accounting firm Roedl & Partner, the FT states.  EY says that the
release of the documents and the full report, which are both
currently deemed classified under German law, would jeopardise its
business secrets as well as infringe the rights of its employees,
the FT notes.

A preliminary version of the report, which was submitted to the
committee last month, found a series of serious shortcomings in
EY's work, the FT relays.  The report found that the firm failed to
spot fraud risk indicators, did not fully implement professional
guidelines and, on key questions, relied on verbal assurances from
executives, the FT discloses.

According to the FT, in a statement, EY said that it had "no
objection to the publication of the key findings of the special
investigators' report", but added that it needed to be done "in a
manner that respects EY Germany's business secrets and the personal
rights of its employees."

The firm said it had suggested how this could be done, but "in
spite of constructive discussions, the [parliamentary committee]
unfortunately did not agree to this solution." It now "welcomes the
intended clarification by the highest court."

EY has repeatedly said it was deceived by the fraud and that "the
EY Germany auditors performed their audit procedures at Wirecard
professionally, to the best of their knowledge and in good faith",
the FT notes.




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I R E L A N D
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CROSTHWAITE PARK: S&P Assigns B- Rating on Class E Notes
--------------------------------------------------------
S&P Global Ratings assigned credit ratings to Crosthwaite Park CLO
DAC's class A-1A note, A-1A loan, A-1B note, A-2A note, A-2B note,
B-1 note, B-2 note, C note, D note, and E note. At closing, the
issuer also issued subordinated notes.

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

The ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which S&P considers
bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio Benchmarks
                                                      CURRENT
  S&P weighted-average rating factor                 2,790.67
  Default rate dispersion                              655.16
  Weighted-average life (years) with reinvestment        4.67
  Obligor diversity measure                            152.17
  Industry diversity measure                            18.25
  Regional diversity measure                             1.20

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

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

Loss mitigation loans

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

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

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

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

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

The use of principal proceeds is subject to:

-- Passing par value tests;

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

-- The loss mitigation loan being a debt obligation, ranking
senior or pari passu with the related collateral obligation, having
a par value greater than or equal to its purchase price, and not
having a maturity date exceeding the rated note's maturity date.
Loss mitigation loans that are debt obligations and have limited
deviation from the eligibility criteria will receive collateral
value credit for overcollateralization carrying value purposes. To
protect the transaction from par erosion, amounts received from
loss mitigation loans originally purchased with principal proceeds
or loss mitigation loans that have been given a carrying value will
form part of the principal account proceeds, whereas for all other
loss mitigation loans, any amounts can be characterized as interest
at the manager's discretion. Loss mitigation loans that do not meet
this version of the eligibility criteria will receive zero credit.

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

Rating rationale

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

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

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

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

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

The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

S&P considers the transaction's legal structure and framework to be
bankruptcy remote, in line with its legal criteria.

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

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

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

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

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

-- S&P's model generated break-even default rate at the 'B-'
rating level of 24.69% (for a portfolio with a weighted-average
life of 4.67 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.67 years, which would result
in a target default rate of 14.48%.

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

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

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

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

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

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

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

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

  Ratings List

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

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


JUBILEE CLO 2013-X: Fitch Assigns B- Rating on Class F-R-R Tranche
------------------------------------------------------------------
Fitch Ratings has assigned Jubilee CLO 2013-X DAC reset final
ratings.

       DEBT                  RATING                PRIOR
       ----                  ------                -----
Jubilee CLO 2013-X DAC

A-1-R-R XS2332241111   LT AAAsf   New Rating     AAA(EXP)sf
A-2-R-R XS2332242515   LT AAAsf   New Rating     AAA(EXP)sf
A-R XS1533926686       LT PIFsf   Paid In Full   AAAsf
B-1-R XS1533926769     LT PIFsf   Paid In Full   AAsf
B-2-R XS1533923667     LT PIFsf   Paid In Full   AAsf
B-R-R XS2332241897     LT AAsf    New Rating     AA(EXP)sf
C-1-R XS1533927494     LT PIFsf   Paid In Full   Asf
C-2-R XS1533922859     LT PIFsf   Paid In Full   Asf
C-R-R XS2332243166     LT Asf     New Rating     A(EXP)sf
D-R XS1533925522       LT PIFsf   Paid In Full   BBBsf
D-R-R XS2332243836     LT BBB-sf  New Rating     BBB-(EXP)sf
E-R XS1533925449       LT PIFsf   Paid In Full   BB-sf
E-R-R XS2332244487     LT BB-sf   New Rating     BB-(EXP)sf
F-R XS1533925100       LT PIFsf   Paid In Full   B-sf
F-R-R XS2332244305     LT B-sf    New Rating     B-(EXP)sf
X-R XS2332244990       LT AAAsf   New Rating     AAA(EXP)sf

TRANSACTION SUMMARY

Jubilee CLO 2013 X DAC is a securitisation of mainly senior secured
obligations with a component of senior unsecured, mezzanine and
second-lien loans. Note proceeds were used to redeem the old notes
(excluding subordinated notes) and to purchase assets, which will
be added to the existing portfolio with a new target par of
EUR385.7 million. The portfolio is managed by Alcentra Limited. The
CLO has a 4.75-year reinvestment period and an 8.67-year weighted
average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the target portfolio
is 34.9.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the target portfolio is 61.9%.

Diversified Asset Portfolio (Positive): The transaction has several
Fitch test matrices corresponding to two top 10 obligors'
concentration limits of 15% and 22%. The manager can interpolate
within and between the two matrices. The transaction also includes
various other concentration limits, including the maximum exposure
to the three-largest Fitch-defined industries in the portfolio at
40%. These covenants ensure the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management (Positive): The transaction has a 4.7-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Deviation from Model-Implied Rating (Negative): The ratings of the
class A, B, D, E and F notes are one notch higher than the
model-implied ratings (MIR). The ratings of the class A, B, D and E
notes are supported by a significant default buffer for the
identified portfolio at the assigned ratings due to the notable
cushion between the covenants of the transaction and the
portfolio's parameters, including a higher diversification (142
obligors) of the identified portfolio than the stressed portfolio.
All these notes pass the assigned ratings based on the identified
portfolio.

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

RATING SENSITIVITIES

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% and an increase in the recovery rate (RRR) by 25% at all
    rating levels would result in an upgrade of up to five notches
    depending on the notes, except for the class A notes, which
    are already at the highest 'AAAsf' rating.

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

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

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

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

Coronavirus Baseline Stress Scenario

Fitch has recently updated its CLO coronavirus stress scenario to
assume half of the underlying corporate exposure on Negative
Outlook is downgraded by one notch instead of 100%. The Stable
Outlooks on all the notes reflect their resilience in the
sensitivity analysis Fitch ran in light of the coronavirus
pandemic. For the class F notes, a Stable Outlook was assigned
despite a break-even default rate shortfall under this scenario.
This reflects the small magnitude of the shortfall under this
scenario, which is materially below the levels accepted under the
stressed portfolio analysis, and the low likelihood of downgrade to
the next lower rating category.

Coronavirus Severe Downside Stress Scenario

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Jubilee CLO 2013-X DAC

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

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

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

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


JUBILEE CLO 2013-X: S&P Assigns B- Rating on Class F-R Notes
------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Jubilee CLO 2013-X
DAC's class A-1, A-2, B-R, C-R, D-R-R, E-R-R, and F-R notes. At
closing, the issuer also issued subordinated notes and unrated
class X notes.

The ratings reflect S&P's assessment of:

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

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

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

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

-- The transaction's counterparty risks, which is in line with our
counterparty rating framework.

  Portfolio Characteristics

  S&P Global Ratings weighted-average rating factor      2909.84
  Default rate dispersion                                 628.59
  Weighted-average life (years)                             4.66
  Obligor diversity measure                               106.47
  Industry diversity measure                               18.64
  Regional diversity measure                                1.17
  Portfolio weighted-average rating
    derived from S&P's CDO Evaluator                         'B'
  'CCC' category rated assets (%)                           6.90
  Actual 'AAA' weighted-average recovery rate              36.13
  Covenanted weighted-average spread (%)                    3.60
  Covenanted weighted-average coupon (%)                    4.35

Loss mitigation obligations

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

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

The purchase of loss mitigation obligations is not subject to the
reinvestment criteria or the eligibility criteria. The issuer may
purchase loss mitigation obligations using either interest
proceeds, principal proceeds, or amounts in the collateral
enhancement account. The use of interest proceeds to purchase loss
mitigation obligations is subject to:

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

-- Following the purchase of such loss mitigation obligation, each
interest coverage test shall be satisfied.

The use of principal proceeds is subject to:

-- Passing par coverage tests;

-- The manager having built sufficient excess par in the
transaction so that the aggregate collateral balance is equal to or
exceeds the portfolio's reinvestment target par balance after the
reinvestment or, if the aggregate collateral balance is below the
reinvestment target par balance, the principal proceeds used does
not exceed the outstanding principal balance of the related default
or credit impaired obligation; and

-- The obligation purchased is a debt obligation that meets the
restructured obligation criteria and ranks senior or pari passu
with the related defaulted or credit risk obligation.

Loss mitigation obligations that are purchased with principal
proceeds and have limited deviation from the eligibility criteria
will receive collateral value credit in the principal balance
determination. To protect the transaction from par erosion, any
distributions received from loss mitigation obligations purchased
with the use of principal proceeds will form part of the issuer's
principal account proceeds and cannot be recharacterized as
interest.

Loss mitigation obligations that are purchased with interest will
receive zero credit in the principal balance determination and the
proceeds received will form part of the issuer's interest account
proceeds. The manager may, at their sole discretion, elect to
classify amounts received from any loss mitigation obligations as
principal proceeds.

In this transaction, if a loss mitigation obligation that has been
purchased with interest subsequently becomes an eligible CDO, the
manager can designate it as such and transfer the asset's market
value to the interest account from the principal account. S&P
considered the alignment of interests for this re-designation and
considered factors including that the reinvestment criteria has to
be met and that the manager cannot self-mark the market value.

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

Rating rationale

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.67 years after
closing.

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

"In our cash flow analysis, we modelled EUR384.97 million, slightly
below the target par amount, because we consider one asset as
defaulted. At the same time, we modelled a covenanted
weighted-average spread (3.60%), the reference weighted-average
coupon (4.35%), and the target minimum weighted-average recovery
rates as indicated by the collateral manager. We applied various
cash flow stress scenarios, using four different default patterns,
in conjunction with different interest rate stress scenarios for
each liability rating category.

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

"Until the end of the reinvestment period on Jan. 15, 2026, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

"We consider that the transaction's documented counterparty
replacement and remedy mechanisms adequately mitigate its exposure
to counterparty risk under our current counterparty criteria.

"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.

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

"The class F-R notes' current break-even default rate (BDR) cushion
is -1.19%. Based on the portfolio's actual characteristics and
additional overlaying factors, including our long-term corporate
default rates and the class F-R notes' credit enhancement, this
class is able to sustain a steady-state scenario, in accordance
with our criteria." S&P's analysis further reflects several
factors, including:

-- The class F-R notes' available credit enhancement is in the
same range as that of other CLOs S&P has rated and that have
recently been issued in Europe.

-- S&P's model-generated portfolio default risk at the 'B-' rating
level is 25.12% (for a portfolio with a weighted-average life of
4.66 years) versus 14.45% if it was to consider a long-term
sustainable default rate of 3.1% for 4.67 years."

-- If there is a one-in-two chance for this note to default.

-- If S&P envision this tranche to default in the next 12-18
months.

S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F-R notes is commensurate with a
'B- (sf)' rating.

"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our assigned ratings are commensurate with
the available credit enhancement for all the rated classes of
notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-1 to E-R-R
notes to five of the 10 hypothetical scenarios we looked at in our
publication "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020. The results are
shown in the chart below.

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and is managed by Alcentra Ltd.

-- Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets for which the obligor's primary business activity
is related to the following industries: oil and gas, controversial
weapons, ozone depleting substances, endangered or protected
wildlife, pornography or prostitution, tobacco or tobacco products,
and payday lending. Accordingly, since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities.

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."

  Ratings List

  CLASS       RATING      AMOUNT      INTEREST       CREDIT  
                        (MIL. EUR)    RATE (%)    ENHANCEMENT (%)

  X           AAA (sf)       2.50      3mE + 0.30        N/A
  A-1         AAA (sf)     204.65      3mE + 0.83      39.05
  A-2         AAA (sf)      30.00      3mE + 1.00*     39.05
  B-R         AA (sf)       39.10      3mE + 1.70      28.89
  C-R         A (sf)        24.10      3mE + 2.45      22.63
  D-R-R       BBB- (sf)     26.10      3mE + 3.55      15.85
  E-R-R       BB- (sf)      22.00      3mE + 6.04      10.09
  F-R         B- (sf)       11.10      3mE + 8.55       7.20
  Subordinated    NR        60.50         N/A            N/A

  *EURIBOR to be capped at 2.10%.
  NR--Not rated.
  N/A--Not applicable.
  3mE--Three-month Euro Interbank Offered Rate.




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

KEDRION SPA: S&P Assigns 'B' Issuer Credit Rating, Outlook Positive
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to specialty pharmaceutical group Kedrion SpA, and its 'B' issue
rating and '3' recovery rating (rounded estimate: 60%) to the
group's proposed EUR140 million senior secured term loan A and B
and EUR410 million senior secured bond.

The positive outlook reflects S&P's expectation that Kedrion's
EBITDA will continue to grow, supported by the positive dynamics of
the plasma derivatives market, the group's increasing market share
in the U.S., and its tight grip on costs.

The ratings are in line with the preliminary ratings S&P assigned
in April.

Kedrion's vertically integrated business model, strong access to
plasma, and the plasma industry's high barriers to entry are key
credit strengths. With a 3% market share, Kedrion is the
fifth-largest plasma producer globally in an industry that has been
largely dominated by three groups: CSL (29%), Grifols (20%), and
Takeda (20%). However, Kedrion holds a strong position in the
markets it operates in, such as No. 1 position in Italy (about 35%
market share) and has a strong presence in specific niches in core
markets such as anti-rabies, anti-D and factor VII in the U.S. In
our view, scale is an important factor in the plasma industry since
large groups can secure better prices and larger-volume contracts,
and benefit from barriers to entry in terms of their extensive
manufacturing footprints. Kedrion collects and fractionates human
plasma and distributes plasma-derived products worldwide. These
products are used to treat rare and debilitating conditions such as
primary immunodeficiency, hemophilia, Rh sensitization, and
contagious diseases. As of Dec. 31, 2020, the group had 27
plasma-collection centers worldwide and five manufacturing
facilities across the U.S., Hungary, and Italy. Kedrion has
refinanced by issuing a EUR100 million RCF, a EUR140 million senior
secured term loan A and B, and a EUR410 million senior secured
bond.

S&P said, "Although we expect the COVID-19 pandemic to continue to
weaken Kedrion's top line in 2021, we forecast solid revenue
visibility in 2022-2023, supported by strong demand for
immunoglobulin and further penetration into the U.S. Kedrion
generates 37% of its revenue from the key U.S. market. This
compares unfavorably with Grifols or CSL, which have a much
stronger presence in this margin-accretive market. Having said
that, we expect Kedrion to increase its exposure to the U.S. thanks
to the ramp-up of its fractionation plant in Melville, New York,
which we expect will be fully operational by 2023. This plant had
to cease operations in 2016 as the result of an inspection by the
U.S. Food and Drug Administration (FDA). We understand that a
subsequent refit has been successful and do not expect the same
issue to reoccur thanks to the stringent standards that the group
has put in place." Kedrion's revenue should benefit from its good
product mix and its exposure to the fast-growing immunoglobin
segment. The group generated 54% of its 2020 sales revenue from
intravenous immunoglobulin and hyperimmune intravenous
immunoglobulin, 14% from unprocessed plasma, 11% from albumin, and
9% from coagulation factors. Therefore, failure to successfully
expand in the U.S. or potential delays in the ramp-up of the
Melville plant could put pressure on the rating.

Kedrion should continue to benefit from privileged access to
plasma, although contract-renewal risks and competition for tenders
are rising. Plasma collection is a key factor in the group's
success because it is almost a unique raw material, and procurement
is difficult because human blood is not easily accessible. Only the
U.S. and Germany allow plasma-collection groups to remunerate
donors for their plasma, and thus there is a structural deficit in
the global blood banks, particularly in Europe, where financial
incentives are almost nonexistent in most countries. Kedrion
sources its plasma from its 27 wholly owned collection centers,
third parties, and through its agreement with the Italian national
health service (NHS). Blood collection in the Italian NHS is based
on the voluntary, nonremunerated, and ethical decision of the
donors. This system, despite producing limited volumes, has proved
resilient. That said, tenders have become very competitive as
bigger players have entered the market, and we do not rule out
further competition when the next tenders take place. This could
dent Kedrion's profitability and, potentially, its access to plasma
in Italy. Italian plasma represents 20% of Kedrion's total plasma
supply. In terms of third-party suppliers, Kedrion relies on a
diverse group of independent plasma-collection companies in Europe.
In the U.S., it relies on a single party that accounts for 22% of
the total plasma collected from third-party suppliers. S&P said,
"We understand that the commercial agreement with this partner ends
in 2024, which increases the group's contract-renewal risk and
weighs negatively on our business risk assessment. However, Kedrion
is one of the few net sellers of plasma in the market and aims to
increase its number of collection centers to reinforce the
independence of its plasma supply, which we view as critical."

Kedrion's broad customer base and good geographical diversity are
offset by its limited manufacturing footprint compared with that of
its peers. The group's customer base is well diversified and not
dependent on one single customer or national tender. Kedrion's main
customers are government authorities; national health services,
through tender awards; and private distributors. S&P expects the
group's presence in the U.S. to increase, which should drive growth
in margins. Emerging markets also have significant untapped growth
potential. Having said that, Kedrion has only five manufacturing
sites, of which only three are capable of fractionation--the
process of separating plasma from blood--highlighting the group's
dependence on a limited number of plants. Any operational setbacks
or bottlenecks could materially damage the group's operations and,
notably, its profitability. This weighs negatively on our business
risk assessment.

S&P expects the demand for plasma-derived proteins to increase by
6%-7% over the next three years. Kedrion operates in the unique and
dynamic EUR20 billion plasma derivatives market. The market's
favorable prospects reflect longer life expectancy, new diseases,
improved diagnosis of certain rare conditions that are treated with
plasma protein therapies, and increased diagnosis of immunoglobulin
alpha-1 deficiencies. As plasma is a key constituent of life-saving
drugs, the plasma industry--collection and fractionation--is highly
regulated and benefits from high barriers to entry. This is because
it requires sizable capital expenditure (capex), and there is a
long lead time before capacity is built, certified, and
operational. The risk of substitution or generic competition is
limited given the importance of production expertise in the
industry. The only alternatives to some plasma-derived products are
recombinants--genetically engineered clotting factors--which are
more expensive and more difficult to create. A strict adherence to
regulatory and quality standards is also important in the plasma
industry. Failure to comply with the U.S. FDA or other regulatory
bodies' requirements could hinder the group's operations
substantially.

Kedrion's S&P Global Ratings-adjusted leverage will likely
stabilize at 5.0x over the next couple of years. This is thanks to
steady growth, margin improvements, and supportive investments in
its manufacturing facilities. S&P said, "We expect the group's
profitability to improve as it increases its exposure to the
margin-accretive U.S. market, realizes cost savings, increases
utilization of its manufacturing facilities, and incurs lower
one-off costs relating to the refit of its Melville plant. We
expect Kedrion's adjusted EBITDA margin to remain within the
15%-16% range, allowing it to reduce debt to EBITDA to about 5.0x
in 2022 from around 5.9x in 2021. Our adjusted debt calculations
include the proposed EUR140 million senior secured term loan A, the
senior secured EUR410 million senior secured bond, EUR70 million at
the family investment vehicle, and EUR116 million of adjustments
for lease liabilities. We apply a 5% haircut to cash as we consider
that a proportion of Kedrion's cash might not be fully accessible.
Finally, the group's liquidity will benefit from the EUR100 million
RCF, which we assume will remain undrawn."

Rating pressure could arise from Kedrion's inability to maintain
free operating cash flow (FOCF) of EUR10 million-EUR15 million. S&P
expects capex to remain around EUR65 million over the next two
years, mainly driven by the group's operations, plasma centers, and
other strategic projects. Working capital should remain broadly
flat at EUR6 million-EUR8 million over the same period, driven
primarily by changes in inventory. The group has the flexibility to
increase its cash flows by selling plasma centers or delaying
capex, but the timing and extent of such measures remain
uncertain.

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

S&P said, "The positive outlook reflects our expectation that
Kedrion's top line and EBITDA will continue to grow, supported by
the positive dynamics of the plasma derivatives market, an
increasing contribution from the U.S., and lower one-off costs.
This should allow the group to deleverage from above 5.5x adjusted
debt to EBITDA in 2021 to close to 5.0x by 2022-2023, alongside
positive FOCF of at least EUR10 million.

"We could lower our ratings if Kedrion's performance deviates from
our base case such that the group fails to maintain adjusted debt
to EBITDA significantly below 6x. Serious operational
setbacks--such as higher costs than the group expects for plasma or
the expansion of its plasma-collection capacity--could put pressure
on EBITDA and increase leverage. We could also lower the rating if
Kedrion fails to generate positive FOCF for a protracted period due
to larger working capital swings than we expect or higher capex
than in our base-case scenario. Finally, we could lower the ratings
if we regarded Kedrion's financial policy as more aggressive than
in our base case, due to unexpected and material debt-financed
acquisitions, or if the group failed to maintain adequate covenant
headroom by the end of 2021.

"We could take a positive rating action if Kedrion achieved a
strong improvement in its EBITDA margins above our base case,
pushing adjusted leverage comfortably and sustainably below 5.0x
from 2022, while generating FOCF of at least EUR20 million. This
scenario could result, for example, from significant gains in
market share in the U.S., enhanced operating efficiency, and a
conservative approach to external expansion."




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

SES SA: S&P Assigns 'BB' Rating on New Junior Sub. Hybrid Debt
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term issue rating to the
proposed perpetual subordinated hybrid securities from
Luxembourg-based fixed satellite services operator SES S.A.
(BBB-/Stable/A-3) and guaranteed by SES Global Americas Holdings
G.P. The first reset date is set at more than five years after
issuance.

The issue's completion and size will be subject to market
conditions. S&P does not expect it will jeopardize its view of the
issuer's commitment to maintain its overall hybrids, because it
understands SES intends to bring its ratio of hybrid securities to
adjusted capitalization to about 15% from 17% at year-end 2020.

S&P said, "Upon issuance, we will classify the proposed hybrid
securities as having intermediate equity content until no later
than the first reset date. Consequently, in our calculation of SES'
credit ratios, we will reclassify 50% of the principal outstanding
and accrued interest under the proposed securities as debt, and 50%
of the related payments on these securities as an interest expense.
This is based on our understanding that the hybrid instruments will
be recognized as equity on SES S.A.'s balance sheet."

The two-notch difference between S&P's 'BB' issue rating on the
notes and its 'BBB-' issuer credit rating (ICR) on SES S.A.
reflects:

-- One notch for the notes' subordination because the ICR on SES
S.A. is investment grade; and

-- An additional notch for the optional deferability of interest.

S&P said, "The notching reflects our view that there is a
relatively low likelihood that SES S.A. will defer interest
payments. Should our view change, we could significantly increase
the number of downward notches that we apply to the issue rating,
independent of any rating action on the ICR.

"We understand that the interest on the proposed securities will
increase by 25 basis points (bps) five years after the first reset
date (year 10.25), and a further 75 bps 20 years after the first
reset date (year 25.25). We consider the cumulative 100 bps as a
moderate step-up, which creates an incentive to redeem the
instruments at that time. Consequently, in accordance with our
criteria, we classify the proposed hybrid instruments as having
intermediate equity content. We would no longer recognize the
proposed instruments as having intermediate equity content after
the first reset date at the latest, because the remaining period
until their economic maturity would, by then, be less than 20
years."

KEY FACTORS IN S&P's ASSESSMENT OF THE INSTRUMENTS' PERMANENCE

Although the proposed hybrid securities are perpetual, SES S.A. can
redeem them at any time from the first call date, which S&P expects
more than five years after issuance, to the first reset date, and
every year thereafter. If this occurs, the company intends to
replace the proposed instruments, although it is not obliged to do
so.

S&P said, "For our assessment of permanence, any net redemption
could jeopardize the equity content of the proposed securities,
because it would lead us to question management's intentions to
maintain and replace such securities. In this case, because the net
redemption is meant to reduce the hybrid debt to capitalization to
about 15%, we do not reclassify the equity content of SES S.A.'s
remaining hybrids."

KEY FACTORS IN S&P's ASSESSMENT OF THE INSTRUMENTS' SUBORDINATION

The proposed securities will be deeply subordinated obligations of
SES S.A., ranking junior to all unsubordinated or subordinated
obligations, and only senior to share capital.

KEY FACTORS IN S&P's ASSESSMENT OF THE INSTRUMENTS' DEFERABILITY

S&P said, "In our view, the issuer's option to defer payment of
interest on the proposed securities is discretionary, so it may
choose not to pay accrued interest on an interest payment date
because it has no obligation to do so. However, any deferred
interest payment would have to be settled in cash if an equity
dividend or interest on equal-ranking securities is paid or if
common shares or equal-ranking securities are repurchased.
Nevertheless, this condition remains acceptable under our rating
methodology because, once the issuer has settled the deferred
amount, it can choose to defer payment on the next interest payment
date. The issuer retains the option to defer coupons throughout the
proposed instruments' life. The deferred interest on the securities
is cash-cumulative and compounding."




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

BOELS VERHUUR: S&P Alters Outlook to Stable & Affirms 'BB-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Dutch equipment rental
group Boels Verhuur B.V. to stable from negative and affirmed the
'BB-' ratings on Boels and its term loan. The '3' recovery rating
on the term loan is unchanged, but S&P has revised down its
expectation of recovery in the event of a payment default to 50%
from 60% previously. S&P has withdrawn the 'BB-' rating on the term
loan A.

S&P said, "The stable outlook reflects our expectation that Boels
will continue integrating Cramo and that the group will post S&P
Global Ratings-adjusted EBITDA margins of above 30%, adjusted debt
to EBITDA reducing gradually toward 3.0x, and adjusted funds from
operations (FFO) to debt of more than 20% over our 12-month rating
horizon.

"The stable outlook reflects our expectation that Boels' credit
metrics will continue to recover in 2021, despite challenging
industry conditions. We expect that revenue will increase by about
6% in 2021. Boels demonstrated a revenue increase for full-year
2020 despite the weak economy and temporary closure of multiple
rental locations during the pandemic. We do not expect a strong
rebound in demand for rental equipment in 2021 because
uncertainties weigh on investments and projects. We consider the
recovery of Europe's construction market will dive the European
equipment rental industry. We estimate Boels' adjusted leverage
will be about 3.3x in 2021 and improve toward 3.0x in 2022. Our
measure of leverage in 2021 mainly includes approximately EUR1.45
million of term loan B and about EUR160 million of operating
leases."

The acquisition of Cramo helped the group as it faced the effects
of the pandemic. By acquiring Cramo in 2020, Boels doubled its size
and contributed to the consolidation of the European market.
Expansion into the Nordics makes Boels a strong No.2 in the
European industrial and construction equipment rental market,
behind Loxam at No.1 (following its acquisition of Ramirent) and
ahead of No.3 Kiloutou. Furthermore, because the Nordics generally
remained open during the pandemic, the group's good geographic
diversification enabled it to offset the different lockdowns and
closure of some branches.

Cost-cutting measures have enabled the group to outperform its own
forecasts from the beginning of the pandemic. Boels demonstrated
flexibility by reducing its capital expenditure (capex) to about
EUR228 million in 2020 from EUR398 million in 2019 (pro forma). S&P
said, "We expect Boels will increase its capex in 2021 to about
EUR340 million-EUR350 million in 2021 to continue the integration
of Cramo and renew of the fleet. We believe that Boels will
maintain cost discipline and the benefits of some cost-cutting
efforts undertaken in 2020 as sales start to recover in all
countries, thereby keeping adjusted EBITDA margins above 35%."

Capex flexibility enabled the group to generate positive adjusted
FOCF of about EUR120 million in 2020 ending with negative cycle on
the last two years. The group focused on capex management and
managed to generate positive FOCF in 2020, despite the COVID-19
pandemic. S&P expects the group will continue this trend in 2021,
given expected increase in capex, as well as working capital
consumption of about EUR30 million-EUR40 million.

S&P applies a negative comparable ratings analysis notch. S&P
believes that potentially volatile industry conditions caused by
the pandemic might continue through 2021. This also indicates the
unpredictability associated with Boels' large, transformative
acquisition of Cramo, which requires full integration and
historically reports profitability below 30%. The modifier also
reflects the relative size, scale, scope, and market position of
Boels versus direct peers Loxam and Kiloutou, both of which we have
a longer track record with respect to management and governance,
strategy, and financial policy.

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

S&P said, "The stable outlook reflects our expectation that Boels
will continue to successfully integrate Cramo in line with our
expectations and that the group's profitability and credit metrics
will continue to be commensurate with a significant financial risk
profile. More specifically, we expect adjusted EBITDA margins of
above 30%, with adjusted debt to EBITDA reducing gradually toward
3.0x and adjusted FFO to debt of more than 20% over our 12-month
rating horizon."

S&P could lower its rating in the next 12 months if, on a
sustainable basis:

-- S&P believed adjusted debt to EBITDA would increase above 4x;

-- Adjusted FFO to debt was less than 20%;

-- FOCF turns negative; and

-- Profitability falls below 30%

This could occur if an economic downturn and weaker industrial
production weakens the rental market beyond S&P's expectations.

S&P could also downgrade the group if it makes another sizable
acquisition that leads to significant debt buildup, with
consistently weaker-than-expected debt to EBITDA.

S&P could raise its rating if:

-- The group delivers on its forecast and demonstrates a
commitment to maintain debt to EBITDA near or below 3x and FFO to
debt above 25% on a sustainable basis;

-- The company maintains positive FOCF; and

-- S&P believes the risk of adjusted debt to EBITDA increasing
above 4x is low.




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

IMPACT DEVELOPER: S&P Withdraws 'B-' LT Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings has withdrawn its 'B-' long-term issuer credit
rating on Impact Developer & Contractor SA (Impact) at the
company's request. The outlook was stable at the time of the
withdrawal.



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

ENTER ENGINEERING: S&P Withdraws Preliminary 'B/B' ICRs
-------------------------------------------------------
S&P Global Ratings has withdrawn its 'B/B' preliminary long- and
short-term issuer credit ratings on Uzbek engineering, procurement,
and construction contractor Enter Engineering at the company's
request.

The outlook was stable at the time of the withdrawal. S&P also
withdrew its preliminary 'B' issue-level rating on the company's
proposed Eurobond, which did not proceed.


NAT'L FACTORING COMPANY: Fitch Puts 'B+' LT IDR on Watch Positive
-----------------------------------------------------------------
Fitch Ratings has placed National Factoring Company (Joint-Stock
Company)'s (NFC) Long-Term Issuer Default Rating (IDR) of 'B+' on
Rating Watch Positive (RWP) following PJSC Sovcombank's (SCB;
BB+/Stable/bb+) announced offer for the company.

KEY RATING DRIVERS

The rating action follows the recently announced plans of NFC's
current shareholder, Financial Corporation NIKoil LLC, to sell its
100% stake in NFC Group to Russia's SCB. The RWP reflects the
potential positive impact of institutional support from a new
ultimate shareholder should the acquisition complete as planned.
Fitch understands from management the aim is to conclude the deal
in next two months subject to regulatory approvals. The acquisition
needs to be approved by the Central Bank of Russia (CBR) and the
antitrust body.

Upon the announced ownership change, Fitch would seek to clarify
the new shareholder's strategy with respect to NFC, its importance
to the bank, planned governance and integration to assess SCB's
propensity to provide support.

The 'B+' IDR of NFC is currently driven by its standalone
creditworthiness and reflects a narrowly focused monoline business
model with a high risk appetite, modest capital and concentrated
funding. It also reflects NFC's viable niche franchise, healthy
portfolio diversification and a record of credit-risk control.

NFC operates under a limited banking license (not allowed to
attract retail deposits) and is regulated by the CBR. It is an
integral part of the wider NFC Group that includes an unregulated
factoring entity, NFC-Premium. The bulk of the NFC Group's profits
are booked on NFC-Premium's accounts, yet the unregulated entity's
standalone leverage and share of impaired receivables is notably
higher than that of NFC and these factors affect the group's risk
position accordingly. NFC accounted for 61% of the group's assets
at end-2020. NFC Group's assets, and therefore the risks they
carry, are fungible between the group entities

NFC sources virtually all of its funding (99% at end-2020) from a
sister bank JSC Bank Uralsib (BB-/Stable). NFC's assets and
liabilities are adequately matched in currency and maturity. It has
access to uncommitted funding from a local bank and an
international financial institution. Fitch believes NFC's funding
profile would be shaped by the entity's ability to access funds
from the new shareholder.

NFC has an ESG Relevance Score of '4' for Governance Structure
because of very high reliance on related party funding and '4' for
Group Structure, as Fitch believes that its sizable unregulated
sister company NFC-Premium, which has a higher share of impaired
assets and higher leverage, reduces NFC's transparency and exposes
it to contagion risk.

RATING SENSITIVITIES

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

-- The RWP on the NFC will be resolved once the transfer of
    ultimate ownership to SCB is completed and Fitch concludes its
    assessment of SCB's propensity to provide support to NFC, in
    case of need.

-- The IDR could be upgraded on sufficient evidence of potential
    support from the new shareholder. The magnitude of the upgrade
    will depend on Fitch's assessment of the strength of strategic
    linkages between NFC and SCB, in particular how key and
    integral NFC would be to SCB, the extent of planned management
    and operational integration, branding and funding
    availability.

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

-- Given the Positive Watch on the ratings of NFC, Fitch does not
    currently view negative ratings action to be likely. If no
    support is factored in, NFC's standalone profile would
    continue to drive the rating.

-- The Watch could also be resolved and the ratings affirmed at
    the current level if the acquisition of NFC fails to complete.

-- Depending on the timing of the transaction and the
    availability of information, the resolution of the Watch could
    extend beyond the typical six-month horizon.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

NFC has an ESG Relevance Score of '4' for Governance Structure due
to material borrowings from related parties, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

NFC has an ESG Relevance Score of '4' for Group Structure due to
sizable business volumes outside the rating scope, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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




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

ARCELIK AS: Fitch Gives 'BB(EXP)' Rating to EUR350MM Unsec. Bond
-----------------------------------------------------------------
Fitch Ratings has assigned Arcelik A.S's (BB/Rating Watch Positive
(RWP)) planned EUR350 million 5-7 year senior unsecured green bond
an expected 'BB(EXP)' rating and placed it on RWP. The assignment
of final rating is contingent on receipt of final documentation
conforming to information already received.

The expected rating is in line with Arcelik's Issuer Default Rating
(IDR) and senior unsecured rating of 'BB', as the notes will be
direct, unconditional, unsubordinated and unsecured obligations of
Arcelik and rank parri passu with all other outstanding unsecured
and unsubordinated obligations of the company.

The RWP reflects Fitch's expectation that a successful refinancing
of the September 2021 Eurobond will improve Arcelik's
foreign-currency debt coverage ratios, and that the capital goods
company will maintain a funding policy that would grant a two-notch
uplift above the Turkish Country Ceiling of 'BB-'.

KEY RATING DRIVERS

Short-Term Refinancing: As of end 2020, over 60% of total financial
debt was to be repaid during 2021, including the EUR350 million
Eurobond by September 2021, and two TRY500 million bonds maturing
in February 2021 and July 2021. Arcelik has already refinanced most
of its Turkish lira-denominated maturities, and Fitch expects it to
successfully refinance its September 2021 Eurobond. In the rare
event of a complete market shutdown, Arcelik has TRY12.8 billion of
liquidity on its balance sheet (as of end-2020) that would
successfully cover all of its upcoming short-term maturities.
However, this is not Fitch's base case.

FCF Generation to Soften: Fitch expects FCF to come under pressure
in 2021 and 2022, driven by increased working-capital needs, higher
capex and the resumption of dividends, despite record FCF
generation at end-2020 (Fitch-defined FCF of TRY2.6 billion).
Volatile working-capital needs have historically weighed on
Arcelik's FCF generation; however, Arcelik has been successfully
managing its working capital for the past two years, aided by
strong domestic receivables collection. Fitch expects FCF
generation to turn positive by 2023, as its expansion programme
completes and inventory levels in factories normalise.

Profitability Under Pressure: Fitch expects robust revenue growth
to persist, given the current lockdown, a faster recovery in
exports and a more favourable foreign-exchange impact. In the
medium term, Fitch sees some challenges stemming from higher
raw-material costs, which Fitch expects will have a negative impact
on profitability. However, Arcelik is monitoring its cost base
through hedging activities by fixing raw- material purchases on a
six-month basis, and has been successfully controlling its cost
base, partially mitigating the negative impact of cost inflation.

Leverage Still Commensurate with Ratings: Fitch forecasts funds
from operations (FFO) adjusted (for receivables) net leverage to
remain under 2x throughout Fitch's four-year forecast horizon,
below Fitch's negative rating sensitivity, and which is comfortably
in line with a high-investment-grade median. Fitch forecasts EBIT
margin to remain slightly resilient at an estimated average of 7.9%
from 2021-2024, versus a historical four-year average of 7.8% but
for FCF to be negative. Nevertheless, Fitch expects Arcelik to
maintain some headroom under Fitch's current leverage sensitivity.

No Impact from Covid-19: Domestic revenue grew 63% yoy during 4Q20,
as lockdown skewed consumer behaviour more towards the home
appliances sector rather than the services sector. International
revenues in lira terms increased 58% yoy during 4Q20, driven by a
mix of 45% and 13% currency impact and organic growth,
respectively. In 4Q20, Arcelik achieved high double-digit revenue
growth in euro terms in Europe (about 15%-20% in eastern Europe and
5%-10% in western Europe). The Asia Pacific region also delivered
15%-20% growth in euro terms with sales picking up in Pakistan (48%
yoy in local currency).

Record Operating Margin and FCF: Arcelik has been reporting record
operating margins and FCF generation in the past five years, helped
by increased sales volumes, a weak US dollar against the euro and
the pound sterling and continued strength in the high-margin
Turkish market. Profitability was shielded against industry-wide
cost inflation due to raw-material hedging contracts and the
ability to pass off increased costs. This caused EBITDA to more
than double in 4Q20 to 14.5%.

No Immediate Impact from Hitachi: Arcelik's USD300 million purchase
of a 60% share in Japanese appliance maker Hitachi Global Life
Solutions will have no immediate rating impact. The purchase
consideration, which will be paid from cash, will have a limited
impact on Arcelik's FFO net leverage, which Fitch forecasts to
remain below 2.0x in the medium term. The final purchase price will
be subject to change in net working capital and net debt levels and
the value corresponding to the minority share in affiliated
companies as of the closing date.

Growing Market Shares: Arcelik has generated strong international
revenue growth in the past five years, by attracting more
price-conscious consumers in western Europe and by capitalising on
its strong marketing and distribution network, which has allowed it
to become one of the top-three white goods manufacturers in Europe.
Arcelik has been a strong performer in the domestic market, gaining
substantial market shares following Whirlpool's decision to exit
from Turkey and its wider price choice for Turkish consumers with
weakening affordability. Fitch expects Arcelik to maintain its
leading position with a stable market share.

Financial Services Adjustments: Fitch adjusts Arcelik's domestic
receivables, and deems the portion above 60 days as a part of its
financing operations. The receivable adjustments will be zero days
when domestic receivable decline to below 60 days, and 120 days
when domestic receivables increase to 180 days. Fitch considered 40
days of the 100 days of reported domestic receivables at end-2020
as financial-services debt.

Nonetheless, the maximum amount of domestic receivables that could
be allocated to financial services is 120 days, and Fitch will
consider any additional increase as working capital. After this
adjustment, Fitch applies a 2x debt/equity ratio to these
receivables based on its financial services criteria.

DERIVATION SUMMARY

Arcelik has strong market shares in Turkey and Europe, which drive
stable through-the-cycle EBITDA (about 10%) and FFO margins (about
7%). These financial metrics are broadly commensurate with the 'BB'
rating median in Fitch's Capital Goods Navigator, and are in line
with that of higher-rated peers such as Whirlpool Corp.
(BBB/Stable) and Panasonic Corporation (BBB-/Stable). However,
these strengths are offset by weak FCF generation driven by intense
capex in new markets, and structurally high working- capital needs.
Despite the current investment phase, Arcelik's leverage adjusted
for financial services remains below Fitch's negative rating
sensitivity and is consistent with the 'BBB' rating median in
Fitch's Capital Goods Navigator.

Arcelik's technological content and R&D capabilities are broadly in
line with those of Whirlpool, Electrolux and the broader white
goods industry. However, Arcelik has a much higher share of revenue
from emerging markets (EMs) than higher-rated white goods
manufacturers. Arcelik is diversifying away from Turkey, but
remains vulnerable to macro-economic, political and
foreign-currency risks in EMs.

KEY ASSUMPTIONS

-- Double-digit revenue growth across the Turkish and the
    international market, supported by stay-at-home practices and
    favourable foreign-exchange impact on sales;

-- Slight margin pressure in the medium term;

-- Successful refinance of upcoming short-term maturities;

-- Financial services adjustment assumes 120 days of domestic
    receivables;

-- Resumption of dividends;

-- Hitachi acquisition completed during 2021.

RATING SENSITIVITIES

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

-- The ratings could be upgraded if Turkey's Country Ceiling is
    upgraded;

-- Successful refinancing of the September 2021 Eurobond.

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

-- Receivable-adjusted FFO net leverage above 3.5x;

-- Substantial deterioration in liquidity;

-- FFO margin below 6%;

-- Consistently negative FCF.

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

Low Liquidity Score: Historically, Arcelik's liquidity score has
been below 1x, driven by the use of short-term debt to finance high
working-capital needs. Available cash on balance sheet was TRY12.8
billion at end-2020, which almost covered short-term debt, the
upcoming Eurobond maturity of TRY10 billion and Fitch's expected
negative FCF of TRY3.9 billion, including the estimated cash
consideration for the Hitachi acquisition.

Fitch believes that liquidity risk is mitigated by Arcelik's
comfortable (uncommitted) lines from Turkish banks, which were
available even during the global financial crisis of 2008-2009, and
continues to be in place despite current stress. While the
liquidity score below 1x is not adequate for the current rating,
the risk is partly mitigated by customer receivables financing that
are deemed self-liquidating.

ESG CONSIDERATIONS

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


LIMAK ISKENDERUN: Fitch Assigns BB- Rating on US$370MM Notes
------------------------------------------------------------
Fitch Ratings has assigned Limak Iskenderun Uluslararasi Liman
Isletmeciligi A.S's (LimakPort's) USD370 million notes a rating of
'BB-' with a Stable Outlook.

RATING RATIONALE

The 'BB-' rating reflects LimakPort's role as trade enabler of
diversified products in the fast-growing south-east Turkey region,
its modern assets and infrastructure with designed capacity well
above current volumes and fully amortising debt. The rating also
captures LimakPort's small size, significant exposure to
competition from the nearby bigger, but currently
capacity-constrained, Mersin Uluslararasi Liman Isletmeciligi A.S.
(Mersin port, BB-/Stable) and a 1.3x debt service coverage ratio
(DSCR) over 2022-2033 under Fitch Rating Case (FRC). The rating is
currently in line with Turkey's Country Ceiling.

LimakPort is small relative to other rated ports, with a clear
focus on container volumes in south-east of Turkey. This area has
thrived in the past decade from competitive nominal wages,
strategic geographical location and softer environmental
regulation. This has resulted in the development of a dynamic and
flourishing manufacturing region, namely across the locations of
Gaziantep, Kahramanmaras and Adana. Nevertheless, while regional
manufacturing involves a diversified mix of goods, these are mostly
low value-added and therefore exposed to competition from
neighbouring facilities in and out of Turkey where manufacturing
could be swiftly shifted.

The final coupon on the notes is materially higher than that during
the expected rating assignment, resulting in weaker DSCRs. The
increased interest expense is somewhat mitigated by the inherent
flexibility in renewal capex under reduced port throughput
scenarios, such as under the FRC, where port volumes are noticeably
lower than management's expectations. The delayed renewal capex has
been provided by the technical advisor for Fitch's financial
analysis. Nevertheless, rating headroom remains limited as the
increased debt service results in higher reliance on growth and
hence heightened exposure to adverse changes in business or
economic conditions over time.

KEY RATING DRIVERS

Industrial Hinterland, Exposed to Competition - Revenue Risk
(Volume): 'Midrange'

LimakPort is focussed on handling containers, covering two-thirds
of revenues, but also services cargo, roll-on/roll-off and dry
bulk. The port mainly serves the needs of its dynamic hinterland in
importing raw materials and exporting finished/semi-finished goods
to the EU, Middle East and north Africa. This results in a
diversified and balanced mix between imports and exports across the
major ports in the basin. In the last 16 years, the eastern
Mediterranean container market volumes have seen a CAGR of 10%.

LimakPort has a large exposure to competition from two alternative
ports in the same area, which target the same volumes - Mersin Port
and Assan Port. Both ports are generally used for containers and
are nearing capacity. LimakPort is the only port in the area
operating significantly below capacity, absorbing a substantial
portion of the growth in the area, resulting in volume CAGR of 55%
during 2013-2020 and 18% in 2016-2020. Despite steadily increasing
from 2013, LimakPort's market share is still at 17%, against 75%
for Mersin, which remains the largest port in Turkey's south
eastern region.

LimakPort benefits from strong connections to the hinterland,
especially by road, where the port has a competitive advantage over
its competitors in transport cost per container. In addition, its
small size and ample capacity relative to Fitch-rated peers' result
in greater operational efficiency, although this is mitigated by
lower number of port calls at LimakPort compared with Mersin.

Mainly Unregulated US Dollar Tariffs - Revenue Risk (Price):
'Midrange'

LimakPort's revenues are predominantly unregulated as only tariffs
for marine services, around 15% of revenues, are regulated by the
General Directorate of the Turkish State Railroad Administration.
This gives significant price flexibility in the unregulated
business as long as tariffs are not excessive or discriminatory,
for which there is no history of enforcement. LimakPort has been
able to increase tariffs four times since 2013.

The port's typical contract length with customers is fairly short,
at an average of two years, and includes volume-related incentives.
Although this optimises upside by allowing for more regular tariff
increases, it also exposes LimakPort to downside risk, since
flexibility can become a weakness if volumes drop. LimakPort has a
competitive advantage over Mersin as its tariffs are generally
15%-20% lower.

The depreciation of the Turkish lira does not have a direct impact
on LimakPort's tariffs, which are set in US dollars. The small
portion of the revenues collected in local currency is used to pay
for operational expenses that are mainly denominated in Turkish
lira and LimakPort has a policy of converting unused excess amounts
of Turkish lira into US dollar on a weekly basis. This mechanism
effectively removes exchange-rate imbalance in the business and,
despite the depreciation of Turkish lira against the US dollar,
allows the company to continue to maintain a healthy profit
margin.

Ample Capacity to Grow - Infrastructure Development & Renewal:
'Midrange'

LimakPort underwent a significant renovation during 2012-2014 to
increase capacity to 1 million TEU. This is significantly above
current utilisation of at 466k TEU, and allows for considerable
growth before major growth capex is required. Despite the
substantial capacity available, Fitch expects significant cyclical
replacement capex near the end of the debt tenor, but with limited
access under FRC to excess cashflow to fund such capex.

LimakPort has substantial expansion potential, should this be
needed to accommodate sustained growth in volumes in the long term
above its current capacity. Growth capex linked to the port's
capacity expansion is highly flexible and will only be rolled out
if volumes exceed certain thresholds. This growth capex and
increased capacity are not required to service the company's debt.

Fully Amortising Debt, Small Reserves - Debt Structure: 'Midrange'

LimakPort's debt consists of a single tranche of USD370 million
senior secured notes due in 2036, which are fully amortising and
fixed-rate. The debt features typical project-finance protections.
These include limits on additional equally-ranking debt,
distribution lock-up covenant of 1.25x and a three-month operations
& maintenance reserve account. However, this is mitigated by the
lack of a cash sweep mechanism upon lock-up, a limited six-month
debt service reserve account and a 1.5-year maintenance reserve
account (MRA). In particular, the MRA is small given the size and
volatility of the capex plan required to accommodate the forecast
growth under the technical advisor's base case, resulting in
volatile account funding requirements under this scenario.
Positively, the long tail to the port's concession maturity in 2047
provides long-term financial flexibility in the structure.

Under Turkish administrative law, the concession agreement could be
terminated unilaterally for public benefit without LimakPort being
in breach of its obligations. In this scenario compensation may be
available but any amount and timing are uncertain. Fitch deems this
as a remote possibility given the lack of economic rationale to
terminate the concession while the operator is meeting its
obligations under the concession agreement. In particular, it would
likely cost the authorities in compensation to terminate the
concession while maintaining the concession in place does not carry
any cost.

Financial Profile

The FRC is based on a reasonable downside scenario and applies
reduced throughput growth, which leads to a delay in renewal and
growth capex, as provided by the technical advisor. This scenario
forecasts a minimum DSCR of 1.2x in 2026 and average of 1.3x in
2022-2033. Debt is fully amortising to 2036 but Fitch has focused
on metrics up to 2033, as after this point the project benefits
from release under the MRA, given that no reserving would be
required in the last two years of the debt. The DSCR profile is
broadly stable until 2030. From that date onwards, DSCR could
become volatile depending on the realisation of the flexible
replacement capex given MRA reserving limitations.

While debt maturity is in 2036 the concession matures in 2047,
creating an 11-year tail. This is offset by higher capex
requirements at the end of the debt amortisation, leading to a
reasonable minimum project life cover ratio (PLCR) of 1.6x in
Fitch's FRC.

The rating is in line with Turkey's Country Ceiling of 'BB-'.

PEER GROUP

LimakPort's closest peer is the nearby Mersin Port, which is rated
'BB-'/Stable, constrained by Turkey's Country Ceiling. Mersin is
the largest port in the region and Turkey's largest export-import
port. This exposes Mersin to the same diversified yet volatile mix
of volumes as LimakPort with a similarly well-connected
hinterland.

Despite the location and hinterland similarities, LimakPort is
considerably smaller than Mersin. Currently, it is able to compete
with Mersin due to considerable available capacity and
significantly lower tariff. Both ports are able to flexibly set
tariffs as long as these are not excessive or discriminatory.
LimakPort benefits from a fully amortising and protective
project-finance debt structure as opposed to Mersin's corporate
bullet structure. This leads to leverage being the key metric for
Mersin while Fitch evaluates Limak on a DSCR basis, making
financial comparisons less straightforward. While Mersin's rating
is constrained by the Country Ceiling of Turkey, LimakPort's rating
is at the same level with and capped at Turkey's Country Ceiling.

RATING SENSITIVITIES

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

-- Sustained revenue growth leading to forecast DSCR sustainably
    above 1.4x under the FRC, provided that Turkey's sovereign
    rating/Country Ceiling is also upgraded.

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

-- Forecast DSCR consistently below 1.2x or;

-- Negative rating action on Turkey's sovereign rating/Country
    Ceiling.

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

LimakPort has issued USD370 million of long-term 144A/Reg S fully
amortising project bonds. Proceeds will mainly be used to fully
repay its existing USD288 million debt, acquire operational
equipment, upstream cash to shareholders and fund liquidity
accounts.

ESG CONSIDERATIONS

LimakPort has an ESG Relevance Score of '3' for GHG Emissions & Air
Quality, versus the sector default score of '2' due to its
sustainability-linked bond features. These will result in a step-up
in interest rate if targets regarding electrification of port
vehicles are not met by set milestones. This exposes the port to
risk relating to reduction in GHG emissions although the impact of
this is considered minimal with a very low impact to the overall
rating.

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.


TURKIYE EMLAK KATILIM: Fitch Affirms 'B' Foreign Currency IDR
-------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Emlak Katilim Bankasi A.S.'s
(Emlak Katilim) Long-Term Foreign Currency (LTFC) Issuer Default
Rating (IDR) at 'B' with a Stable Outlook.

Fitch does not assign a VR to Emlak Katilim due to its small size,
limited track record of performance and limited standalone
franchise.

KEY RATING DRIVERS

LT IDRS, SUPPORT RATING AND SUPPORT RATING FLOOR (SRF)

Emlak Katilim's LT FC IDR is driven by potential state support
reflecting a high government propensity to provide support, in case
of need. This reflects the bank's 100% state ownership, the
strategic importance of Islamic banking to the authorities and the
record of capital support, including capital injections in December
2020 (TRY277 million of core capital) and April 2019 (EUR200
million additional Tier 1).

The Turkish sovereign's ability to provide support in FC is
constrained by its weak net FC reserves position. This drives the
two-notch difference between the sovereign's LTFC IDR and Emlak
Katilim's SRF notwithstanding its small size (0.3% market share of
total assets), although the bank plans aggressive growth over the
medium term.

CBRT's gross reserves were USD87.9 billion and net international
reserves USD12.0 billion as of end-April 2021. Adjusting for FC
swap transactions, net FC reserves were negative. This implies a
marked reduction in the ability of the authorities to provide FC
liquidity support to the bank in case of need. However, Turkey's
net FC reserves position should be considered in light of its own
limited short-term external debt requirements, while potential
access to external funding markets, dependent on market conditions,
could underpin the sovereign's ability to raise FC liquidity in
case of need.

The replacement of the Turkish Central Bank (CBRT) governor in
March 2021 and ensuing damage to monetary policy credibility and
investor sentiment - as evidenced by renewed market volatility and
lira depreciation - increases funding and liquidity risks.
Furthermore, ongoing uncertainty over the pandemic, particularly
given the latest resurgence and lockdown restrictions, create
downside risks both to Fitch's GDP forecast of 6.7% in 2021 and
banks' asset quality.

Emlak Katilim is largely deposit funded, with about a sixth of
deposits state-related. It does not have external FC debt. However,
54% of deposits are in FC, creating potential liquidity risks in
case of instability.

The bank has grown rapidly, albeit from a low base. It will require
further capital support to fund its growth strategy over the medium
term given weak internal capital generation. Fitch also considers
capitalisation (end-1Q21: common equity Tier 1 ratio of 10.6%,
without forbearance) to be moderate for the bank's risk profile,
given asset quality and seasoning risks and potential lira
depreciation.

Emlak Katilim's Long-Term Local-Currency IDR (LTLC IDR) is also
driven by state support. It is equalised with Turkey's LTLC IDR of
'BB-', reflecting the stronger ability of the sovereign to provide
support in LC. The Stable Outlook mirrors that on the sovereign.

NATIONAL RATING

The affirmation of the bank's National Rating reflects Fitch's view
that its creditworthiness in LC relative to other Turkish issuers
has not changed.

RATING SENSITIVITIES

IDRS, SUPPORT RATING AND SUPPORT RATING FLOOR

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

-- Emlak Katilim's LT FC IDR, and SR could be downgraded and the
    SRF revised lower if Fitch concludes further stress in
    Turkey's external finances materially reduces the reliability
    of support for the bank in FC from the Turkish authorities.
    However, this is not Fitch's base case given the Stable
    Outlook on the sovereign.

-- Emlak Katilim's LTLC IDR could be downgraded if Turkey's LTLC
    IDR was downgraded, Fitch believes the sovereign's propensity
    to provide support has reduced or the likelihood of bank
    intervention risk in LC increases.

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

-- A significant improvement in Turkey's external finances,
    including a material increase in net FX reserves, could lead
    to an upgrade of Emlak Katilim's LT FC IDR, and SR and upward
    revision of the SRF.

-- An upgrade of the sovereign's LTLC IDR or a revision of the
    sovereign's Outlook would likely lead to similar action on the
    bank.

NATIONAL RATINGS

The National Rating is sensitive to any change in Emlak Katilim's
LTLC IDR and its creditworthiness relative to other Turkish
issuers.

BEST/WORST CASE RATING SCENARIO

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The bank's ratings are driven by potential state support as
reflected in the 'B' SRF and '4' SR.

ESG CONSIDERATIONS

Emlak Katilim has an ESG Relevance Score of '4' for Governance
Structure in contrast to a typical relevance influence score of '3'
for comparable banks, reflecting potential government influence
over its board's strategy and effectiveness in the challenging
Turkish operating environment. This has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

The bank's ESG Relevance Score of '4' for Governance Structure also
takes into account its status as an Islamic bank. Its operations
and activities need to comply with sharia principles and rules,
which entails additional costs, processes, disclosures,
regulations, reporting and sharia audit. This has a negative impact
on the credit profile, and is relevant to the ratings in
conjunction with other factors.

Emlak Katilim's ESG Relevance Score of '4' for Management Strategy
(in contrast to a typical Relevance Score of '3' for comparable
banks) reflects potential government influence over its management
strategy in the challenging Turkish operating environment. This has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

In addition, Islamic banks have an exposure to social impacts
relevance score of '3' (in contrast to a typical ESG relevance
score of '2' for comparable conventional banks), which reflects
that Islamic banks have certain sharia limitations embedded in
their operations and obligations, although this only has a minimal
credit impact on Islamic banks.

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
entities, either due to their nature or to the way in which they
are being managed by the entities.


TURKIYE IHCARAT: Fitch Affirms 'B+' Foreign Currency IDR
--------------------------------------------------------
Fitch Ratings has affirmed Turkiye Ihracat Kredi Bankasi A.S.'s
(Turk Eximbank) Long-Term Foreign-Currency Issuer Default Rating
(LTFC IDR) at 'B+' with a Stable Outlook.

As is usual for development banks, Fitch does not assign a VR to
Turk Eximbank. This is because in Fitch's view, its business model
is strongly dependent on support from the state, as reflected in
the bank's dedicated policy and development role.

KEY RATING DRIVERS

IDRS; SUPPORT RATING; SUPPORT RATING FLOOR; SENIOR DEBT RATINGS

Turk Eximbank's 'B+' LTFC IDR and senior debt ratings are driven by
support from the Turkish authorities, if needed, as reflected in
its 'B+' Support Rating Floor (SRF). Fitch's view of support
reflects a high government propensity to provide support based on
the bank's state ownership, policy role as Turkey's sole export
agency, significant Central Bank of Turkey (CBRT) funding and the
record of support from the Turkish authorities, including a TRY750
million core capital injection in December 2020 and an additional
Tier 1 injection in April 2019.

Turk Eximbank is the country's official credit export agency. It
mainly provides short-term trade finance to exporters through the
central bank's rediscount loan programme. Its policy role is
reinforced through regulatory privileges, including exemption from
corporate taxes and reserve requirements and access to compensation
from the Turkish Treasury for losses incurred in credit, insurance
and guarantee transactions due to political risks.

Turk Eximbank's 'B+' SRF is one notch below Turkey's LTFC IDR,
despite its strategic policy role and ownership, due to its high FC
debt exposure and given Turkey's weak net foreign exchange (FX)
reserves position.

CBRT's gross reserves were USD87.9 billion and net international
reserves USD12.0 billion as of end-April 2021. Adjusting for FC
swap transactions, net FC reserves were negative, implying a marked
reduction in the ability of the authorities to provide FC liquidity
support to the bank in case of need. However, Turkey's net FC
reserves position should be considered in light of its own limited
short-term external debt requirements, while potential access to
external funding markets, dependent on market conditions, could
underpin the sovereign's ability to raise FC liquidity in case of
need.

The replacement of the CBRT governor in March 2021 and ensuing
damage to monetary policy credibility and investor sentiment - as
evidenced by renewed market volatility and lira depreciation -
increases funding and liquidity risks. Furthermore, ongoing
uncertainty over the pandemic, particularly given the latest
resurgence and lockdown restrictions, create downside risks both to
Fitch's GDP forecast of 6.7% in 2021 and banks' asset quality.

Turk Eximbank's funding is mostly FC-denominated (end-2020: 94% of
non-equity funding) and sourced (62%) from the CBRT in the form of
rediscount loans, in turn underpinning Turkey's FC reserves. Other
bank borrowings (about USD9.7 billion, or 38% of non-equity
funding) consist of Eurobonds(12%), IFI funding (14% largely
Turkish Treasury guaranteed), syndicated loans (6%),bilateral
funding(4%) and other source of funding(2%).

Turk Eximbank's liquidity position relies on largely short-term
loans being funded by longer-term liabilities. The bank aims to
maintain positive liquidity gaps up to five years. Liquidity is
largely placed at the CBRT (end-2020: USD680 million) or domestic
banks (USD466 million) and in FC. Its liquidity coverage ratios
were 613% (total) and 472% (FC) at end-2020.

Turk Eximbank's asset quality metrics have consistently
outperformed the sector, reflecting that loans are largely covered
by local bank guarantees or comprise apex loans directed through
Turkish banks. Its non-performing loan and Stage 2 loan ratios were
very low at end-2020 (0.3% and 2.2%, respectively).

The bank's common equity Tier 1 ratio (14.1% at end-2020) is only
moderate, given operating environment risks and its low average
risk-weighted assets density (end-2020: 36%), mainly reflecting the
0% risk-weight on rediscount loans covered by bank guarantees
(equal to about two-thirds of loans). The bank's equity/assets
ratio was just 5.6% at end 2020 and it is highly leveraged.

Operating profitability is generally stable but modest, given the
bank's developmental mandate, underpinned by a high share of cheap
CBRT funding, manageable loan impairments (2017-2020: average
annual cost of risk of 0.1%) and a low-cost base (2020: 17%
cost/income ratio) reflecting a limited branch network.

The bank's 'BB-' Long-Term Local Currency (LTLC) IDR is equalised
with Turkey's LTLC IDR on the basis of support reflecting the
sovereign's greater ability to provide support in LC.

NATIONAL RATING

The affirmation of the National Rating reflects Fitch's view that
the bank's creditworthiness in LC relative to other Turkish issuers
has not changed.

RATING SENSITIVITIES

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

-- Positive rating action on Turkey's LT IDRs would likely lead
    to similar action on the bank's LT IDRs. A material
    improvement in Turkey's external finances or net FX reserves
    position, resulting in a marked strengthening in the
    sovereign's ability to support the bank in FC, could also lead
    to positive rating action on the bank's SRF and LTFC IDR.

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

-- Negative rating action on Turkey's ratings would likely lead
    to similar action on the bank. The bank's SR could be
    downgraded, SRF revised down and, as a result its LTFC IDR
    downgraded, if further stress in Turkey's external finances
    materially reduces the reliability of support in FC for the
    bank from the Turkish authorities. However, this is not our
    base case, given the Stable Outlook on the sovereign.

-- The bank's LTLC IDR could be downgraded if Turkey's LTLC IDR
    was downgraded, Fitch believes the sovereign's propensity to
    support the bank has reduced or Fitch believes there is an
    increased likelihood of intervention risk in LC.

NATIONAL RATING

The National Rating is sensitive to changes in Turk Eximbank's LTLC
IDR and its creditworthiness relative to other Turkish issuers.

BEST/WORST CASE RATING SCENARIO

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The bank's ratings are linked to the sovereign rating.

ESG CONSIDERATIONS

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


TURKIYE KALKINMA: Fitch Affirms 'BB-' LT Foreign Currency IDR
-------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Kalkinma ve Yatirim Bankasi
A.S.'s (Kalkinma Bankasi) Long-Term Foreign-Currency Issuer Default
Rating (LTFC IDR) at 'BB-' with a Stable Outlook.

As is usual for development banks, Fitch does not assign a VR to
Kalkinma Bankasi. This is because in Fitch's view, its business
model is strongly dependent on support from the state, as reflected
in its dedicated policy and development role and largely Treasury
guaranteed funding base.

KEY RATING DRIVERS

IDRS; SUPPORT RATING; SUPPORT RATING FLOOR (SRF)

Kalkinma Bankasi's 'BB-' LTFC IDR is driven by support from the
Turkish authorities, if needed, as reflected in its 'BB-' SRF.
Fitch's view of support reflects a high government propensity to
provide support in case of need, given the bank's state ownership,
policy role, significant Treasury-guaranteed funding and the record
of support from the Turkish authorities (including a TRY750 million
core capital injection in 2020 - equal to about a fifth of equity -
and a EUR150 million additional Tier 1 capital injection in 2019).

Under its policy role, TKYB focuses on direct and apex lending (the
latter channelled through commercial banks and leasing companies)
largely in FC to Turkish SMEs and corporates in sectors (e.g.
renewable energy) and regions deemed strategic by the government.
Since 2019, its strategy has expanded to include the development of
investment banking operations to support capital market operations
in Turkey. The bank has also started fund management activities
with the establishment of Turkey Development Fund, which will
operate both in venture-capital and private-equity areas.

Kalkinma Bankasi's 'BB-' SRF is equalised with the sovereign
rating, despite Turkey's weak external finances and weak financial
flexibility to provide support in FC in case of need.

The Turkish Central Bank's (CBRT) gross reserves were USD87.9
billion and net international reserves USD12.0 billion as of
end-April 2021. Adjusting for FC swap transactions, net FC reserves
were negative, implying a marked reduction in the ability of the
authorities to provide FC liquidity support to the bank in case of
need. However, Turkey's net FC reserves position should be
considered in light of its own limited short-term external debt
requirements, while potential access to external funding markets,
dependent on market conditions, could underpin the sovereign's
ability to raise FC liquidity in case of need.

The replacement in March of the CBRT's governor and damage to
Turkey's monetary policy credibility and investor sentiment - as
evidenced by renewed market volatility and lira depreciation
-increases funding and liquidity risks. Furthermore, ongoing
uncertainty over the pandemic, particularly given the latest
resurgence and lockdown restrictions, create downside risks both to
Fitch's GDP forecast of 6.7% in 2021 and banks' asset quality.

Our view of support for Kalkinma Bankasi reflects its small size
(0.5% market share of banking sector assets) relative to sovereign
resources and still largely treasury-guaranteed funding. In
addition, the medium-term tenor of the bank's non-guaranteed
funding should limit the potential need for support over the rating
horizon - although it plans aggressive growth over the medium term
and to shift to a more commercially-oriented business model with an
increased share of non-guaranteed funding.

Kalkinma Bankasi does not have a deposit licence. FC-denominated
Treasury-guaranteed borrowings from international financial
institutions (IFIs) earmarked for development purposes are its
exclusive source of funding historically. These amounted to USD2.8
billion or about 85% of total funding at end-2020, of which USD2.4
billion was under a Turkish Treasury guarantee. Only USD400 million
of external borrowings were not guaranteed.

FC liquidity is only adequate, reflecting its limited short-term FC
liquidity and ensuing reliance on FC loan repayments to support
liquidity, albeit wholesale funding maturities are reasonably
diversified, with well-spaced out repayment schedules, resulting in
good long-term visibility. The bank's total and FC liquidity
coverage ratios were 451% and 99%, respectively, at end-1Q21. FC
liquidity typically comprises mainly domestic bank placements
(end-2020: USD270 million) and limited foreign bank placements
(USD14 million).

Kalkinma Bankasi's asset quality metrics have historically
outperformed the sector, reflecting reasonable underwriting
standards and high loan book collateralisation. Collateral
primarily consists of a government-guaranteed floor price set in FC
for renewable energy projects (equal to about half of loans) and
letters of guarantee provided by Turkish banks covering over 52% of
the loan portfolio. The bank plans to extend lending without banks'
letters of guarantee, which could result in asset quality
weakening. These exposures are expected to grow in line with the
bank's new strategy.

Kalkinma Bankasi generally reports modest profitability metrics. It
reported an operating profit/risk-weighted assets ratio of 2.0% in
2020, broadly in line with the sector average, and a return on
average equity of 18.5% underpinned by volume growth, low
impairment charges and low-cost government-guaranteed IFI funding.
However, profitability was boosted by one-off gains from asset
sales, equal to 20% of pre-tax profit.

The bank's common equity Tier 1 (CET1) ratio was 14.0% (net of
forbearance) at end-2020, which is only moderate, given operating
environment risks. Nevertheless, its CET1 ratio compares favourably
with development bank peers. Capitalisation has been supported by a
series of capital injections (core and additional Tier 1) from the
Turkish authorities since 2017, with further increases expected in
2022 and 2023. Its total capital ratio (end-2020: 22.3%) is
comfortably above the regulatory minimum (12% recommended by the
regulator.

Kalkinma Bankasi's 'BB-' Long-Term Local Currency (LTLC) IDR is
equalised with the sovereign LTLC IDR on the basis of state support
reflecting the sovereign's greater ability to provide support in
local currency (LC).

NATIONAL RATING

The affirmation of the National Rating reflects Fitch's view that
the bank's creditworthiness in LC relative to other Turkish issuers
has not changed.

RATING SENSITIVITIES

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

-- Positive rating action on Turkey's LT IDRs or Outlook would
    likely lead to similar actions on the bank's LT IDRs given
    that Kalkinma Bankasi's ratings are equalised with the
    sovereign.

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

-- Negative rating action on Turkey's ratings or Outlooks would
    likely lead to similar action on the bank. The bank's SR could
    be downgraded, its SRF revised down and as a result, its LTFC
    IDRs downgraded if further stress in Turkey's external
    finances materially reduces the reliability of support in FC
    for the bank from the Turkish authorities. However, this is
    not Fitch's base case given the Stable Outlook on the
    sovereign.

-- Kalkinma Bankasi's SRF could be revised down by one notch and
    its LTFC IDR downgraded, if its proportion of non-guaranteed
    funding increases materially (particularly if Fitch believes
    this to be indicative of a weakening in Kalkinma Bankasi's
    policy role) or if its balance sheet size increases sharply.

-- The bank's LTLC IDR could be downgraded if Turkey's LTLC IDR
    is downgraded, if Fitch believes the sovereign's propensity to
    support the bank has reduced (not Fitch's base case) or if
    Fitch believes there is an increased likelihood of
    intervention risk in LC.

NATIONAL RATING

The National Rating is sensitive to changes in the bank's LTLC IDR
and its creditworthiness relative to other Turkish issuers.

BEST/WORST CASE RATING SCENARIO

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The bank's ratings are linked to the sovereign rating.

ESG CONSIDERATIONS

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


TURKIYE SINAI: Fitch Affirms 'B+' Foreign Currency IDR, Outlook Neg
-------------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Sinai Kalkinma Bankasi A.S.'s
(TSKB) Long-Term Foreign-Currency Issuer Default Rating (LTFC IDR)
at 'B+' with a Negative Outlook and Viability Rating (VR) at 'b+'.

KEY RATING DRIVERS

LTFC IDR, VR, AND SENIOR DEBT RATINGS

TSKB's 'B+' LTFC IDR and senior debt ratings are driven by its VR.
The affirmation of the VR despite heightened operating environment
pressures, reflects the bank's niche policy role and development
bank focus and record of relatively consistent performance.
However, the VR also reflects the concentration of TSKB's
operations in the high-risk Turkish operating environment, which
heightens pressure on its credit profile, and only adequate
capitalisation.

The Turkish Central Bank's (CBRT) gross reserves were USD87.9
billion and net international reserves USD12.0 billion as of
end-April 2021. Adjusting for FC swap transactions, net FC reserves
were negative. This implies a marked reduction in the ability of
the authorities to provide FC liquidity support to the bank in case
of need. However, Turkey's net FC reserves position should be
considered in light of its own limited short-term external debt
requirements, while potential access to external funding markets,
dependent on market conditions, could underpin the sovereign's
ability to raise FC liquidity in case of need.

The recent replacement of the CBRT's governor and ensuing damage to
monetary policy credibility and investor sentiment - as evidenced
by renewed market volatility and lira depreciation - increases
funding and liquidity risks. Furthermore, ongoing uncertainty over
the pandemic, particularly given the latest resurgence and lockdown
restrictions, create downside risks both to Fitch's GDP forecast of
6.7% in 2021 and banks' asset quality. Consequently, operating
environment pressure, exacerbated by the economic downturn and
financial market volatility, is the main driver of the Negative
Outlook on TSKB's LTFC IDR.

The bank has posted below-sector average loan growth since
end-2017, reflecting its more conservative risk appetite as the
operating environment has deteriorated, but also low demand and
capital constraints. It plans muted loan growth of 3%-5%, mainly in
FX, in 2021.

Despite the bank's reasonable risk framework, asset quality risks
are significant for TSKB, given operating environment pressures,
single-name risk (notably in project finance; around 60% of loans
at end-2020), material FC lending (90% of loans), as not all
borrowers are fully hedged against the lira depreciation, and
exposure to pressured sectors. Energy lending (a high 45%) has come
under pressure from the lira depreciation and weak energy prices,
but as exposures largely relate to renewable projects, they are
mainly covered by a government-guaranteed feed-in tariff set in FC,
mitigating the credit risk.

The bank's impaired loans ratio has risen only slightly (end-1Q21:
3.8%; end-2019: 3.5%). However, its Stage 2 loans ratio is fairly
high (11.3%; largely restructured loans). In addition, the
long-term, slowly amortising nature of FC lending means asset
quality problems will feed through fairly slowly.

TSKB's profitability metrics generally remain reasonable and the
bank outperformed the sector in terms of its operating
profit/risk-weighted assets (RWA) ratio in 1Q21 (TSKB: 2.3% vs
sector: 1.8%). Performance has been underpinned by its reasonable
net interest margin - reflecting access to concessional Treasury
guaranteed funding and exposure predominantly to FC interest rates
- reasonable cost control and manageable but increased loan
impairment charges. The bank front-loaded pandemic-related
provisions in 2020, resulting in an increase in the cost of risk
(2020: 2.4%, 2019: 1.3%).

Profitability is likely to remain muted in 2021 given low growth
and net interest margin pressure, and could deteriorate
significantly in case of a marked weakening in asset quality,
particularly given concentration risks.

Capitalisation has come under pressure from the lira depreciation
(due to the inflation of FC RWA). TSKB's common equity Tier 1 ratio
fell to 9.7% (excluding forbearance) at end-1Q21, representing only
a moderate buffer over the regulatory minimum. Its total capital
ratio is stronger at 14.9% (excluding forbearance), supported by
FC-denominated Tier 2 capital. Potential asset quality
deterioration also represents a risk to capital, given high
restructured and Stage 2 loans (average reserves coverage of 14%),
as well as high FC lending and single-name risks. Pre-impairment
operating profit (1Q21: equal to about 5.7% of average loans,
annualised) provides a reasonable buffer to absorb losses through
the income statement.

TSKB is fully wholesale funded, primarily in FX, and by development
financial institutions (DFIs), and a significant portion is
Treasury guaranteed. Funding maturities are reasonably diversified
with well-spaced out repayment schedules. However, FX liquidity is
only adequate and TSKB would rely on FX loan repayments and undrawn
DFI funding to cover short-term maturing FX wholesale borrowings up
to one year. FC liquid assets typically comprise mainly cash and
placements with foreign and domestic banks and deliverable FX swaps
with the CBRT.

LTLC IDR, NATIONAL RATING, SUPPORT RATING FLOOR (SRF) AND SUPPORT
RATING (SR)

TSKB's 'B' SRF is equalised with the SRFs of the state-owned
systemically important commercial banks. This reflects Fitch's view
that TSKB is of strategic importance to the Turkish authorities,
given its policy role, expertise in development lending
(particularly renewable energy) and access to long-term funding
from DFIs (largely under a Turkish Treasury guarantee). At
end-1Q21, Treasury-guaranteed funding made up 54% of TSKB's total
funding.

The bank's Long-Term Local Currency (LTLC) IDR is equalised with
Turkey's sovereign LTLC IDR at 'BB-' on the basis of support,
reflecting the sovereign's greater ability to provide support in
local currency (LC). The Stable Outlook on the rating also mirrors
that on the sovereign.

The affirmation of TSKB's National Rating with a Stable Outlook
reflects Fitch's view that the bank's creditworthiness in LC
relative to other Turkish issuers is unchanged.

SUBORDINATED DEBT RATINGS OF TSKB

TSKB's 'B-' subordinated notes rating is notched twice from its VR
anchor rating reflecting Fitch's expectation of poor recoveries in
case of default.

RATING SENSITIVITIES

VR, LTFC IDR AND SENIOR DEBT RATINGS

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

-- The LTFC IDR and senior debt rating are primarily sensitive to
    a change in TSKB's VR, which could be downgraded due to
    further marked deterioration in the operating environment, if
    the fallout from the latest pandemic resurgence is more severe
    than expected, or if economic recovery is significantly weaker
    than expected.

-- In addition, a greater than expected deterioration in
    underlying asset quality, including due to further increases
    in restructured loans, could put pressure on the VR. A
    prolonged funding market closure that severely erodes TSKB's
    FC liquidity buffer could also lead to a VR downgrade.

-- Negative action on the sovereign rating, particularly if
    triggered by further weakening in Turkey's external finances,
    that leads to increased intervention risk, would likely be
    mirrored on the bank's LT IDRs.

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

-- Upside for the VR is constrained by Turkish operating
    environment risks. However, a reduction in operating
    environment risks, including lower market or exchange rate
    volatility and an improvement in investor sentiment, would
    reduce downside risks to the VR and could support a revision
    of the Outlook to Stable.

-- A record of resilient financial metrics, notwithstanding
    heightened operating environment risks, could also support a
    revision of the Outlook to Stable.

SUPPORT RATING, SRF AND LTLC IDR

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

-- TSKB's SR could be downgraded and the SRF revised down if
    Fitch concludes further stress in Turkey's external finances
    materially reduces the reliability of support for the bank in
    FC from the Turkish authorities or if a weakening in its
    policy role leads to a lower sovereign propensity to provide
    support, in Fitch's view.

-- TSKB's LTLC IDR could be downgraded if Turkey's LTLC IDR is
    downgraded, Fitch believes the sovereign's propensity to
    provide support has reduced or the likelihood of bank
    intervention risk increases.

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

-- A significant improvement in Turkey's external finances,
    including a material increase in net FX reserves, could lead
    to an upward revision TSKB's SRF and upgrade of the SR.
    However, only a multi-notch upward revision of the SRF would
    lead to an upgrade of TSKB's LTFC IDR, given the bank's VR is
    one notch above the SRF.

-- An upgrade of the sovereign's LTLC IDR or a revision of the
    sovereign's Outlook would likely lead to similar action on the
    bank.

NATIONAL RATINGS

The National Rating is sensitive to changes in TSKB's LTLC IDR and
creditworthiness relative to other Turkish issuers.

SUBORDINATED DEBT RATINGS OF TSKB

TSKB's subordinated debt rating is primarily sensitive to a change
in its VR anchor rating.

BEST/WORST CASE RATING SCENARIO

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

SUMMARY OF FINANCIAL ADJUSTMENTS

An adjustment has been made in Fitch's financial spreadsheets for
TSKB that has impacted Fitch's core and complementary metrics.
Fitch has taken a loan classified as a financial asset measured at
fair value through profit and loss in the bank's financial
statements and reclassified it under gross loans as Fitch believes
this is the most appropriate line in Fitch spreadsheets to reflect
this exposure.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The bank has ratings linked to the Turkish sovereign, given its
ratings are sensitive to Fitch's assessment of sovereign support
and country risks.

ESG CONSIDERATIONS

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




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

BELLHILL LTD: Enters Administration, 30 Jobs Affected
-----------------------------------------------------
Conor Marlborough at The Scotsman reports that The Lorne Hotel in
Glasgow has gone into administration and ceased trading with
immediate effect.

According to The Scotsman, the company's owners cited a dramatic
fall in turnover caused by Covid-19 restrictions that prevented the
hotel, bar and restaurant from trading after March last year.

Bellhill Limited, which owns the three star West End hotel, also
blamed its collapse on the loss of a legal case against the company
earlier this month, The Scotsman discloses.

The decision means the hotel's 30 staff have been made redundant,
The Scotsman notes.

Blair Nimmo and Alistair McAlinden of Interpath Advisory, who were
appointed as joint administrators of Bellhill Limited on May 19,
are now seeing a buyer for the company and its assets -- including
the Lorne Hotel, The Scotsman relates.


CINEWORLD GROUP: Fitch Puts 'CCC' LT IDR on Watch Negative
----------------------------------------------------------
Fitch Ratings has placed Cineworld Group plc's (Cineworld)
Long-Term Issuer Default Rating (IDR) and senior secured debt
rating of wholly owned subsidiary Crown Finance US Inc. of 'CCC' on
Rating Watch Negative (RWN). Fitch has subsequently withdrawn the
ratings.

The RWN reflects uncertainties on the sufficiency of the company's
liquidity and pace at which cinema attendance will ramp up as
lockdown measures are eased within its theatre portfolio across the
US, UK and Europe.

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

KEY RATING DRIVERS

Low Visibility on Liquidity Sufficiency: Cineworld is in the early
stage of reopening its theatre portfolio following a period of
closures due to the coronavirus pandemic. The company has been
depleting its cash reserves by about USD60 million per month while
cinemas have remained closed. The sufficiency of Cineworld's
remaining cash reserves depends on a number of variables for which
there is low visibility: the pipeline of new film releases, the
pace at which attendance levels return to normality, the impact of
any new coronavirus variants and the timing on the payment of
around a USD255 million claim arising from dissenting shareholders
following Cineworld's acquisition of Regal Entertainment Group in
2018.

Next Four Months Critical: Cineworld had USD337 million of cash
reserves at end-2020 and expects to receive a further USD200
million in tax refunds from the US Cares Act in 2Q21. This is in
addition to net proceeds of USD195 million from the issue of a
convertible bond in 1Q21. This would provide Cineworld sufficient
cash until end-2021. However, payment of the USD255m claim during
the year would significantly reduce its cash buffer and if recovery
of attendance levels remain too low to sufficiently cover fixed
costs, the company could face another liquidity crisis in 3Q21
without mitigating actions.

Significant Attendance Uncertainty Remains: Attendance levels
following the reopening of cinemas after the first lockdown
remained significantly below normal levels as health concerns among
customers remained and new movie releases were postponed.
Successful vaccination campaigns in the US, UK and Israel may ease
these concerns raising the prospects for improving attendance
levels in 2021. The pipeline of movie releases for 2021 will also
be a key factor influencing attendance levels. However, with a low
liquidity buffer and low visibility on the impact of the vaccines
on cinema attendance levels, credit risks will remain high.

Fitch's Mid-Case Forecast Scenario: In Fitch's base case scenario,
Fitch assumes Cineworld's theatres will all open by end-May 2021.
This should drive a gradual increase of admissions to 107 million
by end-2021 (around 39% of 2019 levels). Over half of these
admissions should occur in 4Q21. Assuming no material change in
customer spend in this scenario, Cineworld will turn positive in
both funds from operations (FFO) and free cash flow (FCF) only in
2022 with a projected FFO net leverage of 9.3x at the end of the
period.

Capacity to Rapidly Recover: Cinema attendance levels in markets
such as China indicate that once health concerns diminish, customer
attendance levels can rapidly return to pre-pandemic levels.
Cineworld has one of the largest cinema portfolios in the world and
a strongly cash-generative business model in normal circumstances.
This provides it with the ability to start reducing debt within 12
months of returning to normality. However, this is dependent on
film releases and attendance returning to normal levels. Its
portfolio scale and leading operational execution capability are
also likely to be key in obtaining continued support from
landlords, film studios and lenders.

Long-term Sectorial Shifts: The increased use and penetration of
subscription video on demand (SVOD) services such as Netflix and
the launch of similar platforms by other major movie studios such
as Disney create uncertainty on long-term attendance patterns and
the duration of the 'theatrical window' that benefits cinema
operators. This is the time between when the movie is released in
cinemas and on other platforms. These trends could be offset by the
symbiotic relationship between cinema operators and film studios,
the segmented nature of the customer base and the potential for
higher retained ticket revenues or other forms of revenue share in
the event that the theatrical window narrows.

DERIVATION SUMMARY

Cineworld's ratings reflect stressed finances as result of the
impact from the pandemic. In ordinary circumstances, its rating
reflects a strong position in its core markets, its large scale and
cash-generative business model. Potential financial volatility
within the sector from dependency on the success of film releases,
changing secular trends and exposure to discretionary consumer
spend drive more conservative leverage thresholds for the rating
than for other consumer media and entertainment peers.

Cineworld has greater scale, diversification and lower
emerging-market exposure than its peer Cinemark Holdings Inc.
(B+/Negative). Cineworld's lower rating primarily reflects higher
leverage and a weak liquidity position. The rating, when adjusted
for higher leverage and weak liquidity, is broadly in line with
that of other discretionary spending and consumer media peers in
Fitch's credit opinion portfolio, as well as that of publicly rated
peers such as Pinnacle Bidco plc (Pure Gym; B-/Negative).

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for Cineworld:

-- A mid-case scenario with an approximate 50% probability of
    occurrence.

-- A re-opening of cinemas by end-May 2021 with attendance
    figures affected by continued social-distancing measures and
    ongoing concern about the pandemic. Attendance levels and
    customer expenditure to normalise during 2022.

-- Attendance levels of about 107 million (2020: 54.4 million)
    and average revenue per customer of USD15.2 in 2021.

-- Fitch-defined EBITDA at negative USD313 million in 2021 and
    USD568 million in 2022.

-- Proceeds from CARES Act of USD200 million in 2Q21.

-- Capex of around USD150 million in 2021.

-- No cash dividend payments in 2021 or 2022.

-- Convertible bond net proceeds of USD195 million partially
    covering litigation liabilities from dissenting shareholder in
    2021. No significant litigation liabilities as a result of the
    terminated Cineplex transaction.

KEY RECOVERY RATING ASSUMPTIONS

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

-- The analysis assumes a post-restructuring EBITDA of around
    USD570 million, assuming normalised post-crisis operating
    conditions, which is 34% lower than Fitch-adjusted 2019
    EBITDA. This equates to approximately 30% lower attendance
    levels, 10% lower average revenue per customer and a 1pp
    improvement in EBITDA margin, as a result of cost optimization
    in the event of stress and potential gross margin improvement
    that may occur with a narrowed theatrical window.

-- Fitch applies a post-restructuring enterprise value (EV)-to
    EBITDA multiple of 5.0x.

-- Fitch calculates a recovery value of USD2.5 billion,
    representing approximately 42% of total senior secured debt.

-- Fitch assumes Cineworld's USD463 million revolving credit
    facility (RCF) is fully drawn.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given the rating
withdrawal.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Poor Liquidity: Visibility on the sufficiency of the company's
liquidity buffer will remain low until Fitch sees sufficient
admission levels to generate positive free cashflow. At end-2020,
Cineworld had cash resources of USD337 million. The company issued
a USD213 million convertible bond in 1Q21 and is expected to
receive about USD200 million in tax refunds in 2Q21. At end-2020,
its USD462 million RCF was fully drawn. Covenant waivers until June
2022 will help; however, Fitch sees uncertainty on the timing of
the USD255 million payment for litigation claims.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity. Following the rating withdrawal Fitch will
no longer provide ESG Relevance Scores for Cineworld.


GREENE KING: Fitch Affirms BB+ Rating on Class B Notes
------------------------------------------------------
Fitch Ratings has affirmed Greene King Finance Plc's class A, class
AB and class B notes at 'BBB', 'BBB-' and 'BB+', respectively. The
Outlook is Negative.

            DEBT                        RATING         PRIOR
            ----                        ------         -----
Greene King Finance Plc

Greene King Finance Plc/Debt/2 LT   LT BBB-  Affirmed   BBB-
Greene King Finance Plc/Debt/1 LT   LT BBB   Affirmed   BBB
Greene King Finance Plc/Debt/3 LT   LT BB+   Affirmed   BB+

RATING RATIONALE

The affirmation reflects Fitch's expectation that the credit
profile and free cash flow debt service coverage ratios (FCF DSCRs)
will slowly stabilise and gradually recover after a severe demand
shock related to the coronavirus pandemic. The Negative Outlook
indicates the continued uncertainties on the recovery path to
pre-pandemic levels.

Under Fitch's revised rating case, the projected long-term DSCRs
remain above the downgrade sensitivity. The ratings are also
supported by the issuer's comfortable liquidity position as of end
April, as well as some financial flexibility to help offset any
potential short-term revenue shortfall.

KEY RATING DRIVERS

Sector Hard Hit; Recovery Expected: Industry Profile - Midrange

The UK pub sector has been materially affected by the Covid-19
pandemic and its related containment measures. In 2020, the average
revenues of pubs dropped between 50% to 60%. Although the
restrictions are gradually lifting, some uncertainties remain with
respect to if and when the level of trading will recover to
pre-pandemic level. However, the positive news about vaccination
rollout and more mutually accepted travel green list may boost the
UK pub sector this summer.

The pub sector has a long history and is deeply rooted in the UK's
culture. However, in recent years (pre-pandemic), pub assets have
shown significant weakness. The sector is highly exposed to
discretionary spending, strong competition (including from the
off-trade), and other macro factors such as minimum wages, rising
utility costs and some regulatory changes, such as the introduction
of the market rent only option in the tenanted/leased segment. For
bigger pub groups, Fitch considers price risk limited but volume
risk high.

In terms of barriers to entry, licensing laws and regulations are
moderately stringent, and managed pubs and tenanted pubs (i.e.
non-full repairing and insuring) are fairly capital-intensive.
However, switching costs are generally viewed as low, even though
there may be some positive brand and captive market effects. In
terms of sustainability, Fitch expects the strong pub culture in
the UK to persist, leading people back to pubs, despite the
potentially unfavourable economic situation caused by Brexit and
Covid-19.

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

Majority of EBITDA From Managed Estate: Company Profile - Midrange

Financial Performance: Greene King has a long trading history, with
proven resilience through economic cycles. The securitised estates
have had sound performance, but in line with the wider pub sector
trend, performance had weakened in the last couple of years
(pre-pandemic) due to a difficult trading environment and rising
costs.

In2021, the company has changed its year-end from April to December
to align the reporting period with that of its ultimate parent. The
latest financial year contains only 36 weeks (vs. 52 weeks
previously), covering the entire Covid-19 period (April 2020 to
January 2021). Consequently, there is limited comparability between
this short financial year and the previous financial year (April
2019-April 2020).

Company Operations: Greene King has a stable and experienced
management team, as well as a supportive and committed sponsor
since being acquired by a subsidiary of CK Asset Holdings in 2019.
The integration of Spirit Pub Company, which was acquired in June
2015, also provided Greene King with economies of scale. The
company has mitigated some of the negative impact of a rising cost
base. With the help of Greene King Group, the company has
demonstrated good ability to manage costs during the pandemic,
maintaining a healthy margin. Operating leverage has increased in
recent years, but is expected to reduce and gradually stabilise.

Transparency: Fitch considers pub operations have low complexity.
Within the securitised group, the majority of the contributions are
derived from the self-operated business-managed pubs, with 81% by
EBITDA and 56% by estate as of January 2021. For tenanted pubs,
management also has good control over the operational strategy via
relatively shorter agreements compared with other Fitch-rated WBS
pub transactions. Historically, management has adapted to industry
changes with branding and food-led offers and improved the quality
and sustainability of the tenanted model. Fitch considers
information provided by the company is timely and sufficient.

Dependence on Operator: Fitch believes a replacement of the
operator would not be straightforward but would be possible within
a reasonable time, supported by the large number of operators and
as demonstrated with previous transactions (e.g. Orchid pubs sold
to M&B). Fitch views operational commingling as high due to
centralised management of managed and tenanted estates (although at
different locations) and common supply contracts.

Asset Quality: Fitch considers Greene King's pubs to be well
maintained, with capital expenditure averaging around 10% of total
sales on average for the securitisation over the last few years.
The majority of assets are freehold and remain well located, with a
large portion in London and the south-east. The estate contains
almost no short leaseholds, as defined in the transaction
documentation. Since joining CK Asset Holdings, Greene King has
switched its strategy to pub assets optimisation rather than an
intense disposal programme, which means it is continuously
monitoring and improving pubs performance.

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

Standard WBS Structure; Junior Debt has Back-Ended Amortisation:
Debt structure - Class A Stronger, Class AB and Class B, Midrange

All debt is fully amortising on a fixed schedule, eliminating
refinancing risk. The gradually increasing annual debt service
until 2025 is a weakness, but the debt profile remains broadly even
thereafter with a marginal peak towards the end. The class A4 and
class A7 notes have interest-only periods but the class A notes
overall have no interest-only periods and benefit from deferability
of the junior class AB2 and B notes. There is concurrent
amortisation between the class A notes and the junior notes,
although this is not significant. Amortisation for the class AB and
B notes is back-ended and their interest-only periods are
substantial: until 2031 for the class B notes and 2033 for the
class AB notes. All classes of notes are fixed rate or fully
hedged.

The security package is strong, in Fitch's view, with comprehensive
first ranking fixed and floating charges over the issuer's assets
and ultimately overall operating assets. The class AB2 and B notes
have equivalent security to class A, but are junior ranking,
leading to the 'Midrange' attribute.

All standard WBS legal and structural features are present, and the
covenant package is comprehensive. The restricted payment condition
levels are standard, with 1.5x EBITDA DSCR and 1.3x FCF DSCR
including step-up amounts. The tranched liquidity facility is
covenanted at 18 months' peak debt service. All counterparties'
ratings are at or above the rating of the highest rated notes. The
issuer is an orphan bankruptcy-remote SPV.

Sub-KRDs - Debt Profile: Class A: Stronger, Class AB, B: Midrange,
Security Package: Class A: Stronger, Class AB, B: Midrange,
Structural Features: Class A: Stronger, Class AB, B: Stronger

Coronavirus Still Affecting Demand

In March 2021, the UK government announced the roadmap to lift
Covid-19 restrictions. As of 12 April, pubs can operate in outdoor
spaces. As of 17 May, pubs can operate indoors and outdoors, with
certain Covid-19 indoor restrictions. 21 June is the anticipated
date to the end of restrictions. However, due to recent new
variants, there is a risk of potential delay or change of plans.
Whether the UK will return to pre-pandemic normality is yet to be
seen.

The Fitch rating case (FRC) assumes a gradual recovery from 2Q21,
with a full recovery to 2019 level reached by the end of 2023.

Defensive Measures

Fitch believes that Greene King continues to have flexibility to
help offset the impact of potential revenue shortfall. Under the
FRC, for the managed pubs Fitch assumed a significant cost
reduction to reflect the ongoing lockdown for the 1Q21. For 2Q21,
which covers of the gradual easing of restrictions, Fitch assumes a
proportional reduction in costs, to reflect the period of
restricted opening. Fitch expects tenanted pubs to have some cost
flexibility at the pub level, and to continue receiving financial
support from the UK government, although the amount is gradually
reducing. Fitch also assumes some reduction in maintenance capex
during the recovery period.

Comfortable Liquidity Position

As of early-April, Greene King Finance had GBP30.4 million cash and
undrawn liquidity facilities of GBP224 million, covering 18 months
of debt service. In addition, the securitisation benefits from a
GBP165 million subordinated loan facility from the parent company
Greene King Ltd, which is mostly undrawn and can be used to provide
liquidity support.

PEER GROUP

Greene King's closest peers are hybrid or managed pubco
securitisations of Marston's, Spirit and M&B. The transaction's
EBITDA generated by managed pubs is around 78%, which is close to
Spirit, higher than Marston's but below M&B, as it is 100% managed
pubs. In terms of the quality of the managed estate, the
contribution per managed pub of Greene King is above Spirit
debenture's managed estate and Marston's securitisation.

The respective rating metrics remain in line with closest peers and
Fitch's UK WBS criteria. Fitch notes that there is only a marginal
difference in terms of coverage metrics between the class A and AB
notes. However, Fitch maintains a one-notch difference between the
classes due to the stronger debt structure and significantly
shorter weighted average life of the class A notes.

RATING SENSITIVITIES

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

-- Quicker-than-assumed recovery from Covid-19 restrictions
    supporting a sustained improvement in credit metrics could
    lead to the Outlook being revised to Stable.

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

-- Slower-than-assumed recovery from the Covid-19 shock resulting
    in projected FCF DSCRs below 1.5x, 1.5x and 1.2x for the class
    A, AB and B notes, respectively, could lead to a downgrade.

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

The transaction is a securitisation of both managed and tenanted
pubs operated by Greene King Group, comprising 843 managed pubs and
644 tenanted pubs as of January 2021.

CREDIT UPDATE

Compared with the most recent event-driven ratings case in June
2020, the FCF DSCRs under Fitch's current FRC for class A and class
AB remain at 1.6x, while the class B marginally improved to 1.4x
from 1.3x. The results were driven by the prolonged lockdown and
mobility restrictions in order to contain Covid-19. However, these
metrics remain above the current downgrade triggers.

Pubs with outdoor spaces were allowed to open from 12 April. Fitch
expects Greene King's projected cash flows to progressively recover
from then. This indicates Covid-19 should only be a temporary
impairment of the credit profile in the long term, despite the
Negative Outlook. This reflects Fitch's view that demand levels
within the pub sector will return to normal in the medium to long
term. Fitch will nevertheless continue to monitor the developments
in the sector, and if Greene King's operating environment has
substantially worsened in relation to coronavirus, Fitch will
revise the FRC.

FINANCIAL ANALYSIS

Following the change of Greene Kin'g's reporting period, its
quarterly periods have changed from 16/12/12/12 weeks to four times
13 weeks. This short financial year covers the 36 weeks between 27
April 2020 and 3 January 2021. Of the 36 weeks, all pubs were
closed for 14 weeks due to national lockdown, accompanied by
different regional lockdowns. When they were allowed to open, there
were various restrictions, such as 10pm curfew and the need to buy
a substantial meal to purchase alcohol. All these factors had a
significant impact on Greene King's operational results.

Total revenue for the period was GBP264.8 million, a reduction of
69% compared with the 52-week period (July 2019 - April 2020) and
down 61% compared with the proforma 36-week period (July
2019-January 2020), reflecting the direct impact of the lockdown.
Combined EBITDA was GBP130 million, a decline of 36.5% and 25.0%,
respectively, compared with the 52-week period (GBP204.8 million)
and proforma 36-week period (GBP173.9 million). To some extent this
reflected Greene King's effective cost controls during this period.
Managed pubs' revenue declined more (-70.7% & -63%) than tenanted
pubs' (-55.7% % -44%) compared with the respective 52 and 36 weeks,
mainly driven by the Covid-19 impact, with the disposal of only a
small number of pubs .

ESG CONSIDERATIONS

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


GREENSILL CAPITAL: Tokio Marine Defends Governance Controls
-----------------------------------------------------------
Leo Lewis, Kana Inagaki and Ian Smith at The Financial Times report
that Tokio Marine, the main insurer to collapsed supply chain
finance provider Greensill Capital, has defended its governance
controls and disclosure on the Australian unit at the centre of the
fallout

In an emailed statement to the FT, the Japanese group said that
"prudent risk management, strong corporate governance and internal
controls have been the foundation of Tokio Marine's enduring
success".

But it added that its senior management was engaged in efforts to
improve governance and control processes after problems were
encountered at its Sydney-based subsidiary, the Bond & Credit Co,
which provided billions of dollars of cover to Greensill, the FT
discloses.

Last week, Lex Greensill appeared to blame Tokio Marine for his
company's downfall, telling British MPs that following intensive
negotiations he found out that the Japanese group would not renew
the policies just a few days before they expired in March, the FT
recounts.  According to the FT, he told MPs that Tokio Marine's
move was "deeply regrettable" and "ensured Greensill's collapse"
later that month, though he admitted his company had become too
reliant on one insurer.

Tokio Marine's acquisition of BCC in 2019 was part of an
aggressive, lengthy global expansion that included buying out
Insurance Australia Group's 50% stake.  IAG later said that it had
passed its own Greensill exposure to Tokio Marine as part of that
sale, the FT recounts.

Last July, BCC was plunged into crisis when it dismissed an
underwriter for allegedly exceeding his risk limits in relation to
Greensill and launched an investigation into his dealings with the
lender, the FT relays.  It formally served notice that it would not
be renewing Greensill's main policies in September, the FT notes.

According to the FT, at an earnings presentation on May 20, Tokio
Marine's chief investment officer Yoshinari Endo reiterated that it
did not expect a material impact from Greensill in the financial
year that started in April.

The insurer said in March it was studying the validity of the
insurance policies in the wake of a regulatory probe into
Greensill. Tokio Marine argues that its potential exposure to
Greensill was limited because a significant proportion of the risk
was covered by reinsurance, the FT discloses.


HENBURY SOCIAL: Goes Into Administration, Put Up for Sale
---------------------------------------------------------
Hannah Baker at BusinessLive reports that a long-standing social
club in Bristol has fallen into administration -- and has been put
up for sale for GBP1 million.

Henbury Social Club & Institute Limited, which ran Henbury Social
Club -- a private members club on Tormarten Crescent in the city --
appointed Neil Maddocks and Rob Coad of Undebt.co.uk as joint
administrators, BusinessLive relates.

According to BusinessLive, in a Facebook post from March 2020, the
social club wrote: "Coronavirus update.  Due to the government
advice to shut we have had to close our doors until further notice.
We would like to thank every single person for the support over
the years.  We WILL be back.  Take care from all at HSC."

Henbury Social Club was put up for sale for GBP1 million earlier in
2021, BusinessLive relays, citing an advert by property firm
Smethurst Property Consultants.

The 0.78-acre site, which was being advertised as a residential and
club development site, was "under offer" on March 23, BusinessLive
discloses.

The advert reads: "Whilst planning permission is in place, the
decision has now been made to sell the site as a whole, without the
need to relocate the club house and offers would be expected to
reflect the potential for an increase in residential densities.
This would be secured through a new planning application and
subject to affordable housing provision."

It is not clear what will happen to the property following its
sale, BusinessLive notes.

The club, which was based over two floors, was available to hire
for events and had a range of facilities, including four bar areas
and a concert hall that could accommodate 200 people.  It also had
a lounge area and skittle alley as well as darts, pool and snooker
tables, and a juke box.  The venue also showed sport including
premiership football and rugby.


LIBERTY GLOBAL: S&P Affirms 'BB-' ICR on Improved Performance
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' rating on Liberty Global
PLC.

The stable outlook reflects S&P's expectation that the Liberty
Global group will complete the merger between Virgin Media Inc.
(VMED) and O2 and return to positive revenue growth. The outlook
also indicates that Liberty Global will generate about $1.3 billion
in annual free operating cash flow (FOCF) on a pro forma basis
(including 50% of the U.K. JV).

The JV will be leveraged at about 5x compared with more than 6x S&P
Global Ratings-adjusted leverage for VMED. Liberty Global is
expected to pay Telefonica an additional GBP2.5 billion to make up
for the valuation (because O2 will be joining the JV debt-free).
Nevertheless, the creation of the JV will reduce the group's
adjusted leverage by about 0.2x, since the multiple for VMED as
part of the JV valuation was higher than that for O2.

S& said, "We anticipate stronger medium-term growth prospects from
combining two premium telecommunications brands, cross-selling
services to customers, reduced customer turnover, and increased
competitive strength in the U.K. telecom market over the longer
term, as the U.K. telecoms market continues to mature and
transitions to become more convergent in line with other European
markets. The merger sets the JV as the second national premium
integrated fixed and mobile telecom player, which further
differentiates it from alternative carriers such as TalkTalk and
Sky. In addition, the combination with O2 should smooth VMED's
ability to sell profitable 5G mobile offers as part of its
convergent fixed and mobile deals, further improving customer
satisfaction. As Liberty Global's share of the JV will continue to
contribute to nearly 50% of the group's revenues and EBITDA, we
expect the U.K. operations to remain a very strategic part of the
group's operations, share price movement, and management's focus.
We therefore expect to apply partial consolidation in analyzing
Liberty Global.

"We expect Switzerland to become a core part of the group
operations that will contribute about 23% of Liberty Global's
revenues and EBITDA in 2021. In our view, the growing exposure to
Switzerland increases the share in a wealthy and stable market,
which is less price sensitive than some of the other European
markets in which Liberty Global operates. Moreover, the addition of
Sunrise, as well as recent investments in upgrading the broadband
network, should support the recovery of the group's Swiss
operations, which we expect to return to positive revenue growth of
1%-2% on a pro forma basis in 2021, after three years of revenue
decline at UPC Switzerland. In addition, we think the combination
provides the Swiss operations with the opportunity to provide a
more attractive converged fixed and mobile bundle under a premium
brand, which we think will improve its customer retention. This is
an important feature in a market that has become highly focused on
converged mobile and fixed bundles, including unlimited bundles.
The integration with Sunrise also provides significant cost and
capital expenditure (capex) synergies, as well as the potential to
cross-sell services. Overall, this somewhat strengthens our view of
the group's business risk, especially compared with a Swiss
subsidiary that was previously viewed as likely to be sold."

The multiple for the Sunrise acquisition, of about 7.5x, was
significantly higher than Liberty Global's previous adjusted
leverage of about 4x. This was the key factor leading to an
increase in adjusted debt to EBITDA to just over 5x in 2020. Most
of the increase was due to Liberty Global's funding of the
acquisition with about Swiss franc (CHF) 3.5 billion equivalent of
cash on its balance sheet. The acquisition pushed Liberty Global's
net debt to EBITDA in 2020 to just above its target of 4x-5x (5.1x
in 2020 according to the company's calculation) after being
significantly below this target following previous asset disposals.
As S&P expects adjusted leverage to remain close to 5x in 2021, it
sees significantly reduced headroom for additional debt-funded
mergers and acquisitions (M&A) transactions over the medium term
under the current rating.

S&P said, "We forecast the group's reported free cash flow,
excluding the positive impact of vendor financing, to grow by 8%-9%
to about $1.3 billion compared with $1.2 billion in 2020. This
translates to an adjusted FOCF-to-debt ratio of about 4% in 2021.
This is mainly thanks to the addition of Sunrise, as well as
increased dividends from VodafoneZiggo, which we assume will grow
to about EUR300 million (Liberty Global's share) in 2021. Along
with about $1 billion spent on the group's share buyback program,
this should enable a small reduction in the group's net debt.
However, the extent of reduction in the group's debt and leverage
will largely depend on its financial policy. Credit metrics are
likely to somewhat change depending on the group's appetite to
pursue further M&A transactions, potential asset sales, and
enlarged share buybacks.

"Based on the group's current business mix, improved operating
prospects, and cash flow generation we see greater headroom within
the rating to slightly increase leverage. We therefore do not see
any short-term downside prospects even if adjusted leverage does
not decline to less than 5x in line with our base case.

"The stable outlook reflects our expectation that the Liberty
Global group will complete the merger between VMED and O2, and
return to positive revenue growth. The outlook also reflects our
expectation that Liberty Global will generate about $1.3 billion in
annual FOCF on a pro forma basis (including 50% of the U.K. JV).

"We could lower the rating if we expect that the group's adjusted
debt to EBITDA will increase to materially and sustainably more
than 5.5x due to larger-than-anticipated shareholder returns or on
the back of leveraged transactions that do not materially enhance
our view of the business.

"Increasing competition that results in declining EBITDA margins or
significant increase in capex resulting in adjusted FOCF to debt
falling materially below 3% could also lead us to consider a
downgrade.

"We do not see any near-term rating upside, primarily because of
the group's aggressive financial policy track record, which we
expect will maintain adjusted leverage at 4x-5x over the longer
term, which at the upper end means higher than 5x on an adjusted
basis.

"Moreover, short-term rating upside is limited due to our
expectation of continued relatively weak free cash flow, resulting
in adjusted FOCF to debt, excluding the benefits of vendor
financing, of about 4% in 2021. However, if management adopted a
deleveraging policy, we could raise the rating if leverage reduces
and remains at comfortably less than 5x, while adjusted FOCF to
debt (excluding vendor financing) increases to sustainably above
5%."


MABEL TOPCO: S&P Affirms 'B-' LongTerm ICR Then Withdraws Rating
----------------------------------------------------------------
S&P Global Ratings affirmed its long-term issuer credit rating on
the parent of U.K.-based casual dining chain Wagamama, Mabel Topco,
at 'B-', and removed the ratings from CreditWatch where they were
placed with negative implications on March 26, 2020. The issue
rating on Wagamama Finance PLC's senior secured notes was withdrawn
on redemption. At the same time, S&P withdrew its long-term issuer
credit rating on Mabel Topco Ltd. at the issuer's request.

S&P said, "The 'B-' long-term issuer credit rating reflects our
view that, although we expect sound demand and a recovery in
trading as indoor consumption resumes, the pandemic has had a
significant negative impact on Wagamama and its parent TRG, leading
to a severe decline in earnings and large operating cash outflows
in 2020. We expect that credit metrics and cash flow generation
will gradually improve, as increased flexibility in the broader
group's operating expenditures and Wagamama's strong like-for-like
growth metrics during trading periods should support a healthy
recovery in top line and earnings. That said, we anticipate that at
the broader group level, S&P Global Ratings-adjusted debt to EBITDA
will remain above 5.0x in fiscal year ending Dec. 31, 2021, and
free operating cash flow after lease payments will likely remain
negative for the 12-month period.

"At the time of the withdrawal, our ratings were on a stable
outlook and liquidity was adequate, supported by the recent GBP175
million equity raise, and the completion of the refinancing
transaction."




===============
X X X X X X X X
===============

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today. Albert Waldo
Snoke was director of the Grace-New Haven Hospital in New Haven,
Connecticut from 1946 until 1969. In New Haven, Dr. Snoke also
taught hospital administration at Yale University and oversaw the
development of the Yale-New Haven Hospital, serving as its
executive director from 1965-1968. From 1969-1973, Dr. Snoke worked
in Illinois as coordinator of health services in the Office of the
Governor and later as acting executive director of the Illinois
Comprehensive State Health Planning Agency. Dr. Snoke died in April
1988.


[*] EUROPE: ECB Warns of Insolvencies When Pandemic Aid is Lifted
-----------------------------------------------------------------
Silvia Amaro at CNBC reports that the 19 nations that share the
euro are facing financial risks that are elevated and uneven, the
European Central Bank warned on May 19, and more targeted stimulus
could be required as the region recovers from the coronavirus
crisis.     

The pandemic has hit different economic sectors with varying
degrees of severity and speed, with tourism and hospitability among
the most impacted, CNBC relates.  In its latest financial stability
review, the ECB warned that this uneven shock is concentrating
risks in very specific nations and parts of the euro zone economy,
CNBC notes.

"It is a bittersweet message," ECB Vice President Luis de Guindos,
as cited by CNBC, said regarding the latest assessment.

"The evolution of the vaccination (program) is very positive, we
are catching up and this is, you know, very good news.  But
simultaneously, well, we continue having some financial stability
risks that we need to monitor," Mr. de Guindos told CNBC's Joumanna
Bercetche on May 19.

According to CNBC, the euro zone's central bank is particularly
concerned about a higher corporate debt burden in countries with
larger services sectors, because this could increase pressure on
governments and lenders in these nations.

This could be a headache in the short term as governments lift
their pandemic-related stimulus, such as furlough programs, CNBC
states.

"As this support is gradually removed, considerably higher
insolvency rates than before the pandemic cannot be ruled out,
especially in certain euro area countries," CNBC quotes the ECB  as
saying in a statement.

When speaking to CNBC, Mr. de Guindos said that "2020 is a little
bit of surprise" given that there were fewer corporate insolvencies
than in 2019 -- before the coronavirus crisis hit the euro area.

Nonetheless, he asked for caution as the central bank expects that
"in 2021 we will see an important increase in terms of
insolvencies", CNBC relays.



                           *********


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
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