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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

          Wednesday, May 26, 2021, Vol. 22, No. 99

                           Headlines



G E O R G I A

GEORGIAN RAILWAY: S&P Affirms 'B+/B' ICRs, Outlook Negative


I R E L A N D

AURIUM CLO VI: S&P Assigns 'B-' Rating on Class F Notes
AURIUM CLO VIII: S&P Assigns B- Rating on $13.2MM Class F Notes
PROVIDUS CLO III: Fitch Affirms B- Rating on Class F Notes
PROVIDUS CLO IV: S&P Assigns B- Rating on Class F Notes
RRE 2 LOAN: S&P Assigns Prelim BB- Rating on Class D Notes



L U X E M B O U R G

NORTHPOLE NEWCO: S&P Lowers ICR to 'B-' on Sharp EBITDA Decline


N E T H E R L A N D S

EMF-NL PRIME 2008-A: S&P Affirms 'CCC-' Rating on Class D Notes


R U S S I A

KRASNOYARSK KRAI: S&P Alters Outlook on 'BB' ICR to Stable
NCO NETWORK: Bank of Russia Terminates Provisional Administration


S P A I N

HIPOCAT 11: S&P Affirms 'D' Ratings on 3 Note Classes


T U R K E Y

TURKISH AIRLINES: S&P Lowers Rating on 2015-1 Certs to 'B+'


U N I T E D   K I N G D O M

AMIGO LOANS: High Court Refuses to Approve Compensation Scheme
ELYSIUM HEALTHCARE 2: S&P Alters Outlook on 'B' ICR to Stable
LIBERTY STEEL: Nationalization Least Likely Option, UK Gov't. Says
LIBERTY STEEL: Transferred Taxpayer Loan to Scottish Plant
NEW LOOK: Landlords Can Appeal Ruling in CVA Legal Challenge

REGIS UK: Court Refuses to Revoke Company Voluntary Arrangement

                           - - - - -


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G E O R G I A
=============

GEORGIAN RAILWAY: S&P Affirms 'B+/B' ICRs, Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered Georgian Railway's stand-alone credit
profile (SACP) to 'b-' from 'b'. S&P affirmed its 'B+' long-term
and 'B' short-term issuer credit ratings on the company and the
'B+' issue rating on its notes. The rating on GR now benefits from
two notches for extraordinary government support.

The negative outlook on GR indicates that Georgia's economy is
under pressure and that the upcoming refinancing could carry
execution risk.

GR's management is proactively seeking refinancing ahead of the
July 2022 maturity on its $500 million bonds. S&P expects
refinancing will take place well ahead of the maturity, supporting
the company's liquidity. That said, the execution of the upcoming
refinancing poses a meaningful credit risk and is still the
company's main challenge, despite management's track record of
completing previous refinancing exercises well in advance. The
local banking system is relatively weak and small, so the company
relies on international investors.

S&P said, "In our view, the probability that the Georgian
government will offer GR extraordinary state support is very high.
GR is one of the largest corporate borrowers in Georgia and is an
important infrastructure link in the country and in the region. We
consider that the government has a strong incentive to support GR,
because if it were to default, there would be considerable damage
to the sovereign's reputation and to other Georgian issuers'
ability to borrow externally. At this stage, the state is unlikely
to compensate GR for investments in Tbilisi Bypass. However, the
government has supported GR's peers with alternative financing
recently. We expect it to take the same approach to GR, if needed.
The rating on GR now factors in two notches for extraordinary
government support."

Although operating performance has been relatively stable despite
the pandemic, with funds from operations (FFO) to debt at about 5%,
debt has increased over time due to depreciation of the lari, and
recovery might take time.Despite the difficult market conditions in
2020, GR's ongoing efforts to attract freight transportation
customers helped it generate EBITDA of GEL205 million (up from
GEL190 million in 2019). Nevertheless, because the $500 million
senior unsecured bonds represent a large portion of the debt
portfolio--and the lari depreciated to 3.29 lari per U.S. dollar on
Dec. 31, 2020, from 2.85 on Jan. 1, 2020--foreign exchange
movements inflated the debt figure in lari and contributed to
relatively high financial leverage. FFO to debt was 5%, flat from
2019. S&P expects FFO to debt to be 5%-6% in 2021 (excluding the
one-off effect of the expected refinancing costs). This is
commensurate with a 'b-' SACP, absent liquidity issues.

The FFO to debt ratio is forecast to recover to 8%-10%, depending
on GR's ability to further bolster its EBITDA, the foreign exchange
rate trajectory, and interest rates post-refinancing. The recovery
might take longer than 2022. S&P said, "We expect a recovery in the
local economy, and in neighboring countries. GDP in Georgia is
forecast to grow by 4% in 2021, after a 6% drop in 2020, supporting
freight volumes. Metrics should strengthen, so that FFO to debt is
8%, which we consider commensurate to an SACP of 'b'. This might
take time and depends on several factors, including the cost of
refinancing, the coupon rates on the new bond, and operating cost
efficiencies."

S&P said, "We expect GR will resume capital investment, after the
pandemic-related cuts of 2020. That said, it won't need additional
borrowings to fund this investment. Despite material capital
expenditure (capex) plans, we expect GR will maintain positive free
operating cash flow (FOCF) from 2022 onward. In 2021, capex will
likely reach pre-pandemic levels of GEL110 million-GEL120 million,
which is well above the GEL56 million spent in 2020. GR aims to
increase capacity to 48 million tons a year from 27 million tons.
Current utilization is materially lower, at about 11 million tons
in 2020, but the modernization project is close to completion (93%
at year-end 2020) and management expects the railway will offer
shipper better terms which will increase cash flows. GR has already
invested almost GEL0.9 billion in the modernization project over
2010-2020."

The negative outlook on GR is based on the pressure on Georgia's
economy as well as the potential liquidity risk related to the
upcoming refinancing of the $500 million bonds due July 2022.

S&P could consider a downgrade if:

-- The refinancing takes longer than expected, affecting the
company's liquidity; or

-- S&P lowers the sovereign rating on Georgia, all else being
equal. However, this rating action would also depend on GR's
operating performance and leverage.

To revise the outlook to stable, S&P would need to consider the
following:

-- GR's timely refinancing of the $500 million bonds due July
2022;

-- The likelihood that FFO to debt will reach 8%, absent liquidity
pressures. This could be supported by growth in freight turnover,
translating into higher EBITDA generation; by operating cost
efficiencies; and by potentially lower interest expenses after the
refinancing.




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

AURIUM CLO VI: S&P Assigns 'B-' Rating on Class F Notes
-------------------------------------------------------
S&P Global Ratings assigned credit ratings to Aurium CLO VI DAC's
class A-Loan, A-R, B-1, B-2, C-R, D-R, E-R, and F notes. At
closing, the issuer did not issue additional unrated subordinated
notes in addition to the EUR27 million of existing unrated
subordinated notes.

The transaction is a reset of an existing Aurium CLO VI
transaction, which originally closed in July 2020. The issuance
proceeds of the refinancing notes was used to redeem the refinanced
notes (the class A, B, C, D, and E notes), pay fees and expenses
incurred in connection with the reset, and fund the acquisition of
additional assets.

Under the transaction documents, the issuer can purchase workout
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.

Workout 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. 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. 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 workout
obligations, 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 workout loans is not subject to the reinvestment
criteria or the full eligibility criteria as is the case with
standard collateral obligations. However, these purchases are
subject to documented workout loan acquisition eligibility
criteria, which include specific eligibility conditions and workout
loan profile tests.

The issuer may purchase workout loans using interest proceeds,
principal proceeds, or amounts in the supplemental reserve account.
The use of interest proceeds to purchase workout 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

-- All coverage tests being satisfied following the purchase of a
workout obligation.

The use of principal proceeds is subject to:

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

-- If the above condition is not satisfied: (i) the obligation
meets the documented restructured obligation eligibility criteria,
(ii) the par value tests are satisfied after the reinvestment,
(iii) the obligation ranks pari passu with or senior to the
relevant collateral obligation, and (iv) the obligation to be
acquired is not a warrant.

Workout loans purchased with principal proceeds that have limited
deviation from the eligibility criteria will receive collateral
value credit in the principal balance definition and for
overcollateralization carrying value purposes. Workout loans that
do not meet this version of the eligibility criteria will receive
zero credit. Workout loans purchased with interest or supplemental
reserve proceeds can be designated as declared principal proceeds
workout loans subject to the same limited deviation from the
eligibility criteria requirement as above. Declared principal
proceeds workout loans also receive collateral value credit and
this designation is irrevocable.

If a workout loan was purchased with principal proceeds at a time
when the collateral principal amount was below the reinvestment
target par balance, all amounts from the workout loan will be
credited to the principal account until the principal balance of
the related collateral obligation, and the greater of the principal
proceeds used to purchase the workout loan and the
overcollateralization carrying value of the workout loan have been
recovered.

If a workout loan was purchased with principal proceeds at a time
when the collateral principal amount was above the reinvestment
target par balance, or the workout loan was purchased with interest
or supplemental reserve proceeds, the amounts above the carrying
value can be recharacterized as interest or supplemental reserve
amounts at the manager's discretion. This aims to protect the
transaction from par erosion by capturing the carrying value from
any workout distributions as principal account proceeds.

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

S&P considers that the closing date portfolio is well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans. Therefore, S&P has conducted its credit and
cash flow analysis by applying its criteria for corporate cash flow
CDOs.

  Portfolio Characteristics

  S&P Global Ratings weighted-average rating factor    2,657.94
  Default rate dispersion                                575.90
  Weighted-average life (years)                            5.24
  Obligor diversity measure                              113.50
  Industry diversity measure                              20.65
  Regional diversity measure                               1.25
  Weighted-average rating                                   'B'
  'CCC' category rated assets (%)                          0.89
  Actual 'AAA' weighted-average recovery rate             37.61
  Floating-rate assets (%)                                94.80
  Weighted-average spread (net of floors; %)               3.54

S&P said, "In our cash flow analysis, we modelled the target par
amount of EUR450 million, a weighted-average spread of 3.50%, the
reference weighted-average coupon of 4.50%, and the covenanted
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.

"Our credit and cash flow analysis shows that the class B-1, B-2,
C-R, D-R, and E-R notes benefit from break-even default rate (BDR)
and scenario default rate cushions that we would typically consider
to be in line with higher ratings than those assigned. However, as
the CLO will be in reinvestment phase until November 2025, during
which the transaction's credit risk profile could deteriorate, we
have capped our ratings on the notes.

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC+' rating. However, after applying our
'CCC' criteria, we have assigned a 'B-' rating to this class of
notes." The one-notch uplift (to 'B-') from the model generated
results (of 'CCC+'), reflects several key factors, including:

-- The available credit enhancement for this class of notes is in
the same range as other CLOs that S&P 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 BDR at the 'B-' rating level of 26.17%
(for a portfolio with a weighted-average life of 5.24 years),
versus if it was to consider a long-term sustainable default rate
of 3.1% for 5.24 years, which would result in a target default rate
of 16.24%.

-- S&P also noted that the actual portfolio is generating higher
spreads and recoveries versus the covenanted thresholds that it has
modelled in our cash flow analysis.

S&P said, "For us to assign a rating in the 'CCC' category, we 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 we envision this tranche to default in the
next 12-18 months.

"Following this analysis, we consider that the available credit
enhancement for the class F notes is commensurate with the 'B-
(sf)' rating assigned."

Citibank N.A., London Branch is the bank account provider and
custodian. The transaction participants' documented replacement
provisions are in line with S&P's counterparty criteria for
liabilities rated up to 'AAA'.

S&P said, "Under our structured finance sovereign risk criteria,
the transaction's exposure to country risk is sufficiently
mitigated at the assigned rating levels.

"We consider the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

"Spire Management Ltd. is the collateral manager. Under our "Global
Framework For Assessing Operational Risk In Structured Finance
Transactions," published on Oct. 9, 2014, the maximum potential
rating on the liabilities is 'AAA'.

"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-Loan to E-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.

"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 notes."

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 from being related to the following industries if
certain conditions are met (non-exhaustive list): tobacco,
manufacturing or marketing of controversial weapons, mining of
thermal coal and oil sands extraction. 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 RATE*        SUB (%)
                     (MIL. EUR)
  A-Loan    AAA (sf)   150.00    Three/six-month EURIBOR   38.00
                                      plus 0.83%
  A-R       AAA (sf)   129.00    Three/six-month EURIBOR   38.00
                                      plus 0.83%
  B-1       AA (sf)     35.00    Three/six-month EURIBOR   28.00
                                      plus 1.55%
  B-2       AA (sf)     10.00            1.95%             28.00
  C-R       A (sf)      31.50    Three/six-month EURIBOR   21.00
                                      plus 2.20%
  D-R       BBB (sf)    28.10    Three/six-month EURIBOR   14.76
                                      plus 3.30%
  E-R       BB- (sf)    22.50    Three/six-month EURIBOR    9.75
                                      plus 6.04%
  F         B- (sf)     14.60    Three/six-month EURIBOR    6.51
                                      plus 8.70%
  Sub       NR          27.00              N/A               N/A

*The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
N/A--Not applicable.
NR--Not rated.


AURIUM CLO VIII: S&P Assigns B- Rating on $13.2MM Class F Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Aurium CLO VIII DAC's class A, B-1, B-2, B-3, C, D, E, and F notes.
At closing, the issuer will also issue unrated subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.

The portfolio's reinvestment period will end approximately
four-and-a-half years after closing, and the portfolio's maximum
average maturity date will be eight-and-a-half years after
closing.

The preliminary ratings assigned to the notes reflect S&P's
assessment of:

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

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

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

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

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

  Portfolio Benchmarks
                                                          CURRENT
  S&P Global Ratings weighted-average rating factor      2,734.82
  Default rate dispersion                                  477.30
  Weighted-average life (years)                              5.19
  Obligor diversity measure                                135.28
  Industry diversity measure                                23.94
  Regional diversity measure                                 1.35

  Transaction Key Metrics
                                                          CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                          'B'
  'CCC' category rated assets (%)                            0.91
  Covenanted 'AAA' weighted-average recovery (%)            36.60
  Covenanted weighted-average spread (%)                     3.55
  Covenanted weighted-average coupon (%)                     4.00

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average rating of 'B'. We consider that the portfolio will
be well-diversified on the effective date, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
collateralized debt obligations.

"In our cash flow analysis, we considered the EUR440 million par
amount, the covenanted weighted-average spread of 3.55%, the
covenanted weighted-average coupon of 4.00%, and the covenanted
weighted-average recovery rates for all rating levels. 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. Our cash flow
analysis also considers scenarios where the underlying pool
comprises 100% of floating-rate assets (i.e., the fixed-rate bucket
is 0%) and where the fixed-rate bucket is fully utilized (in this
case 10%)."

Under the transaction documents, the issuer can purchase workout
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. The purchase of workout loans is not
subject to the reinvestment criteria or the eligibility criteria.
However, if the workout loan meets the eligibility criteria with
certain exclusions, it is accorded defaulted treatment in the
principal balance and par coverage tests. The issuer's cumulative
exposure to workout loans that can be acquired with principal
proceeds is limited to 5% of the reinvestment target par balance.
The issuer's cumulative exposure to workout loans that can be
acquired with principal and interest proceeds is limited to 10% of
the reinvestment target par balance.

The issuer may purchase workout loans using interest proceeds,
principal proceeds, or amounts in the supplemental reserve account.
The use of interest proceeds to purchase workout loans is subject
to all coverage tests passing following the purchase and there
being sufficient interest proceeds to pay interest on all the rated
notes on the upcoming payment date. The use of principal proceeds
is subject to the following conditions: the par coverage tests are
passed following the purchase; the manager has built sufficient
excess par in the transaction so that the collateral principal
amount is equal to or exceeds the reinvestment target par balance
after the acquisition; and the obligation is a debt obligation that
is pari passu or senior to the obligation already held by the
issuer.

In this transaction, if a non-principal funded workout loan
subsequently becomes an eligible CDO, the manager can designate it
as such and transfer the market value of the asset to the interest
or the supplemental reserve account from the principal account. We
considered the alignment of interests for this re-designation and
took into account other factors, including that either the
reinvestment criteria is met or the collateral principal amount is
equal to or exceeds the reinvestment target par balance after such
designation; and that the manager cannot self-mark the market
value.

This transaction also features a principal transfer test, which
allows interest proceeds exceeding the principal transfer coverage
ratio to be paid into either the principal or supplemental reserve
account. The interest proceeds can only be paid into the principal
account senior to the reinvestment overcollateralization test and
into the supplemental reserve account junior to the reinvestment
overcollateralization test. Therefore, S&P has not applied a cash
flow stress for this. Nevertheless, because the transfer to
principal is at the collateral manager's discretion, S&P did not
give credit to this test in its cash flow analysis.

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

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned preliminary ratings, as the exposure to
individual sovereigns does not exceed the diversification
thresholds outlined in our criteria.

"We expect the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our preliminary
ratings are commensurate with the available credit enhancement for
the class A to E notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B-1, B-2, B-3,
C, and D notes could withstand stresses commensurate with higher
rating levels than those we have assigned. However, as the CLO is
still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our assigned
ratings on the notes.

"For the class F notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC' rating. However, we applied our 'CCC'
rating criteria, and we assigned a preliminary 'B- (sf)' rating to
this class of notes."

The two notches of rating uplift (to 'B-') from the model generated
results (of 'CCC') reflects several key factors, including:

-- Credit enhancement comparison: 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.

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

S&P said, "Our model-generated break-even default rate is at the
'B-' rating level of 25.03% (for a portfolio with a
weighted-average life of 5.19 years), versus if we were to consider
a long-term sustainable default rate of 3.1% for 5.19 years, which
would result in a target default rate of 16.09%.

"For us to assign a rating in the 'CCC' category, we also assess
whether the tranche is vulnerable to nonpayment in the near future;
if there is a one-in-two chance for this note to default; and if we
envision this tranche to default in the next 12-18 months."

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

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 the class A
to E 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.

"For the class F notes, 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."

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 from being related to certain activities,
including, but not limited to, the following: tobacco, adult
entertainment, speculative extraction of oil and gas, production of
controversial weapons. 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   PRELIM.    PRELIM.     CREDIT         INTEREST RATE*
          RATING     AMOUNT     ENHANCEMENT (%)
                   (MIL. EUR)
  A       AAA (sf)   272.80       38.00    Three/six-month EURIBOR

                                                 plus 0.85%

  B-1     AA (sf)     30.80       28.00    Three/six-month EURIBOR

                                                 plus 1.50%

  B-2     AA (sf)      5.50       28.00            1.90%

  B-3     AA (sf)      7.70       28.00    1.90% for the first
                                               three years;
                                           three/six-month EURIBOR

                                                plus  1.50%
                                                thereafter**

  C       A (sf)      30.80       21.00    Three/six-month EURIBOR

                                                plus 1.95%

  D       BBB (sf)    27.50       14.75    Three/six-month EURIBOR

                                                plus 3.00%

  E       BB (sf)     23.10        9.50    Three/six-month EURIBOR

                                                plus 5.80%

  F       B- (sf)     13.20        6.50    Three/six-month EURIBOR

                                                plus 8.54%

  Subordinated NR     31.40        N/A             N/A

* The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

** The index will be capped at 2.50%.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


PROVIDUS CLO III: Fitch Affirms B- Rating on Class F Notes
----------------------------------------------------------
Fitch Ratings has revised Providus CLO III Designated Activity
Company's class D, E and F notes' Outlooks to Stable from Negative,
and affirmed all ratings.

     DEBT                 RATING          PRIOR
     ----                 ------          -----
Providus CLO III DAC

A XS2019348189     LT  AAAsf   Affirmed   AAAsf
B-1 XS2019348858   LT  AAsf    Affirmed   AAsf
B-2 XS2019349401   LT  AAsf    Affirmed   AAsf
C XS2019350169     LT  Asf     Affirmed   Asf
D XS2019350839     LT  BBB-sf  Affirmed   BBB-sf
E XS2019351480     LT  BB-sf   Affirmed   BB-sf
F XS2019351308     LT  B-sf    Affirmed   B-sf

TRANSACTION SUMMARY

Providus CLO III DAC is a cashflow securitisation of mainly senior
secured obligations. The transaction is still in its reinvestment
period and the portfolio is managed by Permira Debt Managers Group
Holdings Limited.

KEY RATING DRIVERS

Performance Stable Since Last Review

The transaction was below par by 24 bp as of the latest investor
report dated 8 April 2021. All portfolio profile tests, collateral
quality tests and coverage tests were passing except another
agency's WARF test. As of the same report, the transaction had no
defaulted assets and the exposure to assets with a Fitch-derived
rating (FDR) of 'CCC+' and below was 4.6%.

Resilient to Coronavirus Stress

The affirmations reflect the portfolio credit quality having been
broadly stable since November 2020. The Stable Outlooks on the
Class A, B and C notes, and the revision of the Outlooks on the
Class D, E and F notes to Stable from Negative, reflect the notes'
resilience in the sensitivity analysis ran in light of the
coronavirus pandemic. Fitch has recently updated its CLO
coronavirus stress scenario to assume half of the corporate
exposure on Negative Outlook is downgraded by one notch instead of
100%.

'B'/'B-' Portfolio

Fitch assesses the average credit quality of the obligors to be in
the 'B'/'B-' category. The Fitch WARF and the WARF calculated by
the trustee for Providus CLO III DAC were 33.63 and 33.67,
respectively, both below the maximum covenant of 34. The
Fitch-calculated WARF would increase by 1.16 after applying the
baseline coronavirus stress.

High Recovery Expectations

Senior secured obligations comprise 95.2% of the portfolio. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. In the latest
investor report, the Fitch weighted average recovery rate (WARR) of
the current portfolio is 66.5% above the minimum covenant of
64.65%.

Portfolio Well Diversified

The portfolio is well diversified across obligors, countries and
industries. The top 10 obligor concentration is 18.6%, and no
obligor represents more than 2.2% of the portfolio balance.

Deviation from Model-Implied Rating

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

RATING SENSITIVITIES

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

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

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

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

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

Coronavirus Severe Downside Stress Scenario

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
Covid-19 infections in the major economies. This downside
sensitivity incorporates a single-notch downgrade to all
Fitch-derived ratings for assets that are on Negative Outlook. This
scenario would result in a downgrade of up to one notch.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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.

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.


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

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.

The portfolio's reinvestment period will end on or before Nov. 19,
2025.

The ratings assigned to the notes 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.

  Portfolio Benchmarks
                                                          CURRENT
  S&P Global Ratings weighted-average rating factor      2,844.24
  Default rate dispersion                                  512.75
  Weighted-average life (years)                              5.51
  Obligor diversity measure                                112.07
  Industry diversity measure                                14.95
  Regional diversity measure                                 1.39

  Transaction Key Metrics
                                                          CURRENT
  Total par amount (mil. EUR)                                 400
  Defaulted assets (mil. EUR)                                   0
  Number of performing obligors                               143
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                          'B'
  'CCC' category rated assets (%)                            1.73
  Covenanted 'AAA' weighted-average recovery (%)            36.08
  Covenanted weighted-average spread (%)                     3.65
  Covenanted weighted-average coupon (%)                     4.50

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider the portfolio to be well-diversified on the
effective date, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.65%, the covenanted
weighted-average coupon of 4.50%, and the actual weighted-average
recovery rates for all rating levels. 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.

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

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria.

"We consider the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to E-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes. In
our view the portfolio is granular in nature, and well-diversified
across obligors, industries, and asset characteristics when
compared to other CLO transactions we have rated recently. As such,
we have not applied any additional scenario and sensitivity
analysis when assigning ratings on any classes of notes in this
transaction.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class A
loan and the class A-R, B-1, B-2, C-R, D-R, E-R, and F 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 loan and
class A-R to E-R notes to five of the 10 hypothetical scenarios we
looked at in our recent publication.

"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 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."

Providus CLO IV is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by sub-investment grade borrowers. Permira
European CLO Manager LLP manages the transaction.

Environmental, social, and governance (ESG) credit factors

S&P siad, "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 from being related to the following industries:
controversial weapons, production of nuclear weapons, the
extraction of thermal coal, and the production of trade in
pornography. 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."

  Ratings List

  CLASS   RATING     AMOUNT    SUB (%)    INTEREST RATE*
                   (MIL. EUR)

  A-R     AAA (sf)    98.00    39.50     Three/six-month EURIBOR
                                             plus 0.82%

  A Loan  AAA (sf)   144.00    39.50     Three/six-month EURIBOR
                                             plus 0.82%

  B-1     AA (sf)     30.00    28.25     Three/six-month EURIBOR
                                             plus 1.63%

  B-2     AA (sf)     15.00    28.25     1.96%

  C-R     A (sf)      24.00    22.25     Three/six-month EURIBOR
                                             plus 2.20%

  D-R     BBB- (sf)   30.00    14.75     Three/six-month EURIBOR
                                             plus 3.25%

  E-R     BB- (sf)    20.20     9.70     Three/six-month EURIBOR
                                             plus 5.99%

  F       B- (sf)     11.60     6.80     Three/six-month EURIBOR
                                             plus 8.62%

  Sub. notes   NR     39.50      N/A     N/A

* The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


RRE 2 LOAN: S&P Assigns Prelim BB- Rating on Class D Notes
----------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to RRE 2
Loan Management DAC's class A-1 to D notes. At closing the issuer
will also issue unrated subordinated notes.

This is a European cash flow CLO transaction, securitizing a
portfolio of primarily senior secured leveraged loans and bonds.
The transaction will be managed by Redding Ridge Asset Management
(UK) LLP.

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

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

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

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

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

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

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will permanently switch to semiannual payment.

The portfolio's reinvestment period will end approximately four
years after closing, and the portfolio's maximum average maturity
date is nine years after closing.

  Portfolio Benchmarks
                                                         CURRENT
  S&P Global Ratings weighted-average rating factor     2,716.93
  Default rate dispersion                                 572.50
  Weighted-average life (years)                             5.07
  Obligor diversity measure                               131.37
  Industry diversity measure                               20.89
  Regional diversity measure                                1.18

  Transaction Key Metrics
                                                         CURRENT
  Total par amount (mil. EUR)                                500
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              163
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                         'B'
  'CCC' category rated assets (%)                           1.14
  'AAA' actual weighted-average recovery (%)               37.19
  Covenanted weighted-average spread (%)                    3.48
  Reference weighted-average coupon (%)                     5.00

Workout obligations

Under the transaction documents, the issuer may purchase debt and
non-debt assets of an existing borrower offered in connection with
a workout, restructuring, or bankruptcy (workout obligations), to
maximize the overall recovery prospects on the borrower's
obligations held by the issuer.

The transaction documents limit the CLO's exposure to workout
obligations quarterly, and on a cumulative basis, may not exceed
10% of target par if purchased with principal proceeds.

The issuer may only purchase workout obligations provided the
following are satisfied:

Using principal proceeds or amounts designated as principal
proceeds, provided that:

-- The obligation is a debt obligation;

-- It is pari passu or senior to the obligation already held by
the issuer;

-- Its maturity date falls before the rated notes' maturity date;

-- It is not purchased at a premium; and

-- The class A-1, A-2, B, and C par value tests are satisfied
after the acquisition or the performing portfolio balance exceeds
the reinvestment target par balance.

Using interest proceeds, provided that:

-- The class C interest coverage test is satisfied after the
acquisition; and

-- The manager believes there will be enough interest proceeds on
the following payment date to pay interest on all the rated notes.

-- The issuer may also purchase workout obligations using amounts
standing to the credit of the supplemental reserve account.

In all instances where principal proceeds or amounts designated as
principal proceeds are used to purchase workout obligations:

-- A zero carrying value is assigned to the workout obligations
until they fully satisfy the eligibility criteria (following which
the obligation will be subject to the same treatment as other
obligations held by the issuer);

-- All and any distributions received from a workout obligation
will be retained as principal and may not be transferred into any
other account; and

-- There may be instances where the transaction limits testing all
par value tests when purchasing workout obligations. S&P said, "As
a result, as part of our analysis we have omitted any benefit
received from the class D par value and interest diversion tests.

-- 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. As such, we have not applied any additional scenario and
sensitivity analysis when assigning ratings to any classes of notes
in this transaction."

S&P said, "In our cash flow analysis, we used the EUR500 million
target par amount, the covenanted weighted-average spread (3.48%),
the reference weighted-average coupon (5.00%), and the covenanted
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. Our
credit and cash flow analysis indicates that the available credit
enhancement for the class A-2 to D notes could withstand stresses
commensurate with higher ratings than those we have assigned.
However, as the CLO will be in its reinvestment phase starting from
closing, during which the transaction's credit risk profile could
deteriorate, we have capped our preliminary ratings assigned to the
notes.

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

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned preliminary ratings, as the exposure to
individual sovereigns does not exceed the diversification
thresholds outlined in our criteria.

"At closing, we consider that the transaction's legal structure
will be bankruptcy remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our assigned
preliminary ratings are commensurate with the available credit
enhancement for the class A-1, A-2, B, C, and D 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 D 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 D notes.

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 (see "ESG Industry Report Card: Collateralized Loan
Obligations," published on March 31, 2021). 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 from being related
to the following industries: controversial weapons, nuclear
weapons, thermal coal, oil and gas, pornography or prostitution,
opioid manufacturing or distribution, and hazardous chemicals.
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."

  Preliminary Ratings Assigned

  CLASS     PRELIM.    PRELIM.     SUB (%)    INTEREST RATE§
            RATING*    AMOUNT
                      (MIL. EUR)

  A-1       AAA (sf)    300.00     40.00   Three/six-month EURIBOR

                                                plus 0.86%

  A-2       AA (sf)     47.50      30.50   Three/six-month EURIBOR

                                                plus 1.45%

  B         A (sf)      50.00      20.50   Three/six-month EURIBOR

                                                plus 2.05%

  C         BBB- (sf)   32.50      14.00   Three/six-month EURIBOR

                                                plus 3.05%

  D         BB- (sf)    20.00      10.00   Three/six-month EURIBOR

                                                plus 5.80%

  Sub notes NR          53.64      N/A            N/A

* The preliminary ratings assigned to the class A-1 and A-2 notes
address timely interest and ultimate principal payments. The
preliminary ratings assigned to the class B, C, and D notes address
ultimate interest and principal payments.

§ The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.


NR--Not rated.
N/A--Not applicable.
EURIBOR--Euro Interbank Offered Rate.




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

NORTHPOLE NEWCO: S&P Lowers ICR to 'B-' on Sharp EBITDA Decline
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
cyber security software provider Northpole Newco S.a.r.l. (NSO), as
well as its issue ratings on the company's debt, to 'B-' from 'B'.

The negative outlook indicates that S&P could lower its ratings if
NSO is unable to improve its covenant headroom to about 10%, either
by securing a covenant waiver from its lenders or through a
combination of EBITDA equity cures and cost reduction.

S&P revised base case indicates a sharp EBITDA decline in 2021.

S&P said, "We now expect NSO's adjusted EBITDA to decline by about
16% in 2021, compared with our previous assumption of slight
growth. The decline reflects subdued revenue growth of 1%-3% and a
nearly 30% increase in R&D expenses. The subdued revenue stems from
a significant downward revision in both expected bookings and
revenue from both new and legacy products in a challenging
operating environment. Global travel restrictions have
significantly hampered NSO's ability to complete anticipated sales
in the first half (H1) of 2021, and we do not expect recovery in H2
to be sufficient for revenue to meet the levels we previously
expected. The higher R&D expenses reflect NSO's decision to
increase investment in developing and launching new products in
anticipation of growth prospects as COVID-19 restrictions are
lifted. They also reflect the appreciation of the Israeli new
shekel against the U.S. dollar, since the company's R&D staff are
based in Israel. In addition, we expect NSO's lawsuit costs,
retention costs, and other nonrecurring costs to reduce but
nonetheless remain high at about $30 million."

Lower EBITDA will lead to a significant increase in adjusted
leverage in 2021.

S&P said, "Due to the sharp EBITDA decline, we now forecast
adjusted debt to EBITDA of about 7.1x-7.3x in 2021, compared with
our previous forecast of 5.3x-5.4x. This represents an increase
from 6.3x in 2020. We then expect revenue growth of 13%-15% to
result in solid recovery in 2022 as governments gradually lift
COVID-19 restrictions and travel resumes. Nevertheless, we think
NSO's adjusted debt to EBITDA, although improving, will likely
remain higher than 5x."

NSO needs to take mitigating steps to avoid or cure covenant
breaches in upcoming quarters.

S&P said, "We understand NSO is aiming to secure a covenant waiver
from its lenders. This could result in a relaxation in the
first-lien net leverage covenant to 5.25x, compared with 4.25x in
the second and third quarters (Q2 and Q3) of 2021 and 4.0x in Q4.
We estimate that NSO's covenant headroom would then be above 10%.
We think NSO's ability to secure a covenant waiver is supported by
its ample liquidity sources relative to expected liquidity
uses--including debt servicing--in 2021, and the likelihood that
NSO's net leverage will reduce significantly in 2022 as its
operating environment normalizes." If NSO is unable to secure a
waiver, this would increase the downside risk on its ratings.
Nonetheless, the company still has the flexibility to cure covenant
breaches through EBITDA equity cures. For example, it can convert
the $14 million shareholder loan that it received in 2020 into
equity, and we understand NSO has additional options to provide
equity cures. The company also has some flexibility to reduce its
cost base.

NSO's solid free operating cash flow (FOCF) prospects support the
rating.

S&P said, "We forecast that NSO's reported FOCF will improve to
about $18 million-$24 million in 2021, after about breakeven FOCF
in 2020. This is thanks to a positive working capital inflow of
about $20 million in 2021, partly driven by delayed payment
collections from customers who did not pay in 2020. We assume
strong revenue and EBITDA growth will further improve FOCF in
2022."

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

-- Health and safety. Tough global travel restrictions have
impeded the company's ability to travel abroad to fulfill and
secure new license sales.

The negative outlook indicates that we could lower our ratings if
NSO is unable to significantly improve its covenant headroom.

S&P could lower the ratings if NSO cannot improve its covenant
headroom to about 10%, either through a covenant waiver from its
lenders or through a combination of EBITDA equity cures and cost
reduction.

The downgrade could be by more than one notch if we envision a
likely uncured covenant breach within 12 months.

S&P could revise the outlook to stable if NSO improves its covenant
headroom to about 10%, significantly improves its bookings, and
delivers solid positive FOCF in line with its base case.




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

EMF-NL PRIME 2008-A: S&P Affirms 'CCC-' Rating on Class D Notes
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB (sf)', 'BB (sf)', 'B- (sf)',
'CCC (sf)', and 'CCC- (sf)' credit ratings on EMF-NL Prime 2008-A
B.V.'s class A2, A3, B, C, and D notes, respectively.

In this transaction, S&P's ratings address timely receipt of
interest and ultimate repayment of principal for all classes of
notes.

The affirmations follow S&P's full analysis of the most recent
transaction information that it has received, and they reflect the
transaction's current structural features.

In S&P's opinion, the performance of the loans in the collateral
pool has slightly improved since its previous full review. Since
then, total delinquencies have decreased to 3.8% from 5.7%.

S&P said, "After applying our global RMBS criteria, the overall
effect in our credit analysis results in a decrease in the
weighted-average foreclosure frequency (WAFF) and weighted-average
loss severity (WALS) assumptions. The decrease in our WAFF
calculations is mainly due to the decrease in arrears. Our
weighted-average loss severity (WALS) assumptions have also
decreased at all rating levels as a result of a lower
weighted-average current loan-to-value (LTV) ratio."

  WAFF And WALS Levels

  RATING LEVEL     WAFF (%)     WALS (%)
  AAA              16.09        40.19
  AA               12.13        35.12
  A                 9.94        26.01
  BBB               7.99        20.94
  BB                5.80        17.38
  B                 5.31        14.09

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

Credit enhancement levels have increased for all rated classes of
notes since our previous full review.

  Credit Enhancement Levels

  CLASS    CE (%)     CE AS OF PREVIOUS REVIEW (%)
  A2       25.5          24.7
  A3       25.5          24.7
  B        11.8          11.7
  C         1.6           2.0
  D        (8.6)         (7.8)

  CE--Credit enhancement.

Since October 2008, EMF-NL Prime 2008-A has not benefited from a
liquidity facility. The reserve fund provides the only source of
external liquidity support to the structure. However, due to an
increase in cumulative losses, the reserve fund has been fully
depleted since the October 2013 interest payment date, making the
transaction more sensitive to any potential liquidity stresses.
Given low excess spread in the transaction, the principal
deficiency ledger on the class D notes' amounts has not reduced
since our previous review and has an outstanding amount of EUR6.3
million.

S&P's conclusion on its operational, legal, and counterparty risk
analysis remains unchanged since its previous full review.

S&P said, "Our credit and cash flow analysis and the results of our
sensitivity analysis indicate that the ratings in this transaction
are sensitive to liquidity stresses because the reserve fund is
fully depleted and there is very low excess spread. The class A2
and A3 notes achieve a higher cash flow output under our standard
cash flow analysis. However, the currently assigned ratings
consider the lack of liquidity in the transaction and sensitivity
analysis results. We have therefore affirmed our 'BB (sf)' ratings
on these classes of notes.

"In our standard cash flow analysis, the class B, C, and D notes do
not pass at the 'B (sf)' stress level.

"For the class B notes, we do not expect the issuer to be dependent
upon favorable business, financial, and economic conditions to meet
its financial commitment because these notes have positive credit
enhancement, and these notes only face a minor technical interest
shortfall under a steady-state scenario. Consequently, we have
affirmed our 'B- (sf)' rating on this class of notes. However,
classes C and D continue to face shortfalls under our steady-state
scenario. Therefore, in our view, the issuer is dependent upon
favorable conditions to meet its financial commitment on the class
C and D notes. We have therefore affirmed our 'CCC (sf)' and 'CCC-
(sf)' ratings on the class C and D notes, respectively."

EMF-NL Prime 2008-A is a Dutch RMBS transaction, which closed in
May 2008 and securitizes a pool of loans secured on first-ranking
mortgages in the Netherlands.




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

KRASNOYARSK KRAI: S&P Alters Outlook on 'BB' ICR to Stable
----------------------------------------------------------
S&P Global Ratings revised its outlook on the Russian Region of
Krasnoyarsk Krai to stable from negative and affirmed its 'BB'
long-term issuer credit rating on the region.

Outlook

S&P said, "The stable outlook reflects our view that Krasnoyarsk
Krai's management will continue to post an operating surplus owing
to a tax revenue rebound and federal support in the form of
transfers. We expect the deficit after capital accounts to stay
below 5%. We also assume that the region will maintain low debt and
a liquidity buffer, tapping capital markets, banking loans, or
arranging committed facilities when needed."

Downside scenario

S&P could lower the rating on Krasnoyarsk Krai in the next 12-18
months if the region reported materially higher deficits after
capital accounts, leading to rapid debt accumulation. This could
also cause Krasnoyarsk Krai's liquidity position to deteriorate,
with the debt service coverage ratio dropping below 80%.

Upside scenario

S&P could raise the rating in the next 12-18 months if the region's
prudent debt and liquidity management resulted in liquidity
coverage improving structurally and sustainably to above 120%. A
positive rating action could also stem from a structurally stronger
budgetary performance with high operating and very modest deficit
after capital accounts (if any).

Rationale

S&P said, "Contrary to our previous base-case expectation of a 2%
deficit, Krasnoyarsk Krai delivered a minor surplus after capital
accounts in 2020. This followed a smaller-than-expected drop in tax
receipts and much higher transfers from the federal government,
which grew by over 60% from 2019 levels. Given the expected
recovery of the economy and tax revenue in 2021, coupled with the
likely continuation of federal support, we believe that downside
risks to the region's budgetary, debt, and liquidity positions have
abated. We now project that Krasnoyarsk Krai will maintain
operating surpluses above 5% of operating revenue on average in
2021-2023, while the deficit after capital accounts will remain
contained at moderate 2%-3% of total revenue. Moreover, accumulated
cash reserves will help the region finance its deficits and contain
borrowing. We expect the tax-supported debt to fluctuate around a
low 27% of consolidated operating revenue by 2024, which will
continue to support the rating."

The centralized institutional framework and the region's reliance
on cyclical industries constrain the rating

Like other Russian regions, Krasnoyarsk Krai's financial position
depends heavily on the federal government's decisions under
Russia's institutional setup, which remains unpredictable with
frequent changes to the tax mechanisms affecting the regions.
Decisions regarding regional revenue and expenditure are
centralized at the federal level, constraining the predictability
of Krasnoyarsk Krai's financial policy. Nevertheless, S&P notes
ample financial support provided to regions by the federal
government, which mitigated the COVID-19-related economic and
fiscal fallout at the subnational government level in 2020.

The region's economy benefits from large reserves of metals,
including Russia's largest volumes of nickel, cobalt, copper, and
more than 20% of its gold, as well as substantial reserves of
platinum group metals. At the same time, S&P believes the local
economy's reliance on oil and metal extraction will continue to
result in volatility of economic and budgetary performance.
Krasnoyarsk Krai's commodity-related industry is dominated by the
world's two largest companies, Norilsk Nickel and Rosneft. Both
operate in cyclical industries and together account for over 20% of
the region's revenue.

Despite inherent volatility, the commodity sector underpin
above-average per capita tax revenue levels in the region, making
it less dependent on the federal support compared with that of
peers. In addition, the region's financial management has a strong
track record of cost control, as shown in previous turbulent years
and is rather advanced in attracting external funding (bonds, bank
loans). In addition, we believe the region's management can
postpone some investment projects in response to declining revenue.
At the same time, Krasnoyarsk Krai, in line with other Russian
regions, lacks reliable long-term strategic planning and does not
have sufficient mechanisms to counterbalance volatility stemming
from the concentrated nature of its economy and tax base.

Moderate deficits, sufficient liquidity, and low debt support the
rating

S&P said, "We project Krasnoyarsk Krai will post operating
surpluses of 8% on average in 2021-2023 and modest deficits after
capital accounts, at below 5% of total revenue. Although the key
revenue source--the corporate profit tax--declined substantially in
2020 and we don't expect it to rebound to the pre-COVID-19 level in
the medium term, we expect overall tax revenue to increase modestly
on the Russian economy's anticipated quick recovery in 2021-2022.
Our base-case scenario also suggests that the region will continue
benefiting from federal support in the form of transfers in the
next three years. We believe pressure on expenditure from the
implementation of national development projects, announced by the
Russian president in 2018, to continue. Given their political
significance, we don't expect Krasnoyarsk Krai to stop any of these
federal projects. However, the region has some flexibility to cut
or postpone its own investment programs if needed, thereby avoiding
material budgetary slippages.

"In view of the projected modest deficit in 2021-2022 and need to
refinance the existing debt, we believe Krasnoyarsk Krai will
resort to market financing. We project tax-supported debt will
fluctuate around 27% of consolidated operating revenue by 2024.
Compared with that of international peers, total debt remains low.

"We anticipate that modest deficits and Krasnoyarsk Krai's
liquidity sources will allow the region to maintain sufficient
liquidity coverage in the next 12 months. As an active participant
in Russia's bond market, Krasnoyarsk Krai enjoys good access to
external liquidity, in our view. It has a proven track record of
obtaining financing in periods of tight market conditions, and
continuous federal treasury liquidity support in the form of
short-term loans. We project debt service to likely remain below a
manageable 6%-7% of operating revenue on average over our forecast
horizon.

"We believe that Krasnoyarsk Krai's contingent liabilities are low.
They include the debt and payables of the region's
government-related entities, as well as the municipal sector's
debt. The unitary enterprises and regional joint stock companies,
of which Krasnoyarsk Krai owns 25% or more, are mostly financially
healthy. The municipal sector's debt mainly consists of commercial
loans and does not represent a significant liability for the
region."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  RATINGS AFFIRMED; OUTLOOK ACTION
                            TO                FROM
  Krasnoyarsk Krai
   Issuer Credit Rating  BB/Stable/--    BB/Negative/--


NCO NETWORK: Bank of Russia Terminates Provisional Administration
-----------------------------------------------------------------
The Bank of Russia, on May 24, 2021, terminated the activity of the
provisional administration appointed to manage JSC NCO Network
Clearing House (hereinafter, the NCO).

No signs of insolvency (bankruptcy) have been established as a
result of the provisional administration-conducted inspection of
the credit institution.

The Arbitration Court of the Republic of Tatarstan, on April 29,
2021, issued a ruling on the forced liquidation of the NCO.

Marina Knutova, a member of the Association Moscow Self-regulatory
Organisation of Professional Bankruptcy Receivers, was appointed as
a liquidator.




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

HIPOCAT 11: S&P Affirms 'D' Ratings on 3 Note Classes
-----------------------------------------------------
S&P Global Ratings raised to 'A+ (sf)' from 'BBB+ (sf)' its credit
rating on Hipocat 11, Fondo de Titulizacion de Activos' class A2
notes. At the same time, S&P has affirmed its 'D (sf)' ratings on
the class B, C, and D notes.

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

"Upon expanding our global RMBS criteria to include Spanish
transactions, we placed our rating on the class A2 notes under
criteria observation. Following our review of the transaction's
performance and the application of our updated criteria for rating
Spanish RMBS transactions, the rating is no longer under criteria
observation.

"Our weighted-average foreclosure frequency (WAFF) assumptions have
decreased due to the calculation of the effective loan-to-value
(LTV) ratio (75.85%), which is based on 80% original LTV (OLTV)
ratio and 20% current LTV (CLTV) ratio. Under our previous
criteria, we used only the OLTV ratio (76.85% as of the latest
review). Our WAFF assumptions also declined because of the
transaction's decrease in arrears. In addition, our
weighted-average loss severity (WALS) assumptions have decreased
due to lower market value declines. The reduction in our WALS is
partially offset by the increase in our foreclosure cost
assumptions."

  Table 1

  Credit Analysis Results

  RATING    WAFF (%)   WALS (%)   CREDIT COVERAGE (%)
  AAA       21.74      34.50        7.50
  AA        15.24      31.24        4.76
  A         11.93      25.12        3.00
  BBB        9.31      21.85        2.03
  BB         6.41      19.55        1.25
  B          4.31      17.38        0.75

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

Loan-level arrears are low at 1.99%. Overall delinquencies remain
well below S&P's Spanish RMBS index. Cumulative defaults, defined
as loans in arrears for a period equal to or greater than 18
months, represent 25% of the closing pool balance.

S&P said, "Our analysis also considers the transaction's
sensitivity to the potential repercussions of the coronavirus
outbreak. Of the pool, 8.50% of loans are on payment holidays under
the Spanish sectorial moratorium schemes, and the proportion of
loans with either legal or sectorial payment holidays has remained
higher than the market average, which is about 5%, although it has
stabilized. In our analysis, we considered the potential effect of
this extension and the liquidity and default risk the payment
holidays could present should they become arrears in the future.

"Our operational and legal risk analyses remain unchanged since our
previous review. Therefore, the ratings assigned are not capped by
any of these criteria."

The servicer, Banco Bilbao Vizcaya Argentaria S.A. (BBVA), has a
standardized, integrated, and centralized servicing platform. It is
a servicer for many Spanish RMBS transactions.

S&P said, "Available credit enhancement has increased since our
previous review as the amortization deficit--i.e., the difference
between accrued and paid principal--has decreased to EUR67.6
million in January 2021 from EUR71.1 million in January 2020. The
reserve fund has been fully depleted since July 2009 as it was used
to provision for loans in foreclosure and in arrears over 18
months.

"We have also applied our counterparty criteria as part of our
analysis of this transaction. BBVA provides the interest rate swap
contract, which is in line with our previous counterparty criteria.
As per our revised criteria, considering the collateral
arrangement's enforceability, the maximum supported rating is 'A+',
unless we delink our ratings on the notes from those on the
counterparty. Our rating on the class A2 notes is delinked from the
swap counterparty.

"Our analysis indicates that the available credit enhancement for
the class A2 notes is commensurate with a higher rating than that
currently assigned, and these notes could withstand stresses at a
higher rating than that assigned. However, we have limited our
upgrades based on their overall credit enhancement and the current
macroeconomic environment. We have therefore raised to 'A+ (sf)'
from 'BBB+ (sf)' our rating on the class A2 notes. Our rating on
this class of notes is not capped by our sovereign risk criteria."

The class B and C notes continue to experience ongoing interest
shortfalls because of interest deferral trigger breaches and lack
of excess spread in the transaction. The class D notes, which are
not asset-backed, also has interest shortfalls due to the lack of
excess spread. S&P's ratings in Hipocat 11 address the timely
payment of interest and ultimate principal during the transaction's
life. S&P has therefore affirmed its 'D (sf)' ratings on the class
B, C, and D 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."




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

TURKISH AIRLINES: S&P Lowers Rating on 2015-1 Certs to 'B+'
-----------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Turk Hava
Yollari A.O.'s (Turkish Airlines; THY) 2015-1 certificate by one
notch to 'B+(sf)' from 'BB-(sf)'.

S&P said, "Our downgrade reflects lowered aircraft collateral
values for Turkish Airlines' 2015-1 EETCs. The collateral securing
the 2015-1 EETC series is composed of three widebody B777-300ER
aircraft with an average age of about six years. The aircraft
values have been declining since the start of the pandemic, largely
due to the sharp reduction in global passenger air travel which is
slow to recover, particularly on international routes where most
widebody aircraft are used. This leads to LTV deterioration which
has reached a level that no longer supports the current collateral
credit, and we believe this will likely persist. We generally focus
on base values for newer, widely used aircraft with good long-term
value prospects, operated by airlines that are rated at least in
the mid-speculative-grade category, and that are unlikely, in our
view, to be rejected in bankruptcy. For Turkish Airlines' 2015-1
EETCs, we mostly focused on a mixture of current market and base
values, given the airline's proximity to default as indicated by
our 'B' issuer credit rating and the wide gap (approximately 25%)
between base and current market values for the B777-300ER that form
the EETC collateral."

Environmental, social, and governance (ESG) credit factors for this
credit rating change:

-- Health and safety factors.




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

AMIGO LOANS: High Court Refuses to Approve Compensation Scheme
--------------------------------------------------------------
Nicholas Megaw at The Financial Times report that the future of
Amigo Loans, one of the UK's largest remaining subprime lenders,
was in doubt on May 25 after a high court judge refused to approve
a compensation scheme that the company said was essential to its
survival.

Amigo, which lends to people with poor credit histories if they
have a friend or family member who can guarantee their loan, was
seeking to cap its potential liabilities for historic customer
complaints through a so-called scheme of arrangement, the FT
discloses.

The company has been hit by snowballing numbers of customer
complaints, exacerbated by the coronavirus pandemic that forced it
to halt new lending, the FT relates.  Gary Jennison, chief
executive, said in court last week that the group would go into
insolvency and its shares would be "worthless" if the scheme was
not sanctioned, the FT recounts.

According to the FT, about 75,000 former Amigo customers voted in
favour of the proposals, but the Financial Conduct Authority said
they unfairly benefited shareholders at the expense of customers,
who would have given up about 90% of the value of their claims
against the company.

The FCA, which argued that Amigo's customers lacked the financial
literacy to make an informed decision about whether to support the
scheme, suggested alternatives such as a debt-for-equity swap, the
FT states.

It said in response to the ruling on May 25 that "the FCA believes
that Amigo can propose a fairer scheme", the FT notes.

High Court justice Robert Miles agreed with the regulator that
Amigo had not given enough information, and dismissed the company's
assertion that rejecting the scheme would lead to imminent
insolvency, the FT discloses.

"Some form of restructuring of the group is clearly desirable and
indeed needed. But the question is whether, in all the
circumstances, this scheme should be approved," he wrote.

Mr. Jennison, as cited by the FT, said: "We are currently reviewing
all our options and will provide an update at the earliest
opportunity."

Amigo grew rapidly following the 2008 financial crisis and was
valued as high as GBP1.4 billion shortly after it joined the stock
market a decade later, but its shares have crashed since regulators
raised concerns about its lending practices in 2019, the FT relays.
On May 25, shares in the company tumbled a further 51%, valuing it
at less than GBP42 million, the FT notes.


ELYSIUM HEALTHCARE 2: S&P Alters Outlook on 'B' ICR to Stable
-------------------------------------------------------------
S&P Global Ratings revised its outlook on mental health care
provider Elysium Healthcare Holdings 2 (Elysium) to stable from
negative and affirmed its 'B' long-term issuer credit rating on
Elysium and the 'B' rating on its debt, including the GBP50 million
add-on to the term loan B. The recovery rating is unchanged at '3',
with expected recovery at 55%.

The stable outlook reflects S&P's view that Elysium will continue
to integrate value-accretive acquisitions while maintaining high
occupancy rates and controlled labor expense, such that cash-paying
leverage approaches 7x in the next 12 months.

Elysium's market-leading position, concentration in high-acuity
services, and partnership with the NHS will remain fundamental for
growth in the next 12-24 months. The company will continue focusing
on growth opportunities that secure funding through further
collaboration with the NHS to fill service gaps in those areas
where high-acuity needs are not catered for. S&P notes that the NHS
has reduced the supply of beds over the last 10 years, making the
need for independent operators essential. Elysium is uniquely
positioned as a market leader with an established reputation that
will allow the company to take advantage of the bed shortage to
grow capacity and market value, reaping the benefits of further
organic growth through site extension. Elysium has increased the
number of its available beds and occupancy rates have risen to
about 90% in 2020 from 85% in 2017. S&P expects this trend to
continue with occupancy of about 90%-95% and revenue increasing by
around 10%-15% (to GBP365 million-GBP370 million) in 2021 and by
about 8.0%-8.5% (to GBP400 million) in 2022.

Value-accretive investments and lean cost management will continue
to drive EBITDA and enable further deleveraging in 2021 and 2022.We
believe Elysium will start benefiting from past development of
sites and EBITDA-accretive investments in the future, which will be
key for deleveraging. Elysium is seeking investment opportunities
in the form of block contracts that warrant secured funding from
the start.

S&P said, "We anticipate the NHS will also continue to provide
support by covering COVID-19-related costs during 2021 and we
continue to think Elysium will benefit from higher retention of
staff and lower agency costs, as it did in 2020, which will benefit
EBITDA generation. Agency costs during 2020 decreased by about 11%
and we expect them to further decrease in 2021 as the company
focuses on optimizing staff expense, retaining higher permanent
staff, recruitment, and reducing agency spent. We expect S&P Global
Ratings-adjusted EBITDA for 2021 to be about GBP60 million-GBP65
million, rising to GBP70 million-GBP75 million in 2022."

The company plans to raise additional debt to reset its RCF,
limiting headroom for deviation. Elysium plans to raise GBP50
million of term loan B from existing lenders that it will use to
repay its RCF, which it drew down to pay for bolt-on acquisitions.
The increase in debt will limit headroom for operational
underperformance. S&P said, "We estimate adjusted debt will amount
to GBP590 million, which includes around GBP415 million of
long-term debt (including about GBP100 million of shareholder loan
notes) and about GBP175 million of operating and financing leases.
We estimate S&P Global Ratings-adjusted debt-to-EBITDA (excluding
noncommon equity) of 7.5x-8.0x decreasing to about 6.5x-7.0x."

S&P said, "We forecast Elysium will generate about GBP20
million-GBP25 million free operating cash flow (FOCF) in the next
24 months, thanks to increased profitability and focus on
purpose-built sites that require less capital expenditure (capex).
Given the company's strategic focus on investments with secured
funding and support from the NHS, we have reviewed our expectation
for capex starting in 2022 that will lead to solid FOCF generation.
We also note a favorable working capital cycle with funding
provided within 15 days by the NHS (Elysium's main client) and 30
days by other payor groups, which supports cash generation. Our
estimate for FOCF (after lease payments) will increase from GBP0
million-GBP5 million in 2021 to about GBP20 million-GBP25 million
in 2022.

"The stable outlook reflects our view that Elysium will
successfully ramp-up site developments, increasing occupancy levels
while working closely with the NHS, local authorities, and
commissioning groups (CCGs) to provide quality complex care. In our
base case we assume Elysium will deliver efficiency gains by
monitoring its central costs and maintaining its staff costs in
line with top-line growth. We forecast the company will record
adjusted EBITDA margins of 17%-18% over the next 12-24 months while
generating modest FOCF of GBP10 million. We also expect the company
to record a fixed-charge coverage ratio above 2x over the next
12-18 months."

S&P could take a negative rating action on Elysium over the next
12-18 months if it observes an increase in debt-funded mergers and
acquisitions or a deterioration of performance driven by the
inability to contract volumes and increase occupancy rates in the
existing sites or in the case of higher-than-expected development
costs, such that the following circumstances materialize:

-- The company's profitability does not allow the business
capacity to deleverage significantly from S&P Global
Ratings-adjusted leverage at the starting level of 7.5x with the
group's fixed-charge coverage ratio approaching 1.5x in the next
12-18 months.

-- FOCF is persistently negative, leaving the company with a
limited cash cushion that impedes its ability to handle unforeseen
events.

S&P could consider raising the rating if it observes a significant
improvement in profitability, translating into a S&P Global
Ratings-adjusted debt-to-EBITDA ratio sustainably below 5x with a
sustained, healthy fixed-charge above 3x, given the existing
average cost of debt. This would most likely happen if the company
commits to moderate expansionary growth plans with any further
acquisitions and extraordinary capex funded from internally
generated cash flows.


LIBERTY STEEL: Nationalization Least Likely Option, UK Gov't. Says
------------------------------------------------------------------
BBC News reports that nationalization is the least likely option to
keep Liberty Steel afloat and save thousands of jobs, according to
the government.

Business Secretary Kwasi Kwarteng said the UK steel mills that are
up for sale are "good assets", which are likely to find buyers, BBC
relates.

He added that the current owner, Sanjeev Gupta's GFG Alliance, is
in the process of refinancing, BBC notes.

GFG fell into difficulty in March when its main backer, Greensill,
collapsed, BBC recounts.

According to BBC, taking the steel mills into state ownership was
one measure thought to be under consideration, with the government
under pressure to do whatever it takes to save the jobs.

When asked by MPs on business select committee whether Liberty
Steel plants in the UK are viable, Mr. Kwarteng, as cited by BBC,
said there's a "healthy interest" in buying the assets.

"The assets fundamentally are good assets, the workforce is skilled
and dedicated, the managers of the plant are very experienced," BBC
quotes Mr. Kwarteng as saying.

"The issue that Liberty had . . . was to do with financial
engineering, the opaque bit if you like, of GFG.  The leverage, the
finance, the debt that they'd incurred.  All of that was what I
think put a lot of pressure on those businesses," he said.

On May 24, Liberty Steel said it would be sell its specialist steel
plant in Stocksbridge as part of a restructuring plan, BBC relays.

The sale is set to include Stocksbridge's mill at Brinsworth, and
Performance Steels at West Bromwich, BBC notes.

Mr. Gupta has been struggling to finance his UK businesses.

There are about 3,000 staff directly employed at Liberty's UK
sites, which include Rotherham, Motherwell and Newport, and a
further 2,000 jobs at GFG Alliance in the UK.

Asked what support the government was considering for the steel
sites, Mr. Kwarteng said he was looking at all options, BBC notes.

"Nationalization is an extreme occurrence which is unlikely to
happen, frankly, and my view has been vindicated by the fact that
the assets are for sale.

"There's considerable interest in the assets and Mr Gupta, contrary
to a lot of people's beliefs, actually got the thing refinanced . .
. .  We've got to take him at his word and see if he can refinance
the assets and I'm glad to say that he's doing that."

"At the time, there was a plea to nationalise, to intervene, to
sign tax payers money over to him. And I resisted that.  I wanted
to see it play out, and it is playing out."

"I don't rule anything in or out, but nationalization, of all the
options, is the least likely," Mr. Kwarteng said.


LIBERTY STEEL: Transferred Taxpayer Loan to Scottish Plant
----------------------------------------------------------
Michael Pooler and Sylvia Pfeifer at The Financial Times report
that Sanjeev Gupta's UK steel business transferred a portion of a
GBP7 million taxpayer loan given to a struggling Scottish plant to
elsewhere in the industrialist's empire, according to people
familiar with the matter.

The devolved Scottish administration lent the money in 2017 to the
Dalzell plate mill in Motherwell, which Mr. Gupta's Liberty Steel,
the UK's third-largest steelmaker, had acquired for a nominal sum
the year before and recently reopened, the FT discloses.

Just over GBP2 million of the funds were then allocated for
"intercompany loans", according to an internal Liberty document
seen by the FT.

Liberty Steel Dalzell sent funds to elsewhere in GFG Alliance, the
loose conglomerate of companies owned by Gupta and his family, the
people, as cited by the FT, said, even as the Scottish plant
struggled for cash after reopening.

Dalzell and its nearby sister plant, Clydebridge, are Scotland's
last two major steelworks and together employ about 140 people.
During the Covid-19 pandemic, Liberty's Dalzell unit stopped making
interest payments on the GBP7 million loan.

Mr. Gupta, the FT says, is now battling to secure new financing for
his empire after Greensill Capital, its main lender, collapsed into
administration in March.

UK business secretary Kwasi Kwarteng said last month that the
government would wait and see if Gupta could refinance his UK
operations before deciding whether to step in, the FT recounts.
Liberty Steel has about 3,000 employees.

The government previously rejected Mr. Gupta's plea for a GBP170
million bailout, citing fears the money could be sent abroad, the
FT relays.

Efforts to secure fresh funding were complicated earlier this month
after the UK's Serious Fraud Office said it had started an
investigation into suspected fraud and money laundering at GFG, the
FT notes.  GFG has denied wrongdoing and said it would co-operate
with the probe, the FT states.


NEW LOOK: Landlords Can Appeal Ruling in CVA Legal Challenge
------------------------------------------------------------
Doug Robertson, Esq. -- doug.robertson@irwinmitchell.com --
Restructuring & Insolvency partner at law firm Irwin Mitchell,
disclosed that landlords on May 10 lost their legal challenge at
first instance against fashion retailer New Look's use of a company
voluntary arrangement (CVA) it put in place to help it restructure
its business.

The landlords argued several points of challenge in their original
application, most importantly from a legal and commercial
perspective that CVA jurisdiction does not extend to complex,
differential arrangements.

Permission to appeal

Permission to appeal the decision was granted in a consequential
hearing on May 14.  The second to fourth applicants (the Trafford
Centre Limited, LX Bracknell Limited and 10 others, Fort Kinnaird
Nominee Limited and 20 others) sought and were granted permission
to appeal against the court's rejection of (i) their jurisdictional
challenge; and (ii) their case that the CVA was unfairly
prejudicial.

The particular points of argument are broken down as follows:

Jurisdiction

1. The scope of section 1(1) Insolvency Act 1986: whether CVA can,
as a matter of jurisdiction, encompass different deals with
different groups of creditors: the judge erred in rejecting the
case that a proposal for a CVA can only constitute a "composition"
or an "arrangement" if all of the creditors are able to consult
together with a view to their common interest.

2. "Give and take": there was no, or no sufficient "given and take"
between the Company and: (i) the Compromised Landlords, (ii) the
Ordinary Unsecured Creditors and (iii) the SSN Holders. In
particular, the Judge wrongly equated "give and take" with the
vertical comparison rather than analysing the modifications of the
creditors' contractual rights under the proposed arrangement.
Additionally, reference should not have been had to the parallel
scheme to establish the "give" of the SSN Holders.

Unfair prejudice

3. Vote swamping and inherent unfairness: whether a threshold vote
achieved by a self-interested majority of creditors is inherently
unfair: the court should have held that a CVA is unfairly
prejudicial to impaired creditors whenever the requisite 75%
majority is achieved with the votes of unimpaired or differently
treated creditors.

4. Vote swamping and the SSN Holders: if ground 3 is unsuccessful
then in any event, the court erred in concluding that vote swamping
by the SSN Holders was not unfairly prejudicial to Compromised
Landlords.  The court's conclusion that SSN Holders, voting in
respect of the unsecured part of their debts, form part of the same
class as Compromised Landlords is not correct, given the future
equity interests of SSN Holders conferred under the parallel
Scheme.

5. Rent reductions: reductions in future rent are inherently unfair
while a tenant is permitted to remain in occupation.

6. Rent reductions on the facts: if ground 5 is unsuccessful then
in any event termination rights granted to Compromised Landlords do
not mitigate unfairness because they do not place such landlords in
the same position as in the relevant comparator.

Comment

Doug Robertson, Restructuring & Insolvency partner at law firm
Irwin Mitchell, said:

"The legal issues in question have wide ranging commercial
implications, and many, especially the landlord community, will be
encouraged that the first instance decision is not the final
word."

Regis

At the time of writing, the decision in Regis (Carraway Guildford
(Nominee A) Limited and Others v Regis UK Limited and Others, No.
8276 of 2018) is due to be handed down at 10am on the morning of
May 17.  Regis was heard by the same judge and covered many of the
same issues (absent jurisdiction, the late addition of which was
denied), with a detailed consideration of disclosure expected.

"The legal issues in question have wide ranging commercial
implications, and many, especially the landlord community, will be
encouraged that the first instance decision is not the final
word."


REGIS UK: Court Refuses to Revoke Company Voluntary Arrangement
---------------------------------------------------------------
Amy Flavell, Esq. -- amy.flavell@pinsentmasons.com -- of Pinsent
Mansons, disclosed that the High Court in London has ruled against
landlords seeking the repayment of fees against the nominees of a
company voluntary arrangement (CVA) for salon and beauty business
Regis UK.

The court did rule to revoke the CVA for Regis on the basis that
the arrangement's treatment of one creditor was unfairly
prejudicial to the landlords.  However, since the CVA was
previously terminated in late 2019 and the court rejected the
landlords' other arguments against the CVA, the revocation finding
will have no practical effect.

   * For the same reasons as the decision in the case of New Look,
the challenges to the CVA against the company failed on the
majority of grounds advanced.

   * The landlords did obtain a ruling of unfair prejudice on one
discrete ground, with an order revoking the CVA against the
company.

   * No orders were made against the former nominee/supervisors in
relation to the claim for repayment of fees despite a finding of
breach of duty on one ground.

   * Carraway Guildford (Nominee A) Ltd and others v Regis UK Ltd
(in administration), Williams and another [2021] EWHC [1294] (Ch)

The landlords' challenge in the case of the Regis CVA was heard
before the challenge to the New Look CVA, which was made by the
same applicants. Both cases were heard by Mr Justice Zacaroli
during March 2021.

Background

The applicants in the Regis CVA challenge were landlords of various
properties where Regis UK Limited (in administration) operated its
salon and beauty business under the Regis and Supercuts brands.
Regis entered into a CVA in October 2018.  The landlords raised a
challenge against this in November 2018.  The challenge raised was
against both Regis and the nominees/supervisors of its CVA on the
grounds that it caused unfair prejudice and material irregularity
under section 6(1) of the 1986 Insolvency Act.  A secondary claim
was advanced against the nominees/supervisors for repayment of
their fees.

The nominees/supervisors had consistently maintained that the claim
against them had no utility in light of the termination of the CVA
following the company's administration and in light of the limited
orders that were sought against them.  The question of utility was
raised in a strike out application at the time of the
administration of the company and again at trial.

Grounds of challenge

The landlords' case against the CVA was based on two grounds of
challenge: material irregularity and unfair prejudice.  Other
jurisdictional issues and grounds of challenge that were advanced
in a recent case involving New look were excluded in this case
after the landlords unsuccessfully applied to include them at an
earlier stage.  The landlords argued that if any of the grounds
were successful then the nominees/supervisors had breached their
duties in recommending the proposal to creditors, and so should be
obliged to repay their fees because of the breach.

Material irregularity grounds

The landlords claimed that there was material irregularity in the
way in which the CVA was approved for the following reasons:

   * an unpopular discount on landlord votes, common to retail
CVAs, of 75% was applied to their claims at the creditors' meeting
to approve the arrangement;

   * the CVA proposal suggested that if the CVA was not approved
the consequence would be a shut down of the business and compared
outcomes for creditors on the CVA to those of a shut down.  The
applicants said that the comparison should have been made against a
sale of the business either by way of a pre-pack or following a
period of trading -- the court heard evidence from two insolvency
experts on this point;

   * there was not enough disclosure of the history of Regis and
various transactions the business had entered into in the years
prior to the launch of the CVA; and

   * certain creditors should not have been allowed to vote at the
meeting as their debts were not valid and the statement of affairs
and estimated outcome statements were inaccurate in this respect.

Unfair prejudice grounds

The landlords argued that the CVA was unfairly prejudicial to them
on a wide range of grounds. In essence, those arguments centred on
claims that:

   * the modifications to a number of lease terms including the
reduction of future rent, the period over which those reductions
were made and other ancillary terms were unfairly prejudicial. The
landlords disputed whether this was mitigated by a right of
termination and a profit share fund; and

   * it treated two particular creditors as critical, with their
debts unimpaired and the differential treatment was not justified.

The judgment

The Court acknowledged that there was very little utility in the
application, that the only possible utility was to answer the
question of whether the CVA should be revoked and to determine the
theoretical question of whether the nominees should be ordered to
repay fees.  The lack of utility was said to be a highly relevant
factor in considering the arguments.

Adopting the same reasoning as in the case of New Look, every
ground of challenge was rejected by the High Court, save for the
argument raised around the treatment of one creditor as critical.

The grounds for material irregularity were rejected either on the
basis that there was no irregularity, or that any possible
irregularity was not material.  It was determined that the correct
comparator to a CVA was a shut down administration -- the evidence
of the nominees' expert was preferred in this respect. The court
considered that it was not appropriate to determine the validity of
debts identified in the statement of affairs and estimated outcome
statement given that those creditors were not represented.

The numerous grounds for unfair prejudice relating to modifications
to leases were rejected on the basis that a termination right was
offered which provided for a better outcome during the termination
notice period than the CVA alternative. The court considered that
this was an answer to the arguments of unfair prejudice, similar to
in the New Look decision.

Applying a long-established test of fairness, the court considered
whether the treatment of two creditors as critical creditors whilst
others were impaired was justified.  In the first case, it
considered that the treatment was justified and in the second that
it was not, speculating that the parent company would be supported
by its ultimate shareholder who stood to gain from the CVA.  As
such, the CVA was deemed unfairly prejudicial to landlords by
treating one creditor as critical.

The court then considered whether the nominee had breached its
duties by recommending the proposal to creditors when the treatment
of one party as a critical creditor was unfairly prejudicial.  It
was decided that, in this one limited respect, the nominee had
breached its duty, however the court went on to decide that it was
not appropriate, in the absence of bad faith or fraud which were
not suggested in this case, to make an order against the nominees
to repay fees.  In respect of the company, the CVA was revoked.



                           *********


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,
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.

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

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