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

                          E U R O P E

          Tuesday, June 1, 2021, Vol. 22, No. 103

                           Headlines



F R A N C E

ELECTRICITE DE FRANCE: S&P Rates Social Hybrid Bond 'BB-'


G E O R G I A

GEORGIAN RAILWAY: S&P Rates New Senior Unsecured Notes 'B+'


G E R M A N Y

WIRECARD AG: Deutsche Bank May Drop EY as Auditor After Scandal
WIRECARD AG: Scandal Prompts EU Financial Reporting Reform


I R E L A N D

FAIR OAKS II: S&P Assigns Prelim. B- Rating on Class F Notes
FLUTTER ENTERTAINMENT: S&P Affirms 'BB+' ICR, Outlook Stable


I T A L Y

ATLANTIA SPA: 87% of Investors Back Sale to Autostrade


K A Z A K H S T A N

HALYK BANK: S&P Affirms 'BB/B' ICRs on High Operating Resilience


R U S S I A

GEOPROMINING INVESTMENT: S&P Affirms 'B+' ICR, Outlook Negative


S E R B I A

MARERA INVESTMENT: S&P Assigns 'B-' ICR, Outlook Stable


S P A I N

AUTOVIA DE LA MANCHA: S&P Affirms 'BB+' Rating on Sr. Secured Debt
HIPOCAT 10: S&P Affirms 'D' Rating on 3 Note Classes
HIPOCAT 9: S&P Raises Rating on Class D Notes to 'BB'
IM PASTOR 3: S&P Affirms 'B-' Rating on Class A Notes


S W I T Z E R L A N D

KONGSBERG AUTOMOTIVE: S&P Alters Outlook on 'B-' ICR to Positive


U N I T E D   K I N G D O M

INEOS: S&P Alters Outlook to Stable & Affirms 'BB' ICR
PUMPFIELDS REGENERATION: Council Raises Concerns Over Directors
STRATTON MORTGAGE 2021-3: S&P Gives Prelim BB Rating on Cl. F Notes
TRANSPORT FOR LONDON: Nears GBP1-Bil. Rescue Deal with Ministers
[*] UK: Water Retailers Face Collapse Due to Unpaid Water Bills


                           - - - - -


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F R A N C E
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ELECTRICITE DE FRANCE: S&P Rates Social Hybrid Bond 'BB-'
---------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issue rating to the
proposed perpetual, optionally deferrable, and junior subordinated
hybrid capital security to be issued by Electricite de France S.A.
(EDF) (BBB+/Stable/A-2). The hybrid amount remains subject to
market conditions, but we understand it will be about EUR1
billion.

S&P understands that EDF expects the call option on its EUR267
million hybrid issued in 2014 will be exercised as per the call
date in January 2022, and as a result it no longer assesses this
tranche as having equity content. As a result, the transaction will
increase the group's hybrid stock by at least EUR730 million to a
total of about EUR12 billion (9.0%-9.5% of its total S&P Global
Ratings-adjusted capitalization). At year-end 2020, the group had a
stock of outstanding hybrids of about EUR11.3 billion. S&P believes
EDF remains committed to maintaining the upward available hybrid
capital layer in its capital structure.

The group intends to use the proceeds of the new security to fund
eligible projects under the recently released EDF Social Bond
Framework. However, S&P notes that the failure of EDF to implement
such projects according to schedule will not constitute an event of
default under the notes, and it will not trigger any form of
penalty. As a result, the social bond's denomination is neutral to
our assessment of EDF's creditworthiness.

S&P said, "We consider the proposed security as having intermediate
equity content until its first reset date, which we understand will
fall no earlier than seven years from issuance. During this period,
the security meets our criteria in terms of ability to absorb
losses or conserve cash if needed.

"We derive our 'BB-' issue rating on the proposed security by
notching down from our 'bb+' stand-alone credit profile on EDF
instead of our 'BBB+' long-term issuer credit rating on the group.
This is mainly because we do not think the French government will
support this instrument in the case of financial stress." As per
our methodology, the two-notch differential reflects:

-- A one-notch deduction for subordination because the rating on
EDF is above 'BBB-'; and

-- An additional one-notch deduction to reflect payment
flexibility. The deferral of interest is optional.

S&P said, "The number of downward notches applied to the proposed
security reflects our view that EDF is relatively unlikely to defer
interest. Should our view change, we may deduct additional notches
to derive the issue rating. Furthermore, to capture our view of the
intermediate equity content of the proposed security, we allocate
50% of the related payments on the security as a fixed charge and
50% as equivalent to a common dividend, in line with our hybrid
capital criteria. The 50% treatment of principal and accrued
interest also applies to our adjustment of debt."

EDF can redeem the security for cash on any date in the 180 days
immediately prior to the first reset date, then on every interest
payment date. S&P said, "Although the instrument is long dated, it
can be called at any time for events that we consider external or
remote (change in tax, accounting, rating, or a substantial
repurchase event). In our view, the statement of intent, combined
with EDF's commitment to reduce leverage, mitigates EDF's ability
to repurchase the security on the open market. In addition, EDF has
the ability to call the instrument any time prior to the first call
date at a make-whole premium ("make-whole redemption margin"). EDF
has stated that it has no intention to redeem the instrument during
this make-whole period, and in our view the inclusion of this type
of clause does not create an expectation that the issue will be
redeemed during the make-whole period. Accordingly, we do not view
it as a call feature in our hybrid analysis, even if it is referred
to as a make-whole call clause in the hybrid documentation."

S&P said, "We also understand that the interest to be paid on the
proposed security will increase by 25 basis points (bps) five years
after the first reset date, then by an additional 75 bps at the
second step-up 20 years after the first reset date. We view any
step-up above 25 bps as presenting an economic incentive to redeem
the instrument, and therefore treat the date of the second step-up
as the instrument's effective maturity."

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

S&P said, "In our view, EDF's option to defer payment on the
proposed security is discretionary. This means that EDF may elect
not to pay accrued interest on an interest payment date, because
this would not be considered an event of default. However, any
outstanding deferred interest payment will have to be settled in
cash if EDF declares or pays an equity dividend or interest on
equally ranking securities, or if it redeems or repurchases shares
or equally ranking securities. We see this as a negative factor.
That said, this condition remains acceptable under our methodology,
because once EDF has settled the deferred amount, it can still
choose to defer on the next interest payment date."

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

The proposed security and coupons are intended to constitute EDF's
direct, unsecured, and subordinated obligations, ranking senior to
their common shares. They will rank pari passu with all outstanding
hybrids.




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G E O R G I A
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GEORGIAN RAILWAY: S&P Rates New Senior Unsecured Notes 'B+'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issue rating to the
U.S. dollar-denominated senior unsecured bond to be issued by
Georgian Railway JSC (B+/Negative/B).

Georgian Railway intends to use the net proceeds of the issue to
refinance the existing $500 million 2022 notes through a tender
offer with exit consent and to finance the company's infrastructure
projects. The company intends to fund any additional amounts
required in respect of the tender offer and redemption of the 2022
notes from its internal cash flow. An amount equal to the net
proceeds of the new notes will be used to finance or refinance one
or more "Eligible Projects" as further described in the company's
"Green Bond Framework." In our view, the proposed issuance will
improve the company's debt maturity profile and support its
liquidity position.

S&P aligns the rating on the issue with the long-term issuer credit
rating because the bond will not be structurally or contractually
subordinated to any other debt instrument after the refinancing of
outstanding debt.




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

WIRECARD AG: Deutsche Bank May Drop EY as Auditor After Scandal
---------------------------------------------------------------
Olaf Storbeck at The Financial Times reports that Deutsche Bank may
drop EY as its auditor after the Wirecard scandal left the Big Four
firm under investigation and battling to restore its reputation.

In an unusual move, Germany's biggest lender is inviting firms to
compete for its 2022 audit just two years after hiring EY to
replace KPMG, which had vetted the bank's books for more than 60
years, the FT discloses.

Deutsche's chair Paul Achleitner told shareholders at the bank's
annual meeting on May 24 that the lender wants "to keep all its
options open" regarding EY given the "future uncertainties", the FT
relates.  He added that opening up the tender for its 2022 audit
was a precautionary step.

Nonetheless, the decision is a blow for EY, which completed its
first audit for the bank only this year, the FT notes.  The firm
has been under siege since Wirecard collapsed last June in one of
Europe's largest accounting frauds of recent decades, the FT
recounts.

After the implosion of Wirecard, which received a decade of
unqualified audits from EY, the accountancy firm has lost several
high-profile clients including Deutsche Telekom, Deutsche Bank's
asset manager arm DWS, as well as Frankfurt-based lenders
Commerzbank and KfW, the FT states.

According to the FT, the three financial services companies all
lost hundreds of millions of euros in the Wirecard debacle and have
indicated they may take EY to court.  Deutsche Bank's losses stand
at EUR18 million as the lender hedged most of its Wirecard
exposure, the FT relays.


WIRECARD AG: Scandal Prompts EU Financial Reporting Reform
----------------------------------------------------------
Huw Jones at Reuters reports that the European Union will apply
lessons from the Wirecard scandal by proposing stricter rules next
year for company financial reporting and auditors, its financial
services chief said.

The payments company collapsed in 2020 in Germany's biggest
post-war fraud scandal after auditor EY could not confirm the
existence of EUR1.9 billion (US$2.32 billion) in cash balances,
Reuters relates.

"Wirecard is a wake-up call. Wirecard told and sold a great story
that wasn't true," Reuters quotes Mairead McGuinness as saying in a
speech to the European Policy Centre on May 27.

"More and more board members should think twice if they are going
to sit on a board and look at their wider responsibilities rather
than just looking internally at the bottom line," she said.

Ms. McGuinness will launch a public consultation after the summer
looking at company audit committees, the outside auditors who sign
off on financial figures companies publish and the regulators who
supervise them, Reuters discloses.

It will examine whether responsibilities of company board members
to provide accurate financial reports are defined clearly enough,
Reuters states.

The consultation will reflect on how to improve the role of company
audit committees and whether they should be mandatory, Reuters
discloses.

Ms. McGuinness said supervisors for auditors across the EU had
found problems with internal quality control systems, Reuters
notes.

EU securities watchdog ESMA criticized German regulator BaFin last
year for deficiencies in its handling of Wirecard, and suggested
stronger cooperation between national and EU-level audit
regulators, Reuters recounts.

The EU brought in rules for the audit market in 2016 that require
companies to change auditors every few years and imposed a cap on
non-audit services, but there are national variations, Reuters
relays.




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I R E L A N D
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FAIR OAKS II: S&P Assigns Prelim. B- Rating on Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Fair Oaks
Loan Funding II DAC's class X to F European cash flow CLO reset
notes. At closing, the issuer will not issue additional unrated
subordinated notes in addition to the EUR47 million of existing
unrated subordinated notes.

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

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

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

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

-- The transaction's legal structure, which S&P 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 weighted-average rating factor            2,782.54
  Default rate dispersion                         503.30
  Weighted-average life (years)                     5.17
  Obligor diversity measure                        96.35
  Industry diversity measure                       19.84
  Regional diversity measure                        1.31

  Transaction Key Metrics
                                                 CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                 'B'
  'CCC' category rated assets (%)                   1.71
  Modeled 'AAA' weighted-average recovery (%)      34.60
  Modeled weighted-average spread (%)               3.40
  Modeled weighted-average coupon (%)               4.00

At closing, the portfolio will be well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. S&P said, "Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow collateralized debt obligations
(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 EUR350 million
performing pool balance, the covenanted weighted-average spread
(3.40%), the reference weighted-average coupon (4.00%), and the
covenant weighted-average recovery rates for all ratings 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 B-R,
C-R, and D-R 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 ratings assigned to 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 preliminary '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 26.52%
(for a portfolio with a weighted-average life of 5.17 years),
versus if we were to consider a long-term sustainable default rate
of 3.1% for 5.17 years, which would result in a target default rate
of 16.03%.

-- S&P also noted that the actual portfolio is generating higher
spreads and recoveries versus the covenanted thresholds that it has
modelled in its 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
preliminary 'B- (sf)' rating assigned.

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

"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
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 our preliminary ratings
are commensurate with the available credit enhancement for each
class of notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-R to E-R
notes to five hypothetical scenarios. The results shown in the
chart below are based on the covenanted weighted-average spread,
coupon, and recoveries.
"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 acknowledges a high degree of uncertainty about
the rate of spread and peak of the coronavirus outbreak. S&P said,
"Some government authorities estimate the pandemic will peak about
midyear, and we are using this assumption in assessing the economic
and credit implications. We believe the measures adopted to contain
COVID-19 have pushed the global economy into recession. As the
situation evolves, we will update our assumptions and estimates
accordingly."

Environmental, social, and governance (ESG) credit factors

S&P regards the exposure to ESG credit factors in the transaction
as being broadly in line with its 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:
coal and fossil fuels, hazardous chemicals, pesticides,
controversial weapons, pornography, tobacco, predatory or payday
lending activities, and weapons and firearms. Accordingly, since
the exclusion of assets from these industries does not result in
material differences between the transaction and S&P's 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   PRELIM.   PRELIM. AMOUNT   INTEREST    CREDIT  
          RATING     (MIL. EUR)      RATE (%)    ENHANCEMENT (%)
  
  X       AAA (sf)       1.00        3mE + 0.30    
  A-R     AAA (sf)     213.50        3mE + 0.88    39.00
  B-R     AA (sf)       37.60        3mE + 1.50    28.26
  C-R     A (sf)        21.00        3mE + 2.00    22.26
  D-R     BBB (sf)      24.50        3mE + 3.05    15.26
  E-R     BB- (sf)      19.30        3mE + 5.91     9,74
  F       B- (sf)        8.70        3mE + 8.30     7.26
  Sub     NR            47.00        N/A             N/A

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


FLUTTER ENTERTAINMENT: S&P Affirms 'BB+' ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on
Ireland-based gaming group Flutter Entertainment PLC (Flutter), its
'BBB-' issue rating on the senior secured debt, and its 'BB-'
rating on the unsecured debt.

S&P said, "The stable outlook reflects our expectation of a
normalization in online demand over the next 12 months,
recommendations for regulatory changes in the U.K. likely to not
substantially affect earnings beyond our base case, and progress
toward resolution of the Kentucky litigation case, consistent with
the expectation of any amount ultimately paid being a limited
portion of the reinstated judgment. We forecast free cash
generation will be mostly used for debt redemption, resulting in
deleveraging from the adjusted debt to EBITDA of just above 3.0x in
2021.

"We expect moderating earnings and cash generation following strong
demand for online offers during the pandemic.

"Excluding substantial acquisition and integration costs in light
of the merger with The Stars Group (TSG) in 2020, Flutter showed an
increase in pro forma adjusted EBITDA of about 16%. This was
supported by strong demand for the group's online products during
the pandemic, which we do not expect to continue at the same rate.
We forecast Flutter's group growth will revert to a more normalized
level while integration costs will decline. However, we also note
the group is facing increasing gaming taxes in Germany and losses
are likely within the strong U.S. Fanduel sports-betting business,
resulting in softening in EBITDA in 2021. Following the
legalization of online betting in several U.S. states, the U.S.
subsidiary Fanduel is spending more on marketing and promotion to
attract players and we expect EBITDA losses will increase even
though sales are likely to increase by about 50%-100% this year,
from the £695 million last year."

Strong underlying business fundamentals position the group well
among European gaming companies.

S&P said, "Since over 90% of group EBITDA is generated in online
gaming and sports betting, we expect Flutter to have a stronger
long-term growth trajectory compared with land-based business. This
is further supported by strong brands such as PokerStars, which
operates globally, several regionally strong brands, and the
group's presence outside Europe with key operations in Australia
and the U.S. This is also assisted by increasing legalization of
online offers that were not previously legal in some jurisdictions,
such as a growing number of U.S. states and Germany, resulting in
an increasing market. In this respect, we note the large potential
of the U.S. market, where Flutter is operating in 10 states so far,
with further roll out expected." However, the strong growth in the
U.S. results in low profitability of Flutter compared with gaming
operators who do not have a material presence in the U.S. for the
time being, with just below 20% adjusted EBITDA margin as the group
is spending on promotions and marketing to attract U.S. players.

Regulatory risks cloud visibility around otherwise increasing
earnings and cash generation from 2022.

S&P said, "We believe that the online segment will structurally
show better sales growth than land-based gaming or betting
businesses also supported by further legalizations of the online
channel and changing player habits. At the same time, we see that
strengthening regulatory restrictions and increasing taxes are
clouding earnings visibility for all operators in the gaming
industry." For instance, the U.K. regulator is contemplating
restrictions on maximum bets per game for online players, similar
to the ones imposed on land-based playing already. Therefore,
earnings for Flutter's U.K. and Ireland segment that amounted to
about 50% of group EBITDA in 2020 could be affected beyond our base
case, depending on the scope of final recommendations and
implementation. The precise financial impact from possible
regulatory measures remains uncertain at this stage.

The outstanding Kentucky litigation judgment of US$ 1.37 billion is
significant relative to the group's earnings

In December 2020, the state supreme court of Kentucky reinstated a
2015 damage award against two TSG entities (now owned by Flutter)
in proceedings brought by the State of Kentucky for player losses
of state citizens associated with operating unlicensed online
gaming in the years before 2011. The now-reinstated 2015 judgment,
which had been overturned on appeal in 2018, included a damage
award of US$870 million that has compounded over the years to about
US$1.37 billion by the end of 2020. Given that the actual player
losses were significantly lower and the substantially higher fine
from the U.S. court could potentially be difficult to enforce in
the jurisdiction of the TSG subsidiaries (Isle of Man), we
understand that Flutter's management believes that any amount
ultimately paid to resolve the case will likely be a limited
portion of the reinstated judgment. S&P said, "We currently include
a net liability of about £200 million (after considering a
tax-shield) as an additive debt adjustment under S&P Global
Ratings' metrics, which is also a similar amount compared with what
we had previously incorporated for our rating analysis for TSG
before the merger. While not our base case, the impact of the full
judgement on our credit metrics would be an increase in adjusted
leverage to about 3.9x-4.2x."

While the outstanding Kentucky judgement has no imminent impact on
financing, operations, or licenses, it could also affect S&P's view
of management and governance if not resolved in a reasonable
timeframe.

S&P said, "While the company has successfully obtained a waiver
from borrowers of the term loan B (TLB) and notes for an event of
default clause relating to such a judgement included in indentures,
we do not see any other imminent impact on the group operations,
licenses, or standing among regulators at this stage of the
process. We understand that Flutter is considering available legal
avenues, including the potential to appeal the case to the U.S.
supreme court. In a scenario where this appeal does not get heard
and no resolution occurs over a reasonable time, we cannot exclude
the risk that the State of Kentucky may try to take further steps
to enforce the award. Moreover, a judgment outstanding for longer
would compound further."

A potential IPO and the Flutter's stated financial policy are
supportive rating factors.

S&P said, "We see the financial policy framework as supportive for
the rating, given Flutter's public commitment to reach a
company-adjusted leverage of 1.0x-2.0x in the medium term (which
currently translates into S&P Global Ratings-adjusted leverage of
up to about 2.5x) and our understanding that the group will not pay
a dividend in 2021. In addition, the management has been assessing
the potential merits of an IPO of a minority share in Fanduel and
will continue to keep this option under review. Such a transaction
could result in proceeds sufficient to support a one-category
stronger financial risk assessment, if proceeds were used for debt
repayment. That said, we see execution risks for the transaction
for the time being that could delay a potential transaction into
next year. The existing Fanduel CEO recently announced their
departure, leaving the outstanding question of their successor,
while Flutter's U.S. partner Fox Corp. has initiated an arbitration
lawsuit about the valuation of an option to purchase a 18.6% share
in Fanduel adding complexity around a potential IPO process.
Therefore, we do not assess the group's overall financial policy as
more beneficial than already reflected in the rating.

"The stable outlook reflects our base-case assumption that in the
next 12 months there will be no substantial cancellation of sport
events, a normalization of customer demand for Flutter's online
gaming products, and no impact of regulatory changes beyond what we
have in our base case. This results in our forecast for 3.0x-3.3x
adjusted leverage for 2021 and 2.4x-2.8x for 2021. This excludes
any potential proceeds from a possible Fanduel IPO or a larger
payment for a resolution of the litigation. We forecast free
operating cash flow (FOCF) after lease payments of about £300
million in 2021 and nearly £600 million in 2022. We anticipate for
the majority the FOCF will be used for further debt repayment as
the group moves toward its financial policy target of 1x-2x company
reported net leverage in the medium term."

S&P could raise the rating in the next 12 months, if the group:

-- Reduced leverage to below 3.0x and generated material FOCF on a
sustainable basis in line with its publicly stated financial policy
commitment,

-- Received clarity regarding potential online gaming regulatory
changes in the U.K. and S&P conclude that the impact on Flutter is
not material, allowing the group to achieve its forecast credit
metrics,

-- Resolved the outstanding litigation judgment with the state of
Kentucky, resulting in no material detriment to forecast base-case
metrics,

-- Remained committed to its financial policy target of 1.0x-2.0x
net company reported leverage in the medium term, and

-- Continued to strengthen its business and operations, evidenced
by continued strong demand for its products, successful integration
of TSG, maintaining margins close to S&P's base-case, and growth in
the group's U.S. leadership position

S&P said, "We could consider a downgrade if: Flutter's adjusted
leverage increased sustainably above 4.0x and FOCF weakened
materially, or if we observed material unfavorable regulatory
changes or operational setbacks from integration of TSG. We could
also take a negative action if resolution of the litigation with
Kentucky weakened Flutter's adjusted leverage metrics beyond our
base case, or if, in our view, ongoing disputes proved significant
enough for us to consider the group's relationships with
stakeholders and management and governance."




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I T A L Y
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ATLANTIA SPA: 87% of Investors Back Sale to Autostrade
------------------------------------------------------
Chiara Albanese, Daniele Lepido and Tommaso Ebhardt at Bloomberg
News report that the battle to control Italy's largest highway
operator neared its end on May 31, almost three years after a
deadly bridge collapse in the city of Genoa sparked rounds of
acrimonious talks between the billionaire Benetton family and the
government.

At a meeting on May 31, some 87% of investors at Atlantia SpA
backed the sale of the company's Autostrade SpA highway unit to an
investor group led by Italy's state-backed lender, an eleventh-hour
victory for the Benettons, who control the infrastructure giant,
Bloomberg relates.

Atlantia's board, which in the absence of other options ultimately
decided to back the sale to the state lender, Cassa Depositi e
Prestiti SpA, is expected to meet June 10 to give its final
approval, Bloomberg discloses.

The vote marks a crucial step toward closing the book on the August
2018 Morandi Bridge disaster, when 43 people died in an accident
that traumatized the nation and triggered billions of euros in
legal claims, Bloomberg notes.

The deal could mark a turning point for the Benettons while raising
questions on the future of Atlantia, which controls airports in
Italy and France and highways in Spain and South America, Bloomberg
states.

The battle between Rome and Atlantia raged on under three straight
administrations, featuring a series of often-heated negotiations
between the government and Atlantia's controlling shareholders and
executives, but also including the bidding group led by Cassa
Depositi and funds Macquarie Group Ltd. and Blackstone Group Inc.,
Bloomberg recounts.

That group has been trying to buy Autostrade since last summer,
with Atlantia's board rejecting a string of offers.  The final bid
values Autostrade at EUR9.3 billion (US$11.4 billion), Bloomberg
discloses.  Atlantia owns about 88% of the highway manager.

A decision to sell would close the curtain on more than two decades
of Benetton ownership of Autostrade and mark the culmination of
years of political pressure on the family to yield their
controlling stake in the company, mostly from Giuseppe Conte's
populist government, which was in place at the time of the bridge
tragedy, Bloomberg says.

The Conte government went as far as to threaten to revoke
Autostrade's toll contracts after a ministerial commission charged
that the company had underestimated the deterioration of the
structure, Bloomberg recounts.

As reported by the Troubled Company Reporter-Europe on Jan. 6,
2020, Reuters related that Atlantia risks going bankrupt if Italy's
government revokes its motorway license with limited compensation,
the infrastructure group's CEO told an Italian daily on Jan. 4,
2020, adding an alternative compromise could be found.  




===================
K A Z A K H S T A N
===================

HALYK BANK: S&P Affirms 'BB/B' ICRs on High Operating Resilience
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB/B' long- and short-term issuer
credit ratings and its 'kzA+' Kazakhstan scale rating on Halyk
Savings Bank of Kazakhstan. The outlook is stable.

Halyk Bank has reduced its nonperforming loans substantially in
recent years. In 2020, the bank decreased its stock of problem
assets both in absolute and relative terms, with problem assets
(stage 3 loans, POCI, and repossessed collateral) falling to 13.0%
of total loan book as of year-end 2020 from 15.9% as of year-end
2019. To a large extent, this progress reflects the bank's
proactive workout of legacy problem assets stemming from the
acquisition of Kazkommertsbank in 2017. S&P said, "The provisioning
coverage of problem assets remained at around 60%, which we
consider satisfactory, given the amount of collateral covering the
assets. We have therefore revised our assessment of the bank's risk
position to adequate from moderate. Halyk's cost of risk for 2020
stood at only 0.71%, significantly better than we had expected.
However, we believe that although the bank has navigated what
appears to be the most difficult phase of the COVID-19 pandemic and
associated economic slowdown relatively successfully, the cost of
risk could increase to about 1% this year, due to delayed
recognition of problems related to COVID-19. At the same time, we
believe that cost of risk will remain significantly lower than the
system average."

The bank is demonstrating high operating performance, but also
follows an aggressive dividend policy. Halyk is showing consistent
earnings generation capacity, with return on equity remaining at
above 22% over the past five years, despite the difficult market
conditions. S&&P said, "We believe that, due to the bank's dominant
market positions, good cost management, and gradual success in
working out its legacy problem loans, the return on equity is
likely to remain at above 15% in the next 12-18 months, even if
Halyk creates higher provisions on nonperforming loans. We also
note the bank's high cost efficiency, with a cost-to-income ratio
at below 30% that compares well with both local and international
peers, and we expect this to continue. However, we also expect
Halyk to maintain its high dividend payout ratio of about 60%.
Given the bank's projected balance sheet expansion in 2021-2022, we
think that its capitalization level will decline, although still
with comfortable cushions above minimum regulatory capital
requirements. We consider that the bank's risk-adjusted capital
(RAC) ratio (as measured by S&P Global Ratings-risk-adjusted
capital framework) will remain below 7% in the next 12-18 months,
which corresponds to a moderate assessment of capital and earnings,
according to our criteria."

Halyk is likely to retain its high liquidity buffers in the next
12-18 months. S&P said, "We consider the bank's funding as above
average compared with that of domestic peers, reflecting its
diversified deposit franchise with a market share of 34%, the
highest in Kazakhstan. The bank benefits from its well-established
reputation as the country's savings bank and enjoys the perception
of a safe haven during periods of turmoil in the local market; it
typically experiences deposit inflows while some other players
suffer outflows. We regard Halyk's liquidity as strong. We expect
the bank to hold ample liquidity buffers for the next several
years. Under our estimates, liquid assets account for 46% of total
assets and will not fall below 40% over the next two years."

The stable outlook on Halyk reflects S&P's expectation that the
bank will retain its market position and will continue to
demonstrate strong earnings capacity in the next 12-18 months.

S&P could take a positive rating action if Halyk continues reducing
its problem assets, and the bank's RAC ratio increases to
sustainably above 7%, due to either lower balance-sheet growth or
lower dividend payouts.

A negative rating action could follow if Halyk's asset quality
indicators deteriorate significantly, without an offsetting
increase in capital buffers.




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

GEOPROMINING INVESTMENT: S&P Affirms 'B+' ICR, Outlook Negative
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit and
issue ratings on GeoPromining Investment (CYP) Ltd. (GPM) and its
senior unsecured debt and removed them from CreditWatch, where they
were placed with negative implications on Dec. 15, 2020.

S&P said, "The negative outlook indicates that we could lower the
ratings if the company fails to maintain operations at the Armenian
side of the Zod mine or to ramp up the Verkhne Menkeche plant on
time and budget.

"The affirmation reflects our expectation that GPM will continue to
operate about half of the Zod mine at the Armenia-Azerbaijan
border, with residual risk captured by the negative outlook. The
military conflict between Armenia and Azerbaijan in 2020 has led to
meaningful interruption of Zod mine operations. Although the
countries have yet to agree on the exact location of the border, it
is highly likely that it will go through the mine. Importantly, we
understand that even in this temporary regime where part of the
mine is inaccessible, GPM can maintain ore production. Given that
all ore-processing facilities, machinery, and equipment are located
on the Armenian side, we believe GPM could restore annual gold
production from the asset up to 80-100 thousand ounces (koz) within
the next two years from our conservative assumption of about 40-60
koz in 2021, compared with the 140 koz produced in 2020. This
should be possible thanks to mine expansion on the Armenian side,
which will lead to higher costs and lower volumes in 2021, but will
allow both to improve. We also note that even half of reserves of
the Zod mine should ensure at least 10 years of stable production.
At this stage, we do not factor into our base-case scenario the
potential for GPM to operate the other part of the mine. However,
we think this is possible, given that Azerbaijan does not have the
required technology to process the specific type of refractory ore
mined at Zod or the logistics infrastructure in the area to support
profitable exports. However, political motives can outweigh
economic rational and access to the Azerbaijani part of the mine
remains a long-term upside to our base case. The negative outlook
captures the reduced, albeit nonnegligible, risk that the company
is unable to generate EBITDA from the asset, due to resumption of
the conflict or other operational challenges."

The timely launch of the Verkhne Menkeche plant is important to
support credit metrics recovery. At year-end 2020, GPM generated
EBITDA of $161 million and positive free operating cash flow
(FOCF), mostly thanks to strong gold prices and stable production,
resulting in funds from operations (FFO) to debt reaching 28%. For
2021, S&P expects that the drop in gold production as a result of
the partial loss of the Zod mine control should reduce EBITDA to
about $70 million-$90 million, translating to FFO to debt of about
12%-15%, compared with a strong 28% at year-end 2020. According to
S&P's base-case scenario, the company could breach its 3.0x net
debt to EBITDA covenant in 2021, but because it is an incurrence
covenant and it expects negative FOCF to be financed with cash
available rather than debt, this should not create any challenges.
Furthermore, S&P understands that the planned launch of the Verkhne
Menkeche plant at year-end 2021 is on track and should contribute
up to $60 million of EBITDA in 2022, leading to positive cash
generation after investments and improving assets diversification,
while supporting the business risk assessment. This should allow
the company to decrease its reliance on Zod mine, with expected
EBITDA of $140 million-$150 million and recovery of FFO to debt to
25%-30%, which is commensurate with the 'B+' rating.

The company plans to fully ramp up the recently acquired asset
Zhelezny Kryazh in Russia, by 2023, further supporting the business
risk profile and cash flows. In 2020, GPM reached a $24 million
agreement to acquire a majority stake in Russian iron ore and gold
producing mine Zhelezny Kryach, in the Zaibakalsk region of Russia,
near the Chinese border. S&P said, "The project requires about $100
million of investments in the next three years, but we note that
other major projects are mostly completed, and these costs can be
covered with operating cash flow, resulting in positive
discretionary cash flow (DCF) starting 2022. We also expect
improved asset diversification with a forecast $50 million-$70
million EBITDA contribution from the mine in 2023-2024."

S&P said, "The negative outlook reflects the risk of a downgrade in
the next 12-18 months in case the company is unable to recover
EBITDA to at least $100 million and FFO to debt to at least 20%. In
our base case, we assume that the company will maintain production
at roughly half of the Zod mine, generating positive cash flows
from the asset this year and successfully ramp up the Verkhne
Menkeche plant on time and budget.

"We could lower our rating on GPM if the company fails to stabilize
production at the Zod mine at least at 60 koz per year beginning
2022, thereby resulting in weak EBITDA and pressuring our
assessment of GPM's business.

"We could also lower the rating if the pricing environment
deteriorates or the costs or timeline of Verkhne Menkeche plant
ramp up are revised, leading to EBITDA below $100 million in 2022
and resulting in negative FOCF and FFO to debt remaining below 20%.


"We would likely revise the outlook to stable when Armenia and
Azerbaijan firmly define the border, thereby substantially
improving business predictability for GPM. The launch of the
Verkhne Menkeche plant on time and budget is also important, since
it should support EBITDA improvement to $140 million-160 million in
2022 and FFO to debt comfortably above 20%."




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

MARERA INVESTMENT: S&P Assigns 'B-' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
to Serbia-focused Marera Investment Group Ltd. (Marera).

The stable outlook indicates that Marera's asset portfolio should
contribute increasing EBITDA and cash flow over the next 12 months,
mainly thanks to its full-year rental contribution from recent
acquisitions and high occupancy levels. S&P forecasts EBITDA
interest coverage will remain close to 1.8x-2.0x in the next 12-18
months, with debt to EBITDA at about 14x-15x, and debt to debt plus
equity improving moderately to about 78%-80%.


Marera's business risk assessment is constrained by the company's
very small scale and portfolio size, limited assets and geographic
diversity, and short operational track record.

The company owns and manages 12 assets (nine office, two retail,
and one industrial park), valued at about EUR126 million as of Dec.
31, 2020. Based on the company's current strategy, S&P Global
Ratings expects this to grow to EUR325 million by 2023, although
Marera would still be smaller than most of its rated peers in the
European commercial real estate segment. The company has high
geographic and asset concentration: 100% of its portfolio is in
Serbia and about 59% by value is in Belgrade. The Top 5 assets
accounted for about 81% of the total portfolio value as of Dec. 31,
2020. S&P's assessment also takes into consideration the company's
relatively short operational track record, given its recent
incorporation in 2018.

S&P generally regards the office and retail property segments as
less resilient than other property segments, such as residential.

The pandemic has increased uncertainty regarding future demand for
office and retail space, given the trend for remote working and
e-commerce penetration, which may increase vacancy levels and limit
rental and price growth in the coming years. S&P said, "However, we
assume that the real estate property market in Serbia will remain
stable due to the limited number of new, large-scale projects
entering the pipeline. We have also seen positive signs of renewed
demand as vaccine and immunization efforts increase in local
markets and globally."

S&P's rating is supported by the company's strong operating
performance, offset by Marera's relatively small EBITDA and cash
flow base as a result of its recent ramp-up.

S&P forecasts EBITDA of about EUR10 million–EUR11 million in
2021, and that the full annual rental income from recent
acquisitions and developments will boost the company's cash flow
base in 2022. Although this is lower than other commercial rated
peers in Europe, the company maintained an occupancy rate of 97%
during the pandemic, which is higher than some of its rated office
real estate peers. Its cash collection has been in line with the
industry average at about 92%-93% of invoiced revenue. The average
lease maturity of about four years (four years office, 4.5 years
retail, and 2.5 years industrial) is also in line with peers such
as DIOK Real Estate AG (4.4 years) and DEMIRE Deutsche Mittelstand
Real Estate AG (4.7 years). Marera has moderate exposure to
development activities and capital expenditure (capex) needs of
approximately EUR30 million-EUR35 million annually, mostly related
to the redevelopment/extension of existing assets over the next two
years. However, S&P understands that the company plans to prelease
80% of its development projects, which limits leasing risks at
project delivery.

Marera's portfolio benefits from good tenant diversification and
the good quality of its office assets, mainly in and around
Belgrade city center.

The group's portfolio had a total gross lettable area (GLA) of
164,842 square meters (sq. m.), spread into three different real
estate segments (about 68% office, 17% retail, and 15% industrial).
Most of the office properties are class A assets located in the
city center and nearby (59% of the total portfolio value, as of
Dec. 31, 2020). S&P understands that a large number of assets were
constructed or have been modernized in the past four to five years.
Rents for the office properties are close to the market average;
Marera's average monthly office rent per square meter is EUR15 and
the market average for class A assets is estimated at about
EUR13-EUR18. However, Marera's retail portfolio is rented at a very
low level, reflecting its moderate asset quality and secondary
locations. In addition, the average size of individual assets
(about 13,737 sq. m.) is bigger than that of peers' assets, such as
DIOK Real Estate AG (average asset size about 7,200 sq. m.).

In S&P's view, it is positive that Marera has a total of about 135
tenants, about 70%-80% of which are multinational companies.

Of its total office tenant base, the Top 8 tenants account for
about 33% of GLA and S&P understands that tenants are well spread
across different industries.

Marera's financial risk profile is constrained by its very high
leverage, which is above the industry average.

Its S&P Global Ratings-adjusted debt to debt plus equity is about
80% and debt to EBITDA for the next 12 months is estimated at 15x.
S&P said, "We expect leverage to remain very high for the next
12-18 months, and we forecast debt to debt plus equity of about
78%-80% and a debt-to-EBITDA ratio of close to 14x-15x. We
anticipate that the company will finance its growth plans by using
a mix of high debt and low equity and that the portfolio will
benefit from some positive asset revaluations. We also expect
Marera's interest coverage to remain stable at about 1.8-2.0x in
the next 12-18 months, thanks to the EBITDA contribution in 2021
from recent acquisitions and developments and cost of debt at about
5%." Marera has limited near-term refinancing risk, with an average
debt maturity of about five years and limited debt amortization in
the next 12 months. The company's absolute cash flow base is very
small, allowing limited absorption of any unforeseen events.

S&P said, "We include into our analysis a shareholder loan of
EUR22.1 million outstanding in 2019, because the company has the
flexibility to repay this related party loan before the other
external outstanding loans.

"Under our credit assessment for the group, we regard this loans as
being more like a debt. The company's annual accounts are audited
by KPMG and portfolio valuation is performed by an external valuer,
Cushman and Wakefield.

"The stable outlook reflects our view that Marera's asset portfolio
should contribute increasing EBITDA and cash flows over the next 12
months, mainly supported by the full-year rental contribution from
recent acquisitions. We assume that the real estate property market
in Serbia will remain stable and that demand will be moderate. Our
forecast suggests that EBITDA interest coverage will remain close
to 1.8x-2.0x in the next 12-18 months; debt to EBITDA will be about
14x-15x; and debt to debt plus equity will improve moderately, to
about 78%-80%.

"We could lower the ratings if the company failed to maintain an
EBITDA interest coverage of 1.5x and its debt-to-debt plus equity
ratio remained above 80%. This could happen if the company's
operations were to deteriorate--for example, as a result of higher
vacancy, rent discounts, or delays to the delivery of its
renovation assets--significantly affecting its rental income and
cash flow. We may also lower the rating if Marera's liquidity
deteriorates or covenant headroom becomes tighter, such that the
company's capital structure becomes unsustainable."

S&P would raise the ratings if Marera increased its portfolio's
scale and scope significantly and maintained stable operating
metrics in line with other higher-rated peers. An upgrade would
also depend on the company sustaining a sharp reduction in
leverage, with debt to debt plus equity falling to 65%, while
maintaining EBITDA interest coverage of at least 1.5x and debt to
EBITDA decreasing toward 13x. This could occur, for example, if it
saw unexpected and significant positive revaluation gains in its
property portfolio or made additional debt repayments.




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

AUTOVIA DE LA MANCHA: S&P Affirms 'BB+' Rating on Sr. Secured Debt
------------------------------------------------------------------
S&P Global Ratings affirmed its 'AA' long-term issue rating on
Autovia de la Mancha S.A.'s (AuMancha or ProjectCo) debt,
reflecting the unconditional and irrevocable payment guarantee of
principal and interest provided by Assured Guaranty UK Limited (AG;
AA/Stable/--).

S&P also affirmed its 'BB+' S&P Underlying Rating (SPUR) on
ProjectCo's senior secured debt and maintained the negative
outlook.

The stable outlook on the insured long-term rating on the Class A
bond reflects that on guarantor AG, which guarantees the payment of
the financing.

Spain-based AuMancha issued a EUR110 million senior secured
amortizing loan due July 31, 2031--of which EUR94.9 million remains
outstanding--to finance the design, construction, and operation of
a 52-kilometer shadow toll road in Spain. AuMancha operates under a
30-year concession signed with the granting authority, the
government of Castile-La-Mancha (CLM), through April 2033. The road
links the cities of Toledo and Consuegra in the CLM region, which
are south of Madrid, Spain's capital. Construction of the road was
completed in July 2005, and the project has been operating smoothly
since that date. All revenue received in the project is paid by the
granting authority and sole offtaker, the government of CLM, which
constitutes an irreplaceable counterparty.

STRENGTHS

-- The senior debt is subject to an unconditional and irrevocable
guarantee from the monoline insurer, AG.

-- The tariff-banding of the shadow toll mechanism increases cash
flow stability. Although the project is exposed to traffic declines
on account of COVID-19 containment measures and deteriorating
economic prospects, S&P anticipates that revenue fluctuations will
be limited, thanks to a benign banding structure.

-- The operations and maintenance (O&M) requirements for the road
are relatively straightforward, reducing operational risk. Since
its completion in 2005, the road has been successfully managed
within the bounds of the major maintenance financial profile, with
minimal performance points incurred.

RISKS

-- The project is part of the tax group headed by IHR. Therefore,
AuMancha could be liable if the entities within this tax group do
not pay potential tax due in a timely manner. In the past, the
project was part of the consolidated tax group of ACS, Actividades
de Construccion y Servicios SA (BBB-/Stable/A-3); whose
creditworthiness did not pose a limitation to the ProjectCo.

-- S&P's view on the creditworthiness of AuMancha is limited by
that on the granting authority and sole offtaker of this project,
the government of CLM, and its capacity and willingness to meet its
financial commitments associated with the road revenue.

-- The concession agreement contains a "claw back" provision,
under which the concession could be terminated early from 2028 if
the project's net present value (NPV) of revenue reaches a certain
level. In S&P's view, this scenario is unlikely and the associated
risks are mitigated by reserve accounts that would start to trap
cash in advance.

-- 15% of the debt is exposed to interest rate volatility, which
S&P stresses under its downside case assessment. The SPUR is
weak-linked to the rating on the swap provider, although it does
not restrict the outcome.

Potential exposure to third parties' tax liabilities could
negatively affect S&P's view of the project's creditworthiness. In
April 2021, Spain's tax authority approved the constitution of a
larger tax group, under which the project is consolidated from
fiscal 2021. Apart from AuMancha, this extended group now includes
two other operating companies that hold concessions of shadow tolls
roads in Catalonia, in northeast Spain. Reus-Alcover Concesionaria
de la Generalitat de Catalunya S.A. holds a concession to operate a
10-kilometer road between Reus and Alcover until 2038. Eix Diagonal
Concesionaria de la Generalitat de Catalunya S.A.U. operates a
70-kilometer road between Vilanova i la Geltru and Manresa until
2042. There is no limitation in the structure preventing the
inclusion of other entities in the group. As per ProjectCo
management, there is no intention to change the group perimeter in
the medium term. S&P's understanding is that in the event of
failure to pay tax liabilities by any company within the
consolidated tax group, the remaining entities could be deemed
joint and severally liable for such liabilities along with the
defaulted entity for corporate tax purposes. The Spanish tax
authority may enforce the payment of any outstanding corporate tax
on all the companies under a consolidated tax group if the group's
dominant entity does not attend the payment of tax liabilities.
Ultimately, AuMancha's creditworthiness could be negatively
affected due to the risk of being exposed to any potential unpaid
tax liabilities deriving from the group. As per the 2020 audited
financials for the entities provided, there is no tax contingency
in the group's entities.

Continued mobility restrictions and the pace of vaccinations have
deferred our forecast to recovery in 2021. S&P now forecasts light
and heavy vehicle traffic will decline 15% and 6% during 2021 in
comparison with 2019 levels, versus 9% and 7% declines in our
previous review. In the first four months of 2021, total traffic
was 20% lower than the same period of 2019, as a result of the
containment measures the Spanish government implemented in November
2020, and to a lesser extent a snowstorm that hit the country this
January. S&P said, "Considering preliminary traffic in May, we
expect volumes could be 4%-5% higher than the same month in 2019.
Even after the pandemic is contained and with traffic expected to
pick up second-half 2021, social-distancing policies and
work-from-home arrangements may be maintained to some extent beyond
the short-term measures. As such, we expect that AuMancha's
traffic, which is heavily exposed to commuters, will remain subdued
for at least 12 months after the implementation of initial
restrictions."

S&P said, "In our projections, the minimum debt service coverage
ratio (DSCR) will fall to below 1.40x in 2021 due to the close to
25% traffic decline during 2020 that will affect only this year's
monthly fee payments. In 2020, the project has postponed some
capital expenditure due to technical reasons, which we see as
neutral from a coverage ratio perspective. This is because of the
funding mechanism of the reserve account and the fact that amounts
not spent will be pushed to the following year, leaving overall
expenditure for the remaining life of the project unchanged. As we
expect recovery to start in second-half 2021, the ratios are
forecast to remain at about 1.40x by next year. Regardless, the
SPUR remains limited by the granting authority's capacity and
willingness to meet its financial commitments in accordance with
the terms of the road concession.

"Our stable outlook on the long-term insured debt rating mirrors
that on AG and will move in line with the outlook on this rating.

"Our negative outlook on the SPUR reflects the risk that we could
lower the rating according to our view of the risk of exposure to
any potential unpaid tax liabilities deriving from the tax group.

"We could also lower the SPUR if we believe there is an increasing
risk of CLM failing to meet its financial commitments. Moreover, we
could lower the SPUR by one notch if we expect traffic to decline
more severely, the recovery to be lengthier, or macroeconomic
conditions to worsen more than currently anticipated, leading to a
DSCR lower than 1.20x.

"We could withdraw the rating if we don't have reliable,
sufficient, and timely information to assess the impact of the
consolidated tax group on the project.

"We could revise the outlook on the SPUR to stable if we conclude
that the potential exposure to tax liabilities from third parties
is not a material risk to AuMancha's creditworthiness and if
traffic recovers in line with our expectations.

"We would also consider rating upside if, along with traffic
recovery and the conclusion of the potential tax exposure, we
believe there is a decreasing risk of CLM failing to meet its
financial commitment."


HIPOCAT 10: S&P Affirms 'D' Rating on 3 Note Classes
----------------------------------------------------
S&P Global Ratings raised to 'AA+ (sf)' from 'A+ (sf)' its credit
rating on Hipocat 10, 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.

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

S&P said, "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 (74.9%), 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 (76.59% 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      20.04      30.56       6.12
  AA       14.07      26.99       3.80
  A        11.01      20.28       2.23
  BBB       8.56      16.78       1.44
  BB        5.92      14.42       0.85
  B         4.08      12.31       0.50

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

Loan-level arrears are low at 2.0%. Overall delinquencies remain
well below our Spanish RMBS index. Cumulative defaults, defined as
loans in arrears for a period equal to or greater than 18 months,
represent 18.67% 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, 4.29% 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
lower than the market average, which is about 5%. 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.

The available credit enhancement has increased since our previous
review because the amortization deficit--i.e., the difference
between accrued and paid principal--decreased to EUR13.7 million in
January 2021 from EUR15.8 million in October 2019. The reserve fund
has been fully depleted since July 2010 as it was used to provision
for loans in foreclosure and in arrears over 18 months.

S&P said, "We have also applied our counterparty criteria as part
of our analysis of this transaction (see "Related Criteria"). 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 therefore the notes could withstand stresses
at a higher rating. However, we have limited our upgrade based on
their overall credit enhancement and the current macroeconomic
environment. We have therefore raised to 'AA+ (sf)' from 'A+ (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 is
non-asset backed, also has interest shortfalls due to the lack of
excess spread. S&P's ratings in Hipocat 10 address the timely
payment of interest and ultimate principal during the transaction's
life. It 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."


HIPOCAT 9: S&P Raises Rating on Class D Notes to 'BB'
-----------------------------------------------------
S&P Global Ratings raised its credit ratings on Hipocat 9, Fondo de
Titulizacion de Activos' class A2a, A2b, B, C, and D notes.

The upgrades follow the implementation of S&P's revised criteria
and assumptions for assessing pools of Spanish residential loans.
They also reflect its full analysis of the most recent information
that S&P has received and the transaction's current structural
features.

S&P said, "Upon expanding our global RMBS criteria to include
Spanish transactions, we placed our ratings on all of Hipocat 9's
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 ratings are 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 (73.73%), 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 (75.59% as of the most recent
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      16.30      29.75        4.85
  AA       11.22      25.92        2.91
  A         8.67      18.76        1.63
  BBB       6.64      14.99        0.99
  BB        4.45      12.39        0.55
  B         2.92      10.03        0.29

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

Loan-level arrears are low at 1.2%. Overall delinquencies remain
well below our Spanish RMBS index. Cumulative defaults, defined as
loans in arrears for a period equal to or greater than 18 months,
represent 11.14% 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, 3% of the 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 lower than the market average, which is about 5%. 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.

Credit enhancement available in Hipocat 9 has increased for all of
the notes since our previous review due to the notes' sequential
amortization and the partial replenishment to 84% of its required
level.

S&P said, "We have also applied our counterparty criteria as part
of our analysis of this transaction (see "Related Criteria"). 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 ratings on the class
A2a, A2b, and B notes are delinked from the swap counterparty.

"Our credit and cash flow results indicate that the credit
enhancement available for the class A2a and A2b notes is
commensurate with higher ratings than those currently assigned. We
have therefore raised to 'AAA' (sf)' from 'AA (sf)' our ratings on
the class A2a and A2b notes.

"We have raised to 'AA+ (sf)' from 'A (sf)', to 'BBB+ (sf)' from
'BB (sf)', and to 'BB (sf) from 'CCC (sf)' our ratings on the class
B, C, and D notes, respectively. These notes could withstand
stresses at higher ratings than the ratings assigned. However, we
have limited our upgrades based on their overall credit
enhancement, their position in the waterfall, and the current
macroeconomic environment." In addition, the most junior tranches
are expected to have a longer duration than the senior tranches,
meaning that they are more vulnerable to tail-end risk. The class C
and D notes' interest will remain subordinated after the senior
notes amortize for the rest of the transaction's life. However,
they still benefit from the support of the reserve fund to meet
timely interest and ultimate principal payments.

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."


IM PASTOR 3: S&P Affirms 'B-' Rating on Class A Notes
-----------------------------------------------------
S&P Global Ratings affirmed its 'B- (sf)' credit rating on IM
PASTOR 3, Fondo de Titulizacion Hipotecaria' class A notes, its
'CCC- (sf)' ratings on the class B and C notes, and its 'D (sf)'
rating on the class D notes.

S&P said, "The affirmations 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 A 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) assumption at
the 'AAA' level has decreased due to the calculation of the
effective loan-to-value (LTV) ratio, which is based on 80% original
LTV (OLTV) and 20% current LTV (CLTV). Under our previous criteria,
we used only the OLTV. Our 'AAA' WAFF assumption also declined
because of the transaction's decrease in arrears. Under our revised
we criteria, we apply a penalty for geographical concentration only
to the excess above the threshold, as opposed to the whole
percentage previously. This benefits the transaction, which has
regional concentrations in Catalonia and Galicia that exceed the
limits stated in our criteria. We also revised our base foreclosure
frequency at the 'B' level to 2.5% from 2.0% for Spanish RMBS
transactions. Our weighted-average loss severity (WALS) assumptions
have decreased at all levels due to the lower CLTV and 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       9.79       2.00       0.20
  AA        6.94       2.00       0.14
  A         5.49       2.00       0.11
  BBB       4.34       2.00       0.09
  BB        3.13       2.00       0.06
  B         2.28       2.00       0.05

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

Loan-level arrears have decreased since 2018 and now stand at
1.61%. Overall delinquencies are below our Spanish RMBS index.

Cumulative defaults, defined as loans in arrears for a period equal
to or greater than 12 months, represent 8.9% of the closing pool
balance. The class D notes' interest deferral trigger was breached
on March 2014.

S&P's analysis also considers the transaction's sensitivity to the
potential repercussions of the coronavirus outbreak. As of the
February 2021 interest payment date (IPD), there are no loans on
payment holiday under the Spanish moratorium schemes.

S&P's operational, sovereign, 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 Santander S.A., has a standardized, integrated,
and centralized servicing platform. It is a servicer for many
Spanish RMBS transactions.

The swap counterparty is CECABANK S.A. Considering that CECABANK
failed to replace itself in the past, and given our weak collateral
assessment, the maximum rating the notes can achieve in this
transaction is 'BBB+ (sf)', the issuer credit rating on the swap
counterparty, unless S&P delinks its ratings on this transaction
from the counterparty.

Given that the reserve fund has been fully depleted since 2009, and
that the transaction is undercollateralized by EUR46.2 million, the
available credit enhancement is nil for the class A, B, C, and D
notes. The notes amortize sequentially.

S&P said, "We have affirmed our 'B- (sf)' rating on the class A
notes. Under our cash flow analysis, this class does not pass the
stresses we apply at the 'B' rating. Assuming a recovery rate of
23% (corresponding to the observed cumulative recovery rate from
the previous IPD), and giving credit to delinquent and defaulted
loans--which might generate some recoveries--the transaction is
materially less undercollateralized. In addition, the combined
waterfall mitigates liquidity risk for the class A notes.
Therefore, we consider that interest and principal payment on the
class A notes is not dependent on favorable business, financial,
and economic conditions. We have therefore affirmed our 'B- (sf)'
rating on this class of notes.

"The class B and C notes do not pass our stresses commensurate with
a 'B' rating. Considering their overall position in the waterfall,
we believe that the payment of interest and principal depends on
favorable business, financial, and economic conditions. We do not
expect a default to be a virtual certainty. We have therefore
affirmed our 'CCC- (sf)' ratings on these classes of notes.

"The class D notes do not pass the 'B' rating stresses in our
cashflow analysis. Additionally, the class D notes' interest
deferral trigger was breached in March 2014, resulting in missed
interest payments due to a lack of liquidity in the transaction.
Although interest payments resumed in February 2020, we do not
expect the liquidity issue to be resolved soon given the lack of
excess spread. An interest rate increase on the notes (triggered by
a rise in the EURIBOR three-month index) would put pressure on the
class D notes, which are the most junior notes in the transaction.
Also, credit enhancement for this class of notes has decreased
since our previous full review. We have therefore affirmed our 'D
(sf)' rating on the class 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."




=====================
S W I T Z E R L A N D
=====================

KONGSBERG AUTOMOTIVE: S&P Alters Outlook on 'B-' ICR to Positive
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Swiss auto parts
manufacturer Kongsberg Automotive ASA (Kongsberg) to positive from
negative and affirmed its 'B-' long-term issuer rating on the
company. S&P has also affirmed its 'B' issue rating on the EUR275
million senior secured notes issued by Kongsberg Actuation Systems
B.V. and due in 2025.

The positive outlook indicates that S&P could raise the ratings in
the next six-to-12 months if Kongsberg's EBITDA margin recovers to
more than 9%, combined with successful management of capital
expenditure (capex) and working capital, leading to a reduction in
debt to EBITDA to below 5x and free operating cash flow (FOCF) to
debt trending toward 5%.

A strong market recovery should support a higher EBITDA margin in
2021 and 2022. Kongsberg posted solid operating results in the
first quarter of 2021, with sales of about EUR303 million, up by
15.6% versus the previous year, and reported EBIT of about EUR20
million, versus EUR7.8 million the previous year. S&P said, "This
follows robust 2020 results, which were better than our previous
base case in terms of both profitability and FOCF. Thanks to a
strong market recovery, Kongsberg's S&P Global Ratings-adjusted
EBITDA margin for 2020 was 5.7%, down from 9.6% in 2019, but well
ahead of our previous forecast of 2%-3%. Likewise, Kongsberg's cash
burn was much lower than we expected, with adjusted FOCF of
negative EUR10 million, compared with below negative EUR45 million
in our base case." For the rest of 2021, demand in Kongsberg's end
markets--autos, trucks, and industrials--will likely support an
increase in sales toward EUR1.05 billion-EUR1.15 billion. This will
translate into a higher EBITDA margin of 9%-10%, thanks to higher
capacity utilization and fixed-cost absorption.

Expansion of Kongsberg's specialty products division will protect
its margins from input-cost inflation to some extent. In
first-quarter 2021, Kongsberg's specialty products division
accounted for about 80% of total EBIT, while the interior division
reported negative EBIT of about EUR2 million due to higher input
costs. Interior products have greater electronic content, and
Kongsberg has had to buy semiconductors in the more expensive spot
market due to delays in deliveries from chip manufacturers. In
addition, Kongsberg faces rising prices for raw materials, such as
resin and steel, and rising freight costs, which affect both the
interior division and the powertrain and chassis division. The
extra costs amounted to about EUR8 million in first-quarter 2021,
and Kongsberg anticipates that the total impact for full-year 2021
could be about EUR40 million, with the peak occurring in
second-quarter 2021. S&P said, "Although we think that higher
supply chain costs will remain a risk for Kongsberg throughout the
year, we assume that the increasing contribution of Kongsberg's
more profitable specialty products division, which has much less
exposure to raw materials and semiconductors, will mitigate the
increase in input costs that is difficult to pass on to customers.
In 2018 and 2019, EBIT margins in the specialty products division
were in the range of 15%-17%, compared with 3%-5% for the other
divisions, and we expect high double-digit growth in this segment
in 2021."

The prospect of quick deleveraging and adequate liquidity provide
rating upside. In 2020, Kongsberg's adjusted debt-to-EBITDA ratio
soared to 7.2x from a low 3.6x in 2019 due to a sharp fall in
EBITDA on account of the COVID-19 pandemic. S&P said, "Based on our
expectation of adjusted EBITDA of EUR120 million-EUR130 million in
2021, we forecast that Kongsberg will restore its debt-to-EBITDA
ratio close to 2019 levels by year-end 2021. Such levels would be
consistent with a higher rating. In addition, we assess Kongsberg's
liquidity position as adequate, reflecting our belief that the
company's liquidity sources will cover its needs over the next 12
months." These sources include cash balances of about EUR70 million
and availability under a revolving credit facility (RCF) of EUR70
million, of which EUR20 million is due in September 2021. The
company's liquidity was bolstered by a successful capital increase
in mid-2020, with net cumulative proceeds of about EUR89 million.

Investments in capex and working capital to finance future revenue
growth will likely impede FOCF generation in 2021. S&P said, "We
believe that our projection of revenue growth of 13%-15% will
require working capital needs of up to EUR10 million for
receivables and inventory build-up. Similarly, it will likely
require capex of EUR65 million-EUR75 million (6.0%-6.5% of
revenues) for customers' projects and the replacement of tools and
machines, with only limited opportunities for discretionary
savings. As a result, we forecast only marginally positive FOCF in
2021, excluding lease payments and foreign-exchange rates.
Nevertheless, this would represent a major improvement compared to
previous years, since Kongsberg generated negative FOCF of up to
EUR35 million per year over 2017-2020. A deviation from our
base-case assumptions due to higher working capital outflows or raw
material costs than we expect will likely prevent Kongsberg's FOCF
from turning materially positive and thereby constrain any rating
upside."

S&P said, "The positive outlook indicates that we could raise the
ratings on Kongsberg in the next six-to-12 months if its EBITDA
margin recovers to 9%-10% thanks to a recovery in the auto and
truck markets and disciplined cost and cash management. This would
lead to a reduction in adjusted debt to EBITDA to below 5x and
adjusted FOCF to debt trending toward 5%."

S&P could raise its ratings on Kongsberg in the next six–to-12
months if growth in its profitable specialty products division,
profitability improvements in other divisions, and successful
management of input-cost inflation and investment spending enable
the company to deliver the following credit metrics on a
sustainable basis:

-- An adjusted EBITDA margin of more than 9%;
-- Adjusted debt to EBITDA below 5x; and
-- Adjusted FOCF to debt trending toward 5%.

S&P could revise its outlook to stable if Kongsberg's credit
metrics failed to recover due to operating setbacks, including a
more negative impact from the semiconductor shortage, or less
efficient management of capex and working capital, such that
adjusted FOCF stayed negative or debt to EBITDA remained close to
7x.




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

INEOS: S&P Alters Outlook to Stable & Affirms 'BB' ICR
------------------------------------------------------
S&P Global Ratings revised to stable from negative its outlook on
three petrochemical companies owned by INEOS Ltd. (the INEOS group,
not rated): INEOS Quattro Holding Ltd. (INEOS Quattro), INEOS Group
Holdings S.A. (IGH), and INEOS Enterprises Holdings Ltd. (INEOS
Enterprises). S&P also affirmed its 'BB' long-term issuer credit
rating on these entities.

S&P said, "We anticipate that recovery in operating performance and
debt metrics at the wider INEOS group will accelerate in 2021. The
tight market conditions will continue to be supported by strong
demand benefiting all the rated chemical businesses. The
improvement from the trough seen in the second quarter of 2020 is
evidenced by resilient results in 2020, and robust performance as
of first quarter 2021.

"The outlook revision indicates that, in our view, cash flow
generation and credit quality are improving across the wider INEOS
group in 2021. They were relatively weak at the end of 2020 due to
the group's debt-funded acquisition of two petrochemical assets
from BP, combined with softer cycle conditions caused by the
pandemic.

"Our assessment of the wider group's credit quality still factors
in our limited visibility on the group's financial policy, future
mergers and acquisitions, and planned capital expenditure (capex).

"We view IGH and INEOS Quattro as core subsidiaries of the INEOS
group. Senior management and shareholders have shown a strong
long-term commitment to both IGH and INEOS Quattro. As such, our
ratings on these two entities reflects the 'bb' group credit
profile (GCP). In addition, they both have a stand-alone credit
profile (SACP) of 'bb'.

"We view INEOS Enterprises as a moderately strategic subsidiary of
INEOS Ltd. Our assessment of the group support available to it does
not currently affect our rating on INEOS Enterprises, because its
SACP is 'bb'."

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."

INEOS Group Holdings S.A.
Primary analyst: Ivan Tiutiunnikov

Improved market conditions in 2021 will help IGH increase its
EBITDA and restore its credit metrics. After a weak 2020,
conditions in the company's olefins, polymers, and chemical
intermediates markets improved significantly at the beginning of
2021. S&P expects this trend to continue at least through the first
half of 2021. High demand, combined with tight supply, resulted in
very strong prices across the different product lines in both
Europe and the U.S.

At the same time, rising feedstock prices as well as higher oil and
gas prices supported higher prices in the petrochemical chain.
Thanks to its diversified feedstock sources, IGH will continue to
benefit from the advantageous exposure to lower priced gas-based
feedstock. As a result, S&P anticipates that IGH's EBITDA will rise
to EUR2.1 billion–EUR2.3 billion in 2021, compared with EUR1.5
billion in 2020. In turn, this should support positive free
operating cash flow and strong liquidity. Meanwhile, S&P Global
Ratings-adjusted debt-to-EBITDA ratio should decline to 3.4x-3.8x
in 2021, from 5.4x in 2020.

Capex could be high in 2022, reducing headroom under the rating in
the medium term. S&P views financial policy decisions as key to the
stability of IGH's SACP. IGH is still assessing the investment it
has announced in the EUR3 billion petrochemical complex in Antwerp
(Project One); the final investment decision is expected at the
start of 2022. If capex is already rising in 2022, IGH could
experience negative free operating cash flow (FOCF) and rising
debt.

The company has yet to announce its final decision on the project,
and the associated costs. S&P said, "That said, we expect
management to balance capex and dividends such that reported net
debt-to-EBITDA does not materially exceed its 3x target (in the
first quarter of 2021, it was 3.3x). Historically, this target has
been in line with adjusted debt to EBITDA of about 4x, which we
view as commensurate with the 'bb' SACP."

Outlook

The outlook revision is based on the improvement in the credit
quality of the wider INEOS group. S&P anticipates that supportive
market conditions across INEOS' products will help it to increase
EBITDA and reduce leverage across the group in 2021, from the
relatively high level recorded in 2020.

At IGH, adjusted EBITDA is forecast to reach EUR2.1
billion–EUR2.3 billion in 2021, compared with EUR1.5 billion in
2020. As a result, IGH will report positive FOCF and reduced
leverage--for example, the adjusted debt-to-EBITDA ratio is
forecast at 3.4x-3.8x in 2021, compared with 5.4x in 2020.

In 2022, S&P anticipates that EBITDA might slip to EUR1.9
billion-EUR2.1 billion, as market conditions moderate. That said,
it expects the company will balance its cash needs such that its
leverage does not rise significantly.

Downside scenario: A downgrade could occur if the credit quality of
the wider INEOS group worsened, in S&P's view. It could lower IGH's
SACP if the company's adjusted debt to EBITDA trended above 4.5x
without near-term prospects of a recovery, combined with
FOCF-to-debt falling, and remaining, below 5%.

Upside scenario: The potential for an upgrade is constrained by our
view of the credit quality of the wider INEOS group. However, S&P
could revise IGH's SACP if it maintained a ratio of adjusted debt
to EBITDA of 3.0x-4.0x and FOCF to debt of 10%-15%.

Ratings score snapshot

Issuer credit rating: BB/Stable/--

Business risk: Satisfactory

-- Country risk: Very low
-- Industry risk: Moderately high
-- Competitive position: Satisfactory
-- Financial risk: Aggressive

-- Cash flow/Leverage: Aggressive
-- Anchor: bb

Modifiers

-- Diversification/Portfolio effect: Neutral (no impact)
-- Capital structure: Neutral (no impact)
-- Financial policy: Neutral (no impact)
-- Liquidity: Strong (no impact)
-- Management and governance: Fair (no impact)
-- Comparable rating analysis: Neutral (no impact)
-- Stand-alone credit profile: bb

-- Group credit profile: bb
-- Entity status within group: Core (0 notches from SACP)

INEOS Quattro Holding Ltd.
Primary analyst: Lucas Hoenn

S&P said, "Similar to IGH, we forecast a rebound across INEOS
Quattro's end markets will support a recovery in prices and
translate into improving credit metrics in 2021. We anticipate that
strong demand and positive margin developments in Styrolution's
polymer markets, along with very strong demand and tight supply for
Inovyn's PVC in Europe over at least the first half of 2021 will
enable INEOS Quattro to achieve S&P Global Ratings-adjusted EBITDA
of EUR1.8 billion-EUR2.0 billion in 2021."

INEOS' record of fixed-cost savings and its successful integration
of former BP assets into the INEOS group will support further
improvement in its profitability in 2022. S&P forecasts that the
EUR135 million ($150 million) EBITDA synergies INEOS Quattro plans
to achieve through its recent acquisition of BP Petrochemicals
assets will help raise its adjusted EBITDA margins above 15% in
2021-2022, from 13.5%-14.0% pro forma the acquisition in 2020. This
is higher than the 14.5% margin we previously anticipated for
2021-2022.

The focus on cash flow generation will help INEOS Quattro achieve
adjusted debt to EBITDA of about 3.5x-3.7x in 2021, compared with
above 4.0x, as previously anticipated, and build headroom under its
SACP.

S&P said, "Given the improved market conditions, we forecast INEOS
Quattro will maintain adequate liquidity and generate FOCF above
EUR350 million in 2021, compared with our previous forecast of
about EUR240 million. We anticipate that INEOS Quattro will manage
its growth plans and acquisition and dividend policies to maintain
adjusted leverage of about 3.0x-4.0x and FOCF to debt of 5%-10%
throughout the cycle."

Outlook

S&P said, "The stable outlook indicates that in our view the credit
quality of the wider INEOS group has improved. We anticipate that
supportive market conditions across INEOS' products will help it to
increase EBITDA and reduce leverage across the group in 2021, from
the relatively high level recorded in 2020.

"We forecast that INEOS Quattro will report adjusted EBITDA of
EUR1.8 billion-EUR2.0 billion in 2021 and above EUR2.0 billion in
2022, based on support from a recovery in prices and volumes. This
translates into adjusted debt to EBITDA of about 3.5x-3.7x in 2021
and close to 3.0x in 2022. The FOCF-to-debt ratio is expected to
remain below 10% over the period."

Downside: S&P said, "A downgrade could occur if our view of the
credit quality of the wider INEOS group worsened. At INEOS Quattro,
we may lower our SACP if the company's adjusted debt to EBITDA
trended above 4.5x without near-term prospects of a recovery,
combined with FOCF-to-debt falling and consistently staying below
5%."

Upside: S&P sid, "Upside rating potential for INEOS Quattro is
constrained by our view on the credit quality of the wider INEOS
group. However, upside potential for our SACP on INEOS Quattro
could develop if its adjusted debt-to-EBITDA ratio and ratio of
FOCF to debt remained clearly and consistently in the 3.0x-4.0x and
10%-15% ranges, respectively."

Ratings score snapshot

Issuer credit rating: BB/Stable/--

Business risk: Satisfactory

-- Country risk: Low
-- Industry risk: Moderately high
-- Competitive position: Satisfactory
--  Financial risk: Aggressive

Cash flow/Leverage: Aggressive
Anchor: bb

Modifiers

-- Diversification/Portfolio effect: Neutral (no impact)
-- Capital structure: Neutral (no impact)
-- Liquidity: Adequate (no impact)
-- Financial policy: Neutral (no impact)
-- Management and governance: Fair (no impact)
-- Comparable rating analysis: Neutral (no impact)
-- Stand-alone credit profile: bb

-- Group credit profile: bb
-- Entity status within group: Core

INEOS Enterprises Holdings Ltd.
Primary analyst: Lucas Hoenn

S&P said, "The stable outlook signifies that the credit quality of
the wider INEOS group has improved and we expect supportive market
conditions across INEOS' products to help increase EBITDA and
reduce leverage across the group in 2021.

"In our view, INEOS Enterprises' good breadth of products will
continue to support its strong operating performance in 2021 and
2022. Demand for intermediates such as isopropyl alcohol (IPA, used
in hand sanitizer products), and for solvents, is likely to remain
high this year." In response, INEOS Enterprises launched a new
hygienics business in 2020 and invested EUR20 million to cover the
start-up costs.

Operating performance across the pigments, composites, and
intermediates segments is also likely to continue to improve.
Conditions in the automotive and durables sectors are now slowly
improving from the trough reached during the second quarter of
2020, which should support the company's results in 2021 and 2022.

S&P said, "We forecast revenue of about EUR2.2 billion in 2021 and
adjusted EBITDA of EUR385 million-EUR400 million, up from EUR357
million in 2020. Costs attributable to the new hygienics business
are likely to be modest in 2021, compared with 2020, and operating
expenses should fall further. As a result, incremental EBITDA from
these initiatives is forecast to reach about EUR15 million-EUR25
million by 2022. The adjusted EBITDA margin could reach 17.5%-18.5%
within the next two years, from the current 16.8%. In our view,
this is supported by INEOS Enterprises' record of reducing fixed
costs. It has achieved savings of EUR94 million to date, higher
than the EUR60 million originally planned since it completed
multiple acquisitions in 2019.

"We see INEOS Enterprises' credit metrics as favorably positioned
at the stronger end of the range commensurate with its 'bb' SACP
(adjusted debt to EBITDA of 3x-4x). We expect capex to increase to
EUR100 million-EUR120 million in 2021, from the EUR86 million spent
in 2020, which factors in prudent growth assumptions. Current
projects include several initiatives undertaken to increase
flexibility in assets, manage diversified feedstock sources, and
target improvements in composites and solvents. We assume that
adjusted debt to EBITDA will reduce to about 3.0x in 2021, from
3.4x as of end of 2020. The company will maintain adequate
liquidity and generate FOCF of at least EUR130 million, still below
15% adjusted debt in 2021. In our view, this offers prospects for
reducing leverage and could support further growth initiatives
without putting INEOS Enterprises' credit metrics and 'bb' SACP
under pressure."

Outlook

S&P said, "The stable outlook indicates that, in our view, the
credit quality of the wider INEOS group has improved. We anticipate
that supportive market conditions across INEOS' products will help
it to increase EBITDA and reduce leverage across the group in 2021,
from the relatively high level recorded in 2020.

"We expect INEOS Enterprises' revenue to remain resilient and
project further reduction in operating expenses in 2021, leading us
to forecast adjusted EBITDA of EUR385 million-EUR400 million and
FOCF of more than EUR130 million in 2021. In our base case, we
assume the company will sustain its ratio of adjusted debt to
EBITDA at about 3.0x in 2021, at the lower end of the 3x-4x range
we see as commensurate with the 'bb' SACP."

Downside: A downgrade could occur if S&P's view of the credit
quality of the wider INEOS group worsened. In addition, if adjusted
debt to EBITDA exceeded 4.0x and FOCF to debt fell below 10%
without a clear prospect of recovery at the company level, it would
depress the SACP, and thus the rating on INEOS Enterprises. This
could occur if S&P saw significant underperformance, an abrupt
deterioration in demand for or the price of titanium dioxide, or a
significant reduction in capacity, beyond our base case.

Upside: Upside rating potential for INEOS Enterprises is
constrained by S&P's view of the credit quality of the wider INEOS
group. However, it could revise the SACP on INEOS Enterprises if
its adjusted debt-to-EBITDA ratio improves consistently to below
3.0x and FOCF to debt remains about 15%-25% over 2021-2022.

Ratings score snapshot

Issuer credit rating: BB/Stable/--

-- Business risk: Fair

-- Country risk: Low
-- Industry risk: Moderately high
-- Competitive position: Fair
-- Financial risk: Significant

-- Cash flow/leverage: Significant
-- Anchor: bb

Modifiers

-- Diversification/portfolio effect: Neutral (no impact)
-- Capital structure: Neutral (no impact)
-- Financial policy: Neutral (no impact)
-- Liquidity: Adequate (no impact)
-- Management and governance: Fair (no impact)
-- Comparable rating analysis: Neutral (no impact)
-- Stand-alone credit profile : bb

-- Group credit profile: bb
-- Entity status within group: Moderately strategic (0 notches
from SACP)

  INEOS Quattro Holdings Ltd., Feb. 16, 2021

  Ratings List

  RATINGS AFFIRMED; OUTLOOK ACTION
                                      TO       FROM
  INEOS Enterprises Holdings Ltd.
  Ineos Group Holdings S.A.
  Ineos Holdings Ltd.
  INEOS Quattro Holdings Ltd.

  Issuer Credit Rating         BB/Stable/--    BB/Negative/--

  RATINGS AFFIRMED

  INEOS Enterprises Holdings II Ltd.
  INEOS Quattro Finance 2 Plc
  INEOS Styrolution Group GmbH
  INEOS US Petrochem LLC
  Ineos 226 Ltd
  Ineos Enterprises Holdings Us Finco Llc
  
   Senior Secured        BB
    Recovery Rating     3(60%)

  INEOS Finance PLC
  INEOS US Finance LLC

   Senior Secured        BB+
    Recovery Rating     2(75%)

  INEOS Quattro Finance 1 Plc
  Ineos Group Holdings S.A.

   Senior Unsecured      B+
    Recovery Rating     6(0%)


PUMPFIELDS REGENERATION: Council Raises Concerns Over Directors
---------------------------------------------------------------
Tom Duffy at Liverpool Echo reports that a campaigner has said she
"raised concerns" with Liverpool Council about the directors of a
property company which later collapsed into administration.

The Pumpfields Regeneration Company was behind plans to build
around 300 new apartments on the site of the old Lawtons office
building off Leeds Street, Liverpool Echo discloses.

According to Liverpool Echo, a report by administrators into PRC
recently revealed how there is now concern for GBP3,915,776 of
buyers' money after the company collapsed.

The Metalworks scheme has not been built and the site, off Leeds
Street, has become a haven for fly-tippers over recent years,
Liverpool Echo notes.

Now former Liberal Democrat councillor Josie Mullen has revealed
that she raised concerns with Liverpool Council about the
developers behind Metalworks in August 2018, Liverpool Echo
discloses.

Ms. Mullen has shown the ECHO emails she sent to the council in
which she linked some of the directors of PRC with controversial
property company North Point Global, Liverpool Echo relays.

The emails to senior council officers reveal that two directors of
PRC were former directors of North Point Global, according to
Liverpool Echo.

Both men have since resigned from PRC and North Point Global.

North Point Global was linked to a number of controversial stalled
sites in the city, including New Chinatown, Baltic House and North
Point Pall, Liverpool Echo states.

In January 2017, the Serious Fraud Office launched an investigation
into suspected fraud at the North Point (Pall Mall) Ltd and the
China Town Development Company Ltd., Liverpool Echo recounts.  The
SFO have said investigation is ongoing, Liverpool Echo says.

Both the directors identified by Ms. Mullen were former directors
of North Point Global, subsidiary company North Point (Pall Mall),
Baltic House Developments, and the Chinatown Development Company,
Liverpool discloses.  North Point Global is currently in a company
voluntary arrangement (CVA.), North Point (Pall Mall) is in
receivership, Baltic House Developments is in liquidation and the
Chinatown Development Company has been sold to a new owner,
according to Liverpool.

A spokesperson for Liverpool Council, as cited by Liverpool, said:
"The emails sent to the council regarding Metalworks were passed
onto the appropriate officers.  It's important to note, however,
that a council has no jurisdiction in the sale of land between two
private parties.

"That said, Liverpool City Council set up the Fractional Investment
and Development Scrutiny Panel to explore similar issues.

"The panel made 11 recommendations which were published last
August, many of which are now either being implemented or raised
with the relevant national bodies.  This work was praised in the
'Best Value' Inspection Report as an example of best practice on
development regulation."


STRATTON MORTGAGE 2021-3: S&P Gives Prelim BB Rating on Cl. F Notes
-------------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Stratton Mortgage Funding 2021-1 PLC's class A, B-Dfrd, C-Dfrd,
D-Dfrd, E-Dfrd, and F-Dfrd notes. At closing, Stratton Mortgage
Funding 2021-3 will also issue unrated classes Z and X notes.

S&P based its credit analysis on a preliminary pool of £271.1
million (as of Feb. 28, 2021). The pool comprises first-ranking
nonconforming, owner-occupied and buy-to-let mortgage loans that
are currently part of the Oncilla Mortgage Funding 2016- PLC and
Stratton Mortgage Funding portfolios.

BCMGlobal Mortgage Services Ltd. (formerly known as Link Mortgage
Services) is the servicer for the portfolio.

S&P said, "We rate the class A notes based on the payment of timely
interest. Interest on the class A notes is equal to the daily
compounded Sterling overnight index average (SONIA) plus a
class-specific margin.

"We treat the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd
notes as deferrable-interest notes in our analysis. Our preliminary
ratings on these classes of notes address the ultimate payment of
principal and interest." Under the transaction documents, once the
class B-Dfrd to D-Dfrd notes become the most senior, interest
payments will be paid on a timely basis. This is not the case for
the class E-Dfrd and F-Dfrd notes, which can continue to defer
interests. The class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd
notes pay interest based on daily SONIA capped at 8.0% plus a
margin.

S&P said, "Our preliminary ratings reflect our assessment of the
transaction's payment structure, cash flow mechanics, and the
results of our cash flow analysis to assess whether the notes would
be repaid under stress test scenarios. Subordination and excess
spread will provide credit enhancement to the class A to F-Dfrd
notes, which are senior to the unrated notes and certificates. The
liquidity reserve will be in place to provide liquidity support and
credit enhancement to the class A to D-Dfrd notes. Taking these
factors into account, we consider that the available credit
enhancement for the class A to F-Dfrd notes is commensurate with
the preliminary ratings assigned."

S&P Global Ratings believes there remains a high degree of
uncertainty about the evolution of the coronavirus pandemic.
Reports that at least one experimental vaccine is highly effective
and might gain initial approval by the end of the year are
promising, but this is merely the first step toward a return to
social and economic normality; equally critical is the widespread
availability of effective immunization, which could come by the
middle of next year. S&P said, "We use this assumption 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

  CLASS   PRELIM. RATING*   CLASS SIZE (%)
  A         AAA (sf)           79.75
  B-Dfrd    AA+ (sf)            6.50
  C-Dfrd    A+ (sf)             4.25
  D-Dfrd    A (sf)              2.00
  E-Dfrd    BBB (sf)            2.00
  F-Dfrd    BB (sf)             2.00
  Z1        NR                  3.50
  Z2        NR                  1.85
  X1        NR                   TBD
  X2        NR                   TBD

*S&P's preliminary ratings address timely receipt of interest and
ultimate repayment of principal for the class A notes, and the
ultimate payment of interest and principal on the other rated
notes.
NR--Not rated.
TBD--To be determined.


TRANSPORT FOR LONDON: Nears GBP1-Bil. Rescue Deal with Ministers
----------------------------------------------------------------
Jim Pickard at The Financial Times reports that ministers are close
to striking a GBP1 billion rescue deal for Transport for London
(TfL) -- its fourth in a year -- under which it will have to accept
a further, immediate budget cut and identify new money-raising
schemes.

After months of sometimes acrimonious talks between the Department
for Transport and TfL, the two sides are close to a deal that will
mean the transport authority will have received GBP4.9 billion in
emergency funding since the start of the Covid-19 pandemic, the FT
relates.

An outline agreement will require TfL -- which is chaired by Labour
mayor Sadiq Khan -- to find GBP300 million savings in the current
financial year, the FT discloses.

In addition, the government has ordered TfL to identify between
GBP500 million and GBP1 billion a year of new annual income-raising
measures from April 2023, the FT relays, citing officials on both
sides of the negotiations.

According to the FT, these new financial demands come on top of an
existing agreement for the transport authority to find GBP730
million a year of annual spending cuts by the middle of this
decade.

The rescue package of about GBP1 billion will cover roughly six
months of TfL's budget until the Treasury's comprehensive spending
review at the end of this year, the FT notes.

At that point, the authority is likely to need further financial
support unless there is an unexpectedly sharp recovery in passenger
numbers, which remain severely depressed as a result of the various
emergency coronavirus measures, the FT states.

The 15-month long pandemic has had a catastrophic impact on TFL
income.  Even if the government lifts the final lockdown
restrictions towards the end of June, London's transport system is
expected to remain below-capacity as people continue to work from
home, the FT says.

At the same time, TfL's debt burden has reached the "limits of
affordability", according to internal documents, which prevents it
from borrowing significant sums in future, the FT notes.

Ministers have bailed out the transport authority four times during
the pandemic, the FT recounts.  TfL received GBP1.6 billion in May
and GBP1.8 billion in November last year in return for cuts to fare
concessions, the FT relays.  In March, it received emergency
funding worth about GBP500 million to support the network until
after the May elections, the FT discloses.

TfL's finances were under pressure after the Conservative
government gradually withdrew a central grant that used to provide
GBP700 million a year, the FT states.

That has left the authority almost entirely dependent on fare
income apart from one-off injections of state cash for
infrastructure projects such as Crossrail, according to the FT.


[*] UK: Water Retailers Face Collapse Due to Unpaid Water Bills
---------------------------------------------------------------
Gill Plimmer at The Financial Times reports that businesses racking
up unpaid water bills during the pandemic have pushed water
retailers to the brink, according to industry suppliers.

The UK Water Retailer Council (UKWRC), which represents 18
suppliers, has commissioned an independent report that also warns
that pricing is unfair to customers and that some businesses are
paying higher bills than necessary, the FT relates.

According to the FT, most participants in the market were
lossmaking before the pandemic but an increase in non-payments
during lockdown has piled on the pressure.  There is now a
"material risk of systemic retailer failure", said the report by
the consultancy Economic Insight, the FT notes.

If a provider collapsed there is a risk that "customers would be
'stranded' without a retailer for a period of time", the report
added.  The industry, as cited by the FT, said low margins in the
sector also meant that water retailers were unable to invest in the
service and deliver the improvements promised at the time the
market was opened to liberalisation.

The industry warning comes four years after the economic regulator
Ofwat introduced reforms to allow non-household customers, which
include supermarkets, charities, public sector bodies and
retailers, to switch their billing arrangements to any water
supplier in the country or to new independent market entrants, the
FT notes.

The study found the actual cost of serving the smallest customers
in the market -- who consume less than 1,400 litres a day -- is
more than 50% higher than they are allowed to charge by Ofwat, and
that these customers account for about 70% of the entire market,
the FT states.

The study found larger water customers such as pubs and restaurants
are being charged more so that they can subsidise smaller
businesses, according to the FT.

Water retailers are allowed to charge smaller customers GBP78 a
year for services -- in addition to the cost of the water -- but
the report says the actual average cost is GBP121 a year, which
covers the cost of metering, scheduling site visits, invoicing and
dealing with problems, the FT discloses.

According to the FT, John Reynolds, chief executive of Castle
Water, which took over Thames Water's business customers, said the
charges were "completely unfair" for many of the smallest
customers.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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                * * * End of Transmission * * *