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

                          E U R O P E

          Wednesday, June 23, 2021, Vol. 22, No. 119

                           Headlines



A R M E N I A

ACBA BANK: Fitch Affirms 'B+' LongTerm IDR, Outlook Negative


A U S T R I A

AMS AG: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


D E N M A R K

DFDS A/S: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings


F R A N C E

COLISEE GROUP: S&P Lowers ICR to 'B-' on Increased Debt
ZF INVEST: Moody's Assigns 'B2' CFR, Outlook Stable


G E R M A N Y

CONSUS REAL ESTATE: S&P Withdraws 'BB-' LT Issuer Credit Rating
K+S AKTIENGESELLSCHAFT: Egan-Jones Retains B- Unsec. Debt Ratings
MINIMAX VIKING: Moody's Alters Outlook on B1 CFR to Positive
WIRECARD AG: Former EY Partner Takes Legal Action Over Report
WIRECARD AG: German Police Raids Home and Office of Ex-Chair

[*] GERMANY: Targets EUR99.7BB in Additional Borrowing Next Year


I R E L A N D

AER LINGUS: Needs Extra Liquidity Due to COVID-19 Disruptions
ARMADA EURO V: Moody's Assigns (P)B3 Rating to EUR9MM Cl. F Notes
AURIUM CLO II: Moody's Assigns (P)B2 Rating to Class F Notes
CARLYLE EURO 2017-1: S&P Assigns Prelim. B- Rating on E-R Notes
CVC CORDATUS XVII: Moody's Gives (P)B3 Rating to EUR16.2MM F Notes

IRISH NATIONWIDE: Former Exec Banned for Breaking Banking Rules
NORTHWOODS CAPITAL 21: Moody's Gives B3 Rating to EUR16MM F Notes
PERRIGO CO: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings


I T A L Y

ENI SPA: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings
POPOLARE BARI 2017: Moody's Lowers Class A Notes Rating to B1


L U X E M B O U R G

BEFESA SA: Moody's Affirms Ba2 CFR on American Zinc Acquisition


N E T H E R L A N D S

TITAN HOLDINGS II: Fitch Assigns FirstTime 'B(EXP)' LongTerm IDR


N O R W A Y

NORWEGIAN AIRLINES: Plans to Ditch Irish Operator Certificate


R U S S I A

ALMALYK MMC: S&P Assigns 'B+' LongTerm ICR, Outlook Stable
PETERSBURG SOCIAL: Moody's Affirms 'B2' Bank Deposit Rating
POLYUS PJSC: Fitch Raises LongTerm IDR to 'BB+', Outlook Stable


S P A I N

CODERE SA: Fitch Affirms 'C' LongTerm IDR
IM ANDBANK 1: Moody's Gives (P)Ba3 Rating to EUR5.2MM Cl. C Notes


S W E D E N

HEIMSTADEN BOSTAD: S&P Rates New Unsecured Sub. Hybrid Notes 'BB+'


U N I T E D   K I N G D O M

ANGLIAN OSPREY: Moody's Upgrades Sr. Secured Bond Ratings to Ba1
CAMELOT UK: Moody's Affirms B2 Corp. Family Rating, Outlook Stable
CANADA SQUARE 2021-2: Moody's Assigns (P)B1 Rating to Cl. X Notes
CANADA SQUARE 2021-2: S&P Assigns Prelim. B- Rating on X Notes
CLARA.NET HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable

OSPREY ACQUISITIONS: Fitch Places 'BB-' LT IDR on Watch Positive
SILENTNIGHT: KPMG Faces GBP15MM+ Fine Over Sale of Business
VOYAGE BIDCO: Moody's Affirms B2 CFR on Solid Performance
WILLIAM HILL: Moody's Cuts CFR to B1 on Caesars Entertainment Deal

                           - - - - -


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A R M E N I A
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ACBA BANK: Fitch Affirms 'B+' LongTerm IDR, Outlook Negative
------------------------------------------------------------
Fitch Ratings has affirmed the Armenia's ACBA BANK Open Joint-Stock
Company's (ACBA) Long-Term Issuer Default Rating (IDR) at 'B+' with
a Negative Outlook.

KEY RATING DRIVERS

IDRs, VIABILITY RATING, SENIOR DEBT RATING

ACBA's IDR and senior debt rating are driven by the bank's
intrinsic strength, as captured in its Viability Rating (VR) of
'b+'. The VR is significantly influenced by Fitch's assessment of
the potentially cyclical operating environment in Armenia and
resulting credit risks from the highly-dollarised and concentrated
local economy. The Negative Outlook on the Long-Term IDR reflects
Fitch's view of residual downside risks to the bank's credit
profile due to the lag effect from the economic downturn, keeping
asset quality and solvency metrics under pressure in the near
term.

The Armenian economy has been significantly affected by the
coronavirus pandemic and the military conflict between Armenia and
Azerbaijan in late 2020, leading to a real GDP contraction of 7.6%
in 2020 (vs. the 'B' median contraction of 4.2%). Fitch expects the
economy to recover moderately by 3.2% in 2021 and 4.0% in 2022,
which should support banks' prospects for credit growth and revenue
generation. At the same time, Fitch believes that the full extent
of downturn has not yet been reflected in banks' asset quality
metrics in 2020-1Q21 and problem loan recognition will continue in
2021 and potentially in 2022. Some risk aversion and continuing
business uncertainty still weigh on growth appetite, further
constraining potential for near-term profitability improvements.

ACBA mainly takes credit risk from its loan book, which accounted
for 66% of total assets at end-2020. The share of impaired loans
(Stage 3 plus purchased or originated credit impaired) remained
moderate at 5% of gross loans at end-2020 (2019: 3.4%), after
write-offs and modest lending growth. Total loan loss allowance
(LLA) coverage of impaired loans was a reasonable 76% at end-2020.
Furthermore, Stage 2 exposures were equal to 8% of loans at
end-2020, representing moderate additional risks for the asset
quality metrics, and were by 8% covered by specific LLAs.

ACBA's exposure to the agricultural sector (31% of loans) softened
the pandemic's impact on the bank's financial metrics due the
relative stability of the segment in 2020. The bank's exposure to
more vulnerable tourism and hospitality sectors is insignificant.
Single-name concentrations are low, reflecting the bank's primary
retail lending focus, and relatively low dollarisation of the loan
book (end-1Q21: 27% at ACBA vs the sector average of 50%). However,
ACBA is significantly exposed to unsecured retail lending (25% of
gross loans, or 125% of the bank's Fitch Core Capital, FCC), an
area of heightened risk due to high unemployment and households'
generally high indebtedness.

Low profitability is a relative weakness, with ACBA's operating
profit to regulatory risk-weighted assets (RWAs) ratio at only 0.7%
in 1Q21 (annualised; 2020: 0.9%; 2019: 2.5%). Core earnings
remained stable, with the net interest margin averaging 7% for the
last several years. However, its bottom line is affected by
relatively high operating expenses 1Q21: 63% of gross revenues;
2020: 55%) and elevated loan impairment charges (1Q21: 2.7% of
average loans, annualised; 2020: 3.2%: 2019: 0.5%). The return on
average equity was a modest 4% in 2020-1Q21 (2019: 11%).

ACBA's FCC to regulatory RWAs ratio was an adequate 14.6% at
end-1Q21. Net impaired loans (net of total LLAs) were a low 6% of
FCC at end-2020, but downside risks to capital remain given asset
quality vulnerabilities. ACBA's regulatory core capital ratio was
tighter due to deductions in local accounts, standing at 11.8% at
end-1Q21 vs. the minimum level of 9.0%.

ACBA is funded by a large customer deposit base constituting 66% of
total liabilities at end-1Q21. A notable share of foreign funding
is from international financial institutions, equal to 18% of total
liabilities. Liquidity is relatively tight with a high
loan-to-deposit ratio of 122%. Fitch estimates that its liquid
assets (cash and short-term interbank placements) net of short-term
wholesale debt repayments could only withstand an outflow of a low
3% of customer accounts at end-1Q21. Additional liquidity sources
include unpledged government securities of the Republic of Armenia
(8% of total customer accounts). ACBA may also rely on refinancing
maturing external debt.

SUPPORT RATING AND SUPPORT RATING FLOOR

The bank's Support Rating Floor of 'No Floor' and Support Rating of
'5' reflect Fitch's view that the Armenian authorities have limited
financial flexibility to provide extraordinary support to the bank,
if necessary, given the banking sector's large foreign-currency
liabilities relative to the country's international reserves. Fitch
does not factor potential support from the private shareholder into
ACBA's ratings, as it cannot be reliably assessed.

RATING SENSITIVITIES

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

-- A downgrade of ACBA's ratings could result from a material
    deterioration in the operating environment that would lead to
    a sharp increase in problem assets, especially if its impaired
    loans ratio rises above 10%, leading to weaker profitability
    that would be insufficient to absorb increased credit costs.
    Weaker solvency metrics, particularly its regulatory capital
    ratios falling sustainably below a 100bps buffer over the
    minimum required levels, could also lead to a downgrade.

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

-- An upgrade of the ratings is currently unlikely, given the
    Negative Outlook on the IDR. The Outlook could be revised to
    Stable following a sustained stabilisation in the operating
    environment and the bank's financial metrics.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

ACBA has a '3' score for 'Exposure to Environmental Impacts'
factor, which reflects the potential credit impact of adverse
weather conditions on the bank's asset quality given its
significant exposure and relevance to the agricultural sector in
Armenia.

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




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A U S T R I A
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AMS AG: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
--------------------------------------------------------
Fitch has affirmed Austria-based diversified industrial company ams
AG's Long-Term Issuer Default Rating (IDR) and senior unsecured
rating at 'BB-'. The Outlook on the IDR is Stable.

The ratings of ams reflect the still significant execution and
integration risk associated with its OSRAM acquisition, which may
result in lower cash flows than Fitch's expectations, limiting the
company's debt-reduction capacity. Rating strengths are an improved
business profile as the acquisition of OSRAM has increased its
scale and the diversification of its end-markets.

KEY RATING DRIVERS

Execution and Integration Risks Remain: Through its acquisition of
OSRAM, ams has more than doubled its revenue base and diversified
into a product range beyond its previous core technological
capabilities. While it has made solid progress on initial synergy
extraction and cost-structure improvement, operational integration
between the two entities, expected full synergy benefits and asset
disposal completions still carry significant risks of delay. Cash
flows lower than Fitch's expectations in the coming two to three
years could lead to rating pressure. Conversely, rating headroom
will grow with better-than- expected cash generation.

High Leverage Likely to Reduce: Expected gross and net funds from
operations (FFO) leverage will be high for the rating at end-2021,
at around 3.5x and 3x, respectively. Fitch expects that over the
medium term management will prioritise debt repayment from free
cash flow (FCF) and broadly align the capital structure with 'BB'
category expectations. Fitch expects that by end-2023, gross and
net leverage should improve to under 3x and 2x, respectively.

Strong FCF: Fitch expects ams's FCF margin to be lower in 2021 than
in 2020, partly as a result of significant integration costs and
higher acquisition-debt expenses. Fitch expects FCF to stabilise
around 4% of revenue on a sustained basis beyond 2021 as synergy
benefits will likely become tangible, which would be viewed as
strong for the rating, and allow for meaningful debt reduction.

Acquisition Improves Business Profile: The OSRAM acquisition has
significantly altered ams's business profile. It has given the
company greater scale, a broader product range, access to a wider
variety of end-markets and improved bargaining power with
suppliers. Nevertheless, the diversification of the company remains
modest with a material reliance on certain customers, especially in
consumer end-markets, and exposure to cyclical end-markets such as
the automotive sector.

Part Ownership Could Limit Improvement: While ams aims to acquire
the remaining 28% of OSRAM shares it does not own, the rating
factors in Fitch's assumption that ams will not attain 100% of
OSRAM shares end-2021. This will lead to cash leakage from paying
dividends to OSRAM minority shareholders and therefore lower cash
flow margins. This will result in a somewhat structurally weaker
financial profile but should not, in Fitch's view, place additional
pressure on the rating. However, it may affect the timing of a
positive rating action.

DERIVATION SUMMARY

ams' credit profile is broadly in line with that of diversified
industrial peers rated in the 'BB' category, given the company's
leading share in global automotive and sensor solutions, reasonable
geographic concentration and strong profitability and cash flow
generation. It compares favourably with US technological 'BB'
category peers in profitability and cash flow margins, but has
higher leverage and customer concentration.

The closest peer in the diversified and manufacturing sector is
Borets International Limited (BB-/Negative), which has less
geographic concentration. Borets' profitability is somewhat close
to ams' with margins at around 30%. However, in the short term ams'
leverage will remain high for the 'BB' category, a key constraint
on the 'BB-' rating.

Microchip Technoloy Inc (BB+/Stable) has better profitability, at
35%-40%, relative to ams' mid-20%, and stronger FFO margins,
supporting a higher tolerance in leverage metrics, which are driven
by acquisitions. STMicroelectronics N.V. (BBB/Stable) has slightly
better FFO margins than ams but a materially lower leverage
profile, with gross and net leverage around 1x ans 0x,
respectively.

KEY ASSUMPTIONS

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

-- Revenue growth in mid-single digits across both the
    semiconductors and lamps & systems divisions, driven by
    favourable structural market dynamics and recovery from
    pandemic-affected 2020 levels;

-- Gradual margin improvement stemming from cost-cutting measures
    taking effect and synergies between the old ams and OSRAM
    businesses, as well as the disposals of weaker-performing
    assets;

-- Capex at around 10% of revenue each year between 2021 and
    2024;

-- No dividend payments in the short-to-medium term;

-- Disposal of non-core OSRAM assets to be completed by mid-2022
    for around EUR500 million in total.

RATING SENSITIVITIES

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

-- FCF margin above 5%;

-- Improved diversification of the customer base;

-- Reduced integration risk pertaining to the OSRAM acquisition;

-- Gross leverage below 3x.

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

-- Failure to integrate and restructure OSRAM with materially
    weak cash flows after 2021; FCF margin below 1% after 2021;

-- Gross leverage above 4x after 2021;

-- Net leverage above 3x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: ams had around EUR1.5 billion of cash and
cash-equivalents at end-Q121, after adjusting for EUR100 million of
restricted cash for working-capital swings. The company also had a
EUR450 million undrawn, committed RCF facility maturing in 3Q22 and
a EUR750 million bridge facility, also currently undrawn, maturing
in November 2021 with a six month extension option. In the
short-to- medium term, Fitch expects aims to continue generating
strong FCF margins of around 5% and a stable cash balance at around
EUR1.4 billion - EUR1.6 billion.

Debt Structure: ams has an even debt maturity profile. Currently it
has a total of EUR1.3 billion of convertible bonds, a total of
EUR1.2 billion of senior notes issued in 2020 split between EUR850
million and USD450 million, promissory notes of EUR268 million and
unsecured bank facilities of EUR434 million. The RCF and bridge
facility were fully undrawn as of June 2021. ams had also utilised
around EUR50 million of its factoring facility as at June 2021; the
total amount of the facility is EUR95 million.

ISSUER PROFILE

Austria-based ams designs and manufactures high-performance sensor
solutions for applications requiring the highest level of
miniaturisation, integration, accuracy, sensitivity and lower
power. The company's products include sensor solutions, sensor ICs,
interfaces and related software for mobile, consumer,
communications, industrial, medical, and automotive markets.
Through its acquisition of OSRAM in 2020, ams also became a global
leader in lighting technology with a growing focus on sensors,
visualisation and light-based treatments.

ESG CONSIDERATIONS

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




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D E N M A R K
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DFDS A/S: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on June 11, 2021, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by DFDS A/S.

Headquartered in Copenhagen, Denmark, DFDS A/S provides passenger
and freight shipping services, and offers shipping related
logistics solutions.




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

COLISEE GROUP: S&P Lowers ICR to 'B-' on Increased Debt
-------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating and
issue rating on France-based nursing homes operator Colisee Group's
EUR1.025 billion term loan B (including the proposed EUR150 million
add-on) to 'B-' from 'B'.

The stable outlook reflects S&P's expectation that Colisee will
improve its profitability and EBITDA trajectory, enabling it to
gradually decrease leverage and comfortably service debt in the
next 12-18 months.

Colisee's more aggressive financial policy than S&P Global Ratings
anticipated, combined with high starting leverage, reduce prospects
for adjusted leverage to decrease below 7x by 2022. S&P said, "The
company accelerated the pace of debt-funded acquisitions in
first-quarter 2021, spending EUR150 million-EUR160 million on nine
acquisitions in France and Spain, well above our previous
expectations of EUR40 million of yearly acquisition spending for
the group. Of the total, EUR90 million funded the real estate
acquisition for nursing homes. The company financed these almost
entirely with drawdowns under its EUR175 million RCF, which it now
intends to pay down using the proceeds of the EUR150 million
proposed add-on. At the same time, the group's other debt
(including mainly real estate debt) increased to EUR100
million-EUR110 million as of March 2021 from EUR25 million at the
end of October 2020. We forecast these issuances will lead to an
S&P Global Ratings-adjusted debt-to-EBITDA ratio of about 8.0x by
end-2021 (pro rata the EBITDA contributions from the acquisitions)
compared with our initial projection of 7.0x-7.5x. Thereafter, we
assume leverage will remain above our expectations, with the
increase in debt offset by the enlarged entity's higher revenue,
EBITDA, and expected synergies, improving to 7.0x-7.5x in 2022."

S&P said, "We apply a negative comparable rating analysis modifier
because, in our view, the company's combined credit metrics do not
provide sufficient headroom for unexpected operating or financing
challenges.Under our base-case scenario, we assume adjusted EBITDA
of EUR300 million-EUR310 million in 2021 improving to EUR325
million-EUR335 million in 2022, against adjusted debt of EUR2.4
billion. Our adjusted debt mainly consists of a EUR1.025 billion
term loan B (including the proposed EUR150 million add-on), about
EUR1.2 billion of leases, EUR100 million-EUR110 million of other
debt (including mainly real estate debt), and about EUR5 million in
pension liabilities. We do not deduct cash. We continue to forecast
the company will generate positive free operating cash flow (FOCF)
after lease payment of EUR25 million-EUR30 million in 2021 and
EUR45 million-EUR50 million in 2022, improving from negative FOCF
of EUR27.9 million in 2020. However, following the proposed
issuances, the group's reported gross financial debt will surpass
EUR1.2 billion, which we believe further prolongs the deleveraging
path and weakens the debt cash-flow payback ratios compared with
our previous base-case scenario.

"We believe opportunistic bolt-on M&A transactions will continue in
the next 12 months, and Colisee's ability to gradually deleverage
is conditional upon a prudent funding mix and delivery of expected
synergies. We assume that the company will remain among the leading
groups in the private nursing home market in its core countries of
France, Belgium, and Spain. Although the group slowed acquisitions
during the pandemic, we assume its pipeline will remain strong in
the next 12 months, reflecting additional opportunities following
the pandemic because less-financially sound operators could seek to
sell. As a result, we believe that Colisee's ability to gradually
deleverage will depend on it consistently generating FOCF in line
with our base-case scenario to self-fund bolt-on acquisitions and
smooth integration for cost synergies. We view positively
management's track record in achieving S&P Global Ratings-adjusted
margin improvement.

"We assume Colisee's property portfolio will remain mostly
leasehold, although ownership of real estate assets could increase
in the next 12 months, which we view positively if prudently
financed.The company leases most of its clinics and its real estate
strategy is to remain asset-light. Nevertheless, it could
opportunistically acquire real estate from nursing homes it
operates to strengthen its balance sheet and capture additional
value from revamping the home buildings in the next 12 months. For
instance, the group bought the real estate for five of its homes in
first-quarter 2021, benefiting its coverage ratios since health
care service providers are price-takers and rent adds to
already-high fixed costs. We assume Colisee's EBITDA can
comfortably cover fixed charges, including cash interest of EUR40
million-EUR45 million (excluding lease-related interest) and rental
payments of EUR150 million-EUR160 million, by more than 1.6x in the
next 12 months. This compares negatively to closest peers
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@5df78f3f
(B/Stable/--) at 1.7x-1.8x and
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@13a1d056
(B/Stable/--) at 2.4x-2.6x, so any sale-and-leaseback transactions
would represent a credit risk, in our view.

"We continue to assess Colisee's business risk profile as fair.
This is because of the group's leading positions in France and
Belgium, two markets with favorable regulation and transparent
reimbursement trends; sound profitability; and volumes, supported
by long-term positive demographic trends. Colisee's 2020 earnings
remained relatively resilient amid difficult conditions due to the
COVID-19 pandemic, reflecting state support that somewhat mitigated
a decline in occupancy. We anticipate a strong recovery of EBITDA
from 2021, fueled by a gradual rise in occupancy rates to optimal
levels, which should happen in 2021 in France (as of end-May,
occupancy rates reached 96.9%, compared with about 98.0%
prepandemic) and by 2022 in Belgium and Spain (as of end-May,
occupancy rates reached 87.7% and 85.3%, respectively, compared
with about 92% for both prepandemic). In our view, the positive
underlying market fundamentals and regulatory framework will enable
quick normalization of volumes to prepandemic levels, due to
limited bed supply in France and bed-license caps in Belgium. We
also anticipate EBITDA will benefit from the integration of
recently acquired assets and better control over the cost base,
supported by the group's recent initiatives, including intensifying
commercial activity to drive occupancy rates, active rent
renegotiation, and cost-saving initiatives. We still factor some
volatility relating to staff cost inflation in the next 12 months.

"The stable outlook reflects our forecast that Colisee will
continue to integrate acquisitions while improving profitability to
26.5%-27.5% and increasing FOCF. We assume the company will
continue to take an active part in the consolidation of the nursing
homes industry, leading to leverage of close to7.5x-8x over the
next 12 months. The outlook takes into account our assumption that
the group will benefit from earnings diversity and increased
geographical scale, with highly regulated frameworks and favorable
state support. We also assume the group continue to achieve
significant occupancy rates improvement at existing and recently
acquired homes reflecting gradual normalization of occupancy rates
to prepandemic levels benefiting from the restart of the commercial
activity, vaccination progress, and strong control over costs,
especially staff costs, enabling it to cover comfortably its rents
and interest payments.

"We could take a positive rating action if Colisee significantly
outperforms our projections, resulting in deleveraging comfortably
below 7x. This could happen if the company delivers consistent and
sustainable growth in EBITDA and decelerate the pace of debt-funded
acquisitions, supported by sizable FOCF and disciplined capital
allocation.

"We could lower the ratings either if we see increasing risk of
unsustainable capital structure because of high debt burden or
because of pressure on liquidity. The most likely cause would be
unexpected operational setbacks leading to a material deterioration
in profitability and cash flow, accompanied by increasing
debt-financed acquisitions which would prevent leverage
reduction."


ZF INVEST: Moody's Assigns 'B2' CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
to ZF Invest ("Prosol" or the "Company") and a B2-PD probability of
default rating. Concurrently, Moody's assigned a B2 rating to the
EUR1,382 million senior secured term loan B due 2028 and a B2
rating to the EUR250 million senior secured revolving credit
facility due 2027 to be raised by Prosol. The outlook assigned is
stable.

The proceeds of the term loan B will be used alongside EUR138
million cash to repay the existing EUR759 million term loan B and
to repay approximately EUR695 million of outstanding convertible
bonds and EUR46 million preference shares held by Ardian and its
co-investors, as well as pay transaction fees. Following the
transaction Ardian remains the majority shareholder of Prosol.

RATINGS RATIONALE

The B2 corporate family rating (CFR) of the company reflects (1)
its presence in the fresh food market, which grows more quickly
than the traditional French grocery market thanks to the growing
customer preference for healthy products; (2) its swift earnings
growth on the back of robust like--for-like sale growth rates and
store openings, boosted in the last 12 months by the coronavirus
pandemic; (3) its high profitability, with Moody's-adjusted EBITDA
margins expected at around 10% in the next 12-18 months; and (4)
its ability to source high quality products from farmers thanks to
their close relationships.

Still, the company's rating is weakly positioned in the B2 rating
due to its high leverage, with a Moody's-adjusted (gross)
debt/EBITDA expected to be around 7.2x in the fiscal year ending
September 2021 (fiscal 2021) pro forma the refinancing and the
company's aggressive financial policy in light of the proposed
dividend recapitalization, which would appear to imply a high
propensity to favor shareholders over creditors. Moody's expects
leverage will be higher still at around 7.9x in fiscal 2022
reflecting stabilization of revenues due to a normalization of
consumption habits once coronavirus-related restrictions ease, and
there is a gradual reopening of restaurants and the investment
policy of the company opening up to 50 stores in Italy and France
next fiscal year, which temporarily deteriorates the EBITDA margin
due to the ramp-up phase of new stores.

The leverage increase in fiscal 2022 takes also into account the
ramp up costs linked to the growth of Prosol's digital business,
convenience stores and Italian operations. As these activities ramp
up, Moody's expects Prosol will reduce its leverage below 7.5x in
the next 18-24 months. Moody's calculations of Prosol's leverage
also include around EUR189 million of convertible bonds at ZF
Invest, which, even if Moody's recognizes that these convertible
bonds have equity like characteristics and are fully subordinated
to the company's debt, do not meet the requirements for equity
treatment under Moody's Hybrid Equity Credit methodology. Moody's
gross adjusted leverage excluding the EUR189 million outstanding
convertible bond would be 6.5x in fiscal 2021 and 7.0x in fiscal
2022.

Additionally the rating is constrained by (1) the company's
ambitious expansion plan, because new operations undergo a ramp-up
phase before reaching break even and this in turn initially
depresses earnings and free cash flows; and (2) the concentration
of its earnings in France, which accounts for most of the company's
EBITDA because the company's recently launched Italian operations
and digital rollout are dilutive in terms of earnings in their
ramping phase.

LIQUIDITY

Prosol's liquidity is adequate because of the EUR250 million
undrawn RCF, the expectation of around EUR80 million cash on
balance sheet following the transaction, positive working capital
through all quarters with the peak in the third quarter, but
negative free cash flow in most quarters during the next 12-18
months because of high capital expenditure in relation with the
investment policy of the company.

Moody's expects that the company will generate solid free cash flow
from 2023 on the back of strong earnings growth and high margins,
and be able to cover capital expenditure needs which will be around
5% of sales (excluding lease payments).

The RCF will be subject to a 11.0x net leverage ratio covenant
tested when drawings net of cash exceed 40% of total commitments.
There will be around EUR68 million of debt outstanding from the
previous capital structure after the transaction, most of which
will mature in the next 5 years. The new TLB will mature in 2028.

STRUCTURAL CONSIDERATIONS

The EUR1,382 million senior secured term loan B to be issued by ZF
Invest and the EUR250 million senior secured revolving credit
facility to be issued by ZF Invest are rated B2, in line with the
CFR. This reflects the pari passu capital structure and the
presence of upstream guarantees from material subsidiaries of the
group. The outstanding EUR189 million convertible bonds are fully
subordinated to the senior secured debt.

The B2-PD probability of default rating, in line with the CFR,
reflects Moody's hypothetical recovery rate of 50%, which Moody's
believe is appropriate for a capital structure comprising bank debt
and with a single springing covenant under the RCF with significant
headroom.

OUTLOOK

The stable outlook reflects Moody's expectation that robust
like-for-like growth and high profitability will enable the company
to achieve and maintain a Moody's-adjusted (gross) debt/EBITDA
trending below 7.5x in the next 18 to 24 months despite losses
arising from store openings, the company's digital rollout and its
Italian operations. Moody's outlook also assumes that Prosol will
resume generating positive free cash flow within 24 months, once
investment costs related to the start up of new operations reduce.

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

Upward pressure on the ratings could arise in the event there is a
sustained decline in Moody's-adjusted (gross) debt/EBITDA ratio to
comfortably below 6.5x, a significant rise in Moody's-adjusted free
cash flows to greater than 5% FCF to debt as well as a track record
of a more prudent financial policy.

Downward pressure on the ratings could arise if Moody's-adjusted
(gross) debt/ is sustainably above 7.5x, for instance because of a
sharper fall in fresh food sales once coronavirus-related
restrictions ease. Negative rating action could also occur if there
is a deterioration in the company's liquidity profile, which could
include an inability to generate positive Moody's-adjusted free
cash flow. Moody's could also consider downgrading the rating in of
the event there is a material financial underperformance of Grand
Frais' partners if this leads to a disruption in footfall in Grand
Frais stores.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail Indsutry
published in May 2018.

COMPANY PROFILE

Headquartered in Chaponnay, France, Prosol is the largest member of
the Grand Frais group, a store network focused on fresh quality
products. Each Grand Frais store is 1,000 square meters large and
sells five different types of products: fruit and vegetable, fish
and dairy, which are managed by Prosol and meat and grocery
products, which are managed by third parties.

Prosol controls 50% of the Grand Frais group and the remainder is
equally split between two private companies, Calsun and Despinasse.
Prosol generated EUR1.9 billion of revenue in fiscal 2020 with 260
stores (including its Italian and proximity stores) as of September
30, 2020.

Prosol was founded by Denis Dumont, who retains a minority stake
and exerts a meaningful influence on the group's strategy. The
company is managed by an experienced team led by Herve Vallat, the
CEO, who joined the company in 2014, Fabien Kermorgant, the Deputy
CEO, who joined the company in 2019, and Pierre Leverger, the CFO,
who joined Prosol in 2018. Prosol's majority shareholder is Ardian,
a European private equity company.




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

CONSUS REAL ESTATE: S&P Withdraws 'BB-' LT Issuer Credit Rating
---------------------------------------------------------------
S&P Global Ratings has withdrawn its 'BB-' long-term issuer credit
rating on Consus Real Estate AG, and the 'B+' issue rating on its
debt, at the company's request. The outlook was stable at the time
of the withdrawal.

S&P based its rating and outlook on Consus on its strategic
importance to its parent, Adler Group S.A. (BB/Stable/B). In our
view, Consus benefits from extraordinary support from the group.

Consus' outstanding bond of EUR450 million (notional amount), with
a 9.625% coupon, has been refinanced at the Adler group level from
a new EUR500 million bond issuance, with a 2.25% coupon.


K+S AKTIENGESELLSCHAFT: Egan-Jones Retains B- Unsec. Debt Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 9, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by K+S Aktiengesellschaft. EJR also maintained its 'C'
rating on commercial paper issued by the Company.

Headquartered in Kassel, Germany, K+S Aktiengesellschaft
manufactures and markets within the fertilizer division standard
and specialty fertilizers to the agricultural and industrial
industries worldwide.


MINIMAX VIKING: Moody's Alters Outlook on B1 CFR to Positive
------------------------------------------------------------
Moody's Investors Service has changed the outlook to positive from
stable and affirmed the B1 corporate family rating of German active
fire detection and protection solutions provider Minimax Viking
GmbH. Concurrently, Moody's has affirmed the B1 instrument ratings
on the group's senior secured bank credit facilities and affirmed
the probability of default rating of Minimax at B1-PD.

RATINGS RATIONALE

The outlook change to positive recognises Minimax's solid
performance during 2020 and year-to-date April 2021 and Moody's
expectation that the company will continue to improve its credit
metrics and maintain a solid liquidity profile in the next 12-18
months. In 2020, Minimax's revenue has declined by only 1.2%
year-on-year (adjusted for FX effect) and has improved its
profitability despite the challenging operating environment due to
the pandemic, in particular in its Asian business. As a result, the
company-adjusted EBITDA has improved to EUR239 million (or by 3.4%
year-on-year adjusted for FX effect) in 2020. Minimax's reported
EBITDA (including the negative FX effect) stood at EUR231 million
in 2020, which was up from prior year level of EUR230 million. In
addition, the company has continued to generate solid free cash
flow (FCF), which amounted to around EUR100 million in 2020,
supported by predominantly earnings growth, but also by the net
working capital release of approximately EUR25 million.
Year-to-date April 2021 Minimax's company-adjusted EBITDA increased
by 16.7% year-on-year (adjusted for FX effect), exceeding the
company's budget by 18.2%.

As a result of the described earnings growth and positive FCF
generation, leverage as adjusted by Moody's decreased from 6.1x
Debt/ EBITDA in 2019 to 5.1x debt/EBITDA in 2020 and further to
around 5.0x in the 12 months ended April 2021 (LTM Apr-21).
Financial leverage on the net basis has declined at a faster pace
than on the gross basis (to 3.7x Moody's adjusted net debt/ EBITDA
as of LTM Apr-21 from 5.1x in 2019), due to the accumulation of
positive FCF on the balance sheet.

For the next two years Moody's forecasts annual revenue growth in
the low-single-digits and profitability to remain at least at the
current level (Moody's-adjusted EBITA margin of 10.6% in 2020),
supported by an expected economic recovery in 2021 and 2022. As a
result, Moody's projects progressive growth in Minimax's EBITDA and
consistently positive FCF, enabling the group to de-lever towards
4.5x debt/EBITDA and to maintain its RCF/Net Debt at above 15%
(16.1% as of LTM Apr-21).

LIQUIDITY

Minimax's liquidity profile is good. As of April-end 2021, the
group's available cash sources include a sizeable cash balance of
EUR308 million and Moody's-projected funds from operations of
around EUR150 million per annum over the next 12-18 months.
Together with EUR40 million commitments under its revolving credit
facility (maturing in 2024), which was fully undrawn as of
April-end 2021, these sources comfortably cover all expected
liquidity requirements of the group this and next year. Cash needs
mainly comprise capital expenditures of around EUR 53 million this
year and minor working capital spending.

OUTLOOK

The positive outlook assumes that Minimax will benefit from a
forecast economic recovery in its key regions Germany and the US,
which should support moderate organic growth in sales and further
strengthening leverage metrics, such as a Moody's-adjusted leverage
towards 4.5x debt/EBITDA and RCF/Net Debt above 15% over the next
12-18 months. It also reflects the expectation that the group will
continue to generate solid positive FCF and maintain a conservative
financial policy, illustrated by no excessive profit distributions
to shareholders or larger debt-funded acquisitions.

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

An upgrade of Minimax's ratings would require a sustained further
improvement in credit metrics, including (1) an EBITA margin
(Moody's adjusted) improving towards 12%, (2) Debt/EBITDA (Moody's
adjusted) reducing towards 4.5x gross debt/EBITDA, (3) RCF/Net Debt
(Moody's adjusted) above 15%, (4) FCF/debt (Moody's adjusted) in
the mid-single digits in percentage terms, and a conservative
financial policy, illustrated by no excessive profit distributions
to shareholders or larger debt-funded acquisitions.

Minimax's ratings could be downgraded if (1) profitability were to
weaken, exemplified by EBITA margin (Moody's adjusted) declining
sustainably below 10% , (2) Debt/EBITDA (Moody's adjusted) exceeded
5.5x gross debt/EBITDA, (3) RCF / Net Debt (Moody's adjusted)
sustainably below 12%, and (4) FCF was negative.

LIST OF AFFECTED RATINGS:

Issuer: Minimax GmbH & Co. KG

Affirmations:

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Outlook, Changed To Positive From Stable

Issuer: Minimax Viking GmbH

Affirmations:

Probability of Default Rating, Affirmed B1-PD

Corporate Family Rating, Affirmed B1

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Outlook, Changed To Positive From Stable

Issuer: MX Holdings US, Inc.

Affirmations:

BACKED Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.

COMPANY PROFILE

Minimax Viking GmbH, headquartered in Bad Oldesloe, Germany, is a
global operator in the active fire protection and detection
markets. The group serves industrial and commercial clients through
the development, manufacturing and installation of tailor-made fire
protection solutions and offers follow-up and post system
installation services. The group generated sales of EUR1.68 billion
and group-adjusted EBITDA of about EUR239 million in 2020. The
group is majority owned (around 90%) by UK-based Intermediate
Capital Group PLC, while its remaining shareholders are Minimax
management and the Groos family (founders of the former Viking
group).


WIRECARD AG: Former EY Partner Takes Legal Action Over Report
-------------------------------------------------------------
Olaf Storbeck at The Financial Times reports that a senior Deutsche
Bank executive and former EY partner who was in charge of Wirecard
audits has taken legal action to try to prevent a German
parliamentary committee naming him in a report into the scandal.

Accoding to the FT, Andreas Loetscher, who was one of EY's two lead
audit partners on Wirecard between 2015 to 2017, on June 21 asked
Berlin's administrative court for an injunction against the
publication of the report, which will be discussed in the Bundestag
on Friday, June 25, the first anniversary of Wirecard's
insolvency.

The move is part of a battle between Wirecard's former auditors and
German lawmakers, the FT notes.  EY is already at loggerheads with
parliament about the publication of a separate scathing report by a
special investigator, who concluded that the audits suffered from a
series of significant shortcomings, the FT states.

People familiar with the matter told the FT that the application
for an injunction was filed in Mr. Loetscher's private capacity and
that the move was not co-ordinated with his current or former
employers.

EY, as cited by the FT, said: "Andreas Loetscher has not worked at
EY Germany for three years and his decision to take action against
the publication of his personal data in the [parliamentary inquiry
committee's] final report is his own, not that of EY Germany."

Wirecard collapsed after acknowledging that EUR1.9 billion in
corporate cash may never have existed, the FT recounts.  It had
previously received unqualified audits from EY for more than a
decade.

Mr. Loetscher's work as lead auditor is public knowledge as he
personally signed Wirecard's audits, and his last name was
mentioned in the defunct group's publicly available annual results,
the FT relates.

Last November, when he was invited as a witness to the
parliamentary hearings into the Wirecard scandal, he declined to
answer questions, citing an investigation into his conduct by
regulators, the FT recounts.

Shortly afterwards, Munich criminal prosecutors announced that they
had launched a criminal investigation into certain EY partners over
Wirecard, the FT discloses.

Mr. Loetscher, who has denied any wrongdoing, has argued that any
mention of his name in the public report would violate his
personality rights, the FT relays.


WIRECARD AG: German Police Raids Home and Office of Ex-Chair
------------------------------------------------------------
Olaf Storbeck at The Financial Times reports that German police
have raided the home and office of former Wirecard chair Wulf
Matthias, as the criminal investigation into one of Europe's
biggest cases of accounting fraud widens.

According to the FT, officers searched the 76-year-old's office in
Frankfurt and his home in a suburb of Germany's financial hub on
June 22.

Munich police suspect that Mr. Matthias might have aided
embezzlement by Wirecard's management, the FT relays, citing people
familiar with the investigation.  It is unclear if prosecutors are
also investigating other former supervisory board members, the FT
notes.

The disgraced payments company was once hailed as a rare German
technology success story.  It disintegrated within a week last
summer after discovering a EUR1.9 billion cash hole in its balance
sheet, the FT recounts.

Mr. Matthias, a former senior banker at Credit Suisse in Germany
and other lenders, was Wirecard's chair for more than a decade from
2008, the FT notes.  While he resigned as chair in early 2020, he
stayed as a board member until the company's collapse, the FT
states.

He was also chair of Wirecard Bank, a subsidiary of the
Munich-based payments group.

Mr. Matthias oversaw the rise of Wirecard from a tiny payments firm
into a stock market giant that at its peak was worth more than
EUR24 billion and replaced Commerzbank in Germany's blue-chip Dax
index, the FT relays.

However, business accounting for half of the company's revenues and
all of its profits was fictitious, the FT notes.

Mr. Matthias was summoned twice as a witness by the German
parliament's inquiry committee into the scandal but excused himself
on health grounds, the FT discloses.

After the FT in October 2019 published documents that pointed to a
concerted effort to fraudulently inflate sales and profits at
Wirecard, Mr. Matthias dismissed calls for an independent audit.

In an interview with the FT, he called the public discussion about
Wirecard's potential accounting issues "an annoyance" and defended
the work of the company's auditor EY.

Mr. Matthias resigned as Wirecard's chair in January 2020 and was
succeeded by former Deutsche Boerse finance director Thomas
Eichelmann, who had joined the board in mid-2019, the FT recounts.


[*] GERMANY: Targets EUR99.7BB in Additional Borrowing Next Year
----------------------------------------------------------------
Birgit Jennen at Bloomberg News reports that German Finance
Minister Olaf Scholz is targeting EUR99.7 billion (US$114 billion)
in additional borrowing next year to bolster the country's recovery
from the coronavirus pandemic.

The projected new debt represents a 22% increase from the EUR81.5
billion foreseen in an earlier federal budget plan, according to
two senior government officials, who asked not to be identified in
line with protocol, Bloomberg relates.

The borrowing would take the total for this year and next to more
than EUR340 billion, Bloomberg discloses.

Mr. Scholz -- the Social Democratic candidate to succeed Angela
Merkel as chancellor -- will propose suspending constitutional
borrowing limits for a third straight year when he presents next
year's draft budget today, June 23, to cabinet, Bloomberg states.
While the current government is due to sign off on the plan, final
parliamentary approval won't happen until after September's
election, which could change the dynamics, Bloomberg notes.

The officials, as cited by Bloomberg, said that Germany will comply
with debt limits beginning in 2023.

Mr. Scholz has consistently argued that Germany can afford hundreds
of billions of euros in aid for businesses affected by the pandemic
thanks to years of budget discipline, according to Bloomberg.  He
points out that debt as a percentage of national output will still
be the lowest among the Group of Seven nations and lower than after
the financial crisis just over a decade ago, Bloomberg recounts.




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

AER LINGUS: Needs Extra Liquidity Due to COVID-19 Disruptions
-------------------------------------------------------------
Padraic Halpin at Reuters reports that Aer Lingus needs a few
hundred million euros in extra liquidity due to COVID-19
disruptions and does not expect the easing of Irish travel curbs
next month to provide a significant near term bounce, its new chief
executive said on June 22.

According to Reuters, Lynne Embleton told an Irish parliamentary
committee the Irish airline, which recently announced company-wide
layoffs and the closure of one of its main domestic cabin crew
bases, is losing more than EUR1 million (US$1.19 million) a day.

It is in funding talks with the Irish state and its parent
International Airlines Group, having already received a EUR150
million loan from Ireland's sovereign wealth fund last year,
Reuters discloses.

"We are looking to restore our liquidity to the tune of a few
hundred million euros.  The precise numbers depend on where we can
access liquidity from, the terms of that liquidity and indeed the
number of days we continue to burn cash," Reuters quotes Ms.
Embleton as saying.


ARMADA EURO V: Moody's Assigns (P)B3 Rating to EUR9MM Cl. F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Armada Euro
CLO V Designated Activity Company (the "Issuer"):

EUR186,000,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR30,500,000 Class B Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR21,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR18,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR16,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR9,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 80% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the 6 month ramp-up period in compliance with the portfolio
guidelines.

Brigade Capital Europe Management LLP will manage the CLO. It will
direct the selection, acquisition and disposition of collateral on
behalf of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four and a
half-year reinvestment period. Thereafter, subject to certain
restrictions, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations or credit improved obligations.

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR27,760,000 Subordinated Notes due 2034 which
are not rated.

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

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

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR300 million

Diversity Score: 48

Weighted Average Rating Factor (WARF): 2900

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 45.2%

Weighted Average Life (WAL): 8.5 years


AURIUM CLO II: Moody's Assigns (P)B2 Rating to Class F Notes
------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the refinancing notes to be issued
by Aurium CLO II Designated Activity Company (the "Issuer"):

EUR187,000,000 Class A-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR30,000,000 Class A-2 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

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

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

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

EUR17,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba2 (sf)

EUR11,285,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B2 (sf)

RATINGS RATIONALE

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

The Issuer will issue the refinancing Notes in connection with the
refinancing of the following classes of Notes: Class A Notes, Class
B Notes, Class C Notes, Class D Notes, Class E Notes and Class F
Notes due 2029 (the "Refinanced Notes"), previously issued on July
13, 2018 (the "First Refinancing Date"). On the refinancing date,
the Issuer will use the proceeds from the issuance of the
refinancing notes to redeem in full the Refinanced Notes.

On June 22, 2016 (the "Original Closing Date"), the Issuer also
issued EUR35,000,000 of Subordinated Notes due 2029, which will
also be redeemed on the refinancing date.

As part of this full refinancing, the Issuer will renew the
reinvestment period at 4.5 years and will extend the weighted
average life to 8.5 years. In addition, the Issuer will amend the
base matrix and modifiers that Moody's will take into account for
the assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be approximately
fully ramped up on or around the refinancing date.

Spire Management Limited ("Spire") will manage the CLO. It will
direct the selection, acquisition and disposition of collateral on
behalf of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 4.5 year
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations or credit improved obligations.

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR23,700,000 Subordinated Notes due 2034 which
will not be rated.

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

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Performing par and principal proceeds balance: EUR350,000,000

Diversity Score: 48(*)

Weighted Average Rating Factor (WARF): 2900

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 8.5 years


CARLYLE EURO 2017-1: S&P Assigns Prelim. B- Rating on E-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Carlyle
Euro CLO 2017-1 DAC's class X, A-1-R, A-2A-R, A-2B-R, B-R, C-R,
D-R, and E-R reset notes. At closing, the issuer will issue
EUR49.35 million (including EUR8.85 million in additional unrated
subordinated notes) of unrated subordinated notes outstanding from
the existing transaction.

The transaction is a reset of the existing Carlyle Euro CLO 2017-1,
which closed in May 2017. The issuance proceeds of the refinancing
notes will be used to redeem the refinanced notes (class A-1, A-2,
B, C, D, and E notes of the original Carlyle Euro CLO 2017-1
transaction), and pay fees and expenses incurred in connection with
the reset.

The reinvestment period will be extended to Jan. 15, 2026. The
covenanted maximum weighted-average life will be 8.5 years from
closing.

Under the transaction documents, the manager may purchase loss
mitigation obligations in connection with the default of an
existing asset to enhance that obligor's global recovery. The
manager may also exchange defaulted obligations for other defaulted
obligations from a different obligor with a better likelihood of
recovery.

We consider that the closing date portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow collateralized debt obligations.

  Portfolio Benchmarks

  S&P performing weighted-average rating factor         2,938.38
  Default rate dispersion                                 610.73
  Weighted-average life (years) incl. reinvestment          4.54
  Weighted-average life (years) excl. reinvestment          4.42
  Obligor diversity measure                               117.53
  Industry diversity measure                               20.73
  Regional diversity measure                                1.47
  Weighted-average rating                                      B
  'CCC' category rated assets (%)                           5.85
  Covenanted 'AAA' weighted-average recovery rate          35.64
  Floating-rate assets (%)                                 94.61
  Weighted-average spread (net of floors; %)                3.77

S&P said, "In our cash flow analysis, we modelled a target par
collateral of EUR400.00 million, a weighted-average spread covenant
of 3.70%, the reference weighted-average coupon covenant of 4.10%,
and covenant levels of weighted-average recovery rates at each
rating. 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 show that the class A-2A-R,
A-2B-R, B-R, C-R, and D-R notes benefit from break-even default
rate (BDR) and scenario default rate cushions that we would
typically consider to be in line with higher ratings than those
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our preliminary ratings on the notes.
The class X, A-1-R, and E-R notes withstand stresses commensurate
with the assigned preliminary ratings.

"In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and assets."

"Elavon Financial Services DAC is the bank account provider and
custodian. At closing, we expect the documented downgrade remedies
to be in line with our current counterparty criteria.

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

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

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and will be managed by CELF Advisors
LLP, a wholly owned subsidiary of Carlyle Investment Management
LLC, which is a Delaware limited liability company, indirectly
owned by The Carlyle Group L.P. Under S&P's "Global Framework For
Assessing Operational Risk In Structured Finance Transactions,"
published on Oct. 9, 2014, the maximum potential rating on the
liabilities is 'AAA'.

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

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

"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."

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. We use these assumptions about vaccine timing in
assessing the economic and credit implications associated with the
pandemic (see our research here: www.spglobal.com/ratings). As the
situation evolves, we will update our assumptions and estimates
accordingly.

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
manufacture or marketing of anti-personnel mines, cluster weapons,
depleted uranium, nuclear weapons, white phosphorus, and biological
and chemical weapons; weapons or tailor-made components of civilian
firearms; production or the whole trading of products that contain
tobacco; and mining or expansion plans for coal extraction of
thermal coal. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings List

  CLASS    PRELIM.  PRELIM. AMOUNT    INTEREST RATE*     SUB (%)
           RATING     (MIL. EUR)
  -----    -------  --------------    --------------     --------
  X        AAA (sf)        2.50     Three-month EURIBOR    N/A
                                     plus 0.45%
  A-1-R    AAA (sf)      243.00     Three-month EURIBOR   38.50
                                     plus 0.93%
  A-2A-R   AA (sf)        30.00     Three-month EURIBOR   28.50
                                     plus 1.70%
  A-2B-R   AA (sf)        13.00     2.00%                 28.50
  B-R      A (sf)         25.00     Three-month EURIBOR   22.25
                                     plus 2.25%
  C-R      BBB (sf)       27.00     Three-month EURIBOR   15.50
                                     plus 3.45%
  D-R      BB- (sf)       21.00     Three-month EURIBOR   10.25
                                     plus 6.47%
  E-R      B- (sf)        13.00     Three-month EURIBOR    7.00
                                     plus 8.89%
  Sub      NR             49.35     N/A                     N/A

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

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


CVC CORDATUS XVII: Moody's Gives (P)B3 Rating to EUR16.2MM F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by CVC Cordatus
Loan Fund XVII DAC (the "Issuer"):

EUR334,800,000 Class A-R Senior Secured Floating Rate Notes due
2033, Assigned (P)Aaa (sf)

EUR32,350,000 Class B-1 Senior Secured Floating Rate Notes due
2033, Assigned (P)Aa2 (sf)

EUR20,300,000 Class B-2 Senior Secured Fixed Rate Notes due 2033,
Assigned (P)Aa2 (sf)

EUR33,750,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)A2 (sf)

EUR39,150,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)Baa3 (sf)

EUR25,650,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)Ba3 (sf)

EUR16,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

As part of this reset, the Issuer will increase the target par
amount by EUR250 million to EUR540 million. In addition, the Issuer
will amend the base matrix and modifiers that Moody's will take
into account for the assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 92.5% of the
portfolio must consist of senior secured obligations and up to 7.5%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 80% ramped up as of the closing date
and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will be
acquired during the six month ramp-up period in compliance with the
portfolio guidelines.

CVC Credit Partners European CLO Management LLP ("CVC") will manage
the CLO. It will direct the selection, acquisition and disposition
of collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
4.4 years reinvestment period. Thereafter, subject to certain
restrictions, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations and credit improved obligations.

In addition to the seven classes of notes rated by Moody's, the
Issuer originally issued EUR46,100,000 of Subordinated notes which
will remain outstanding

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR540,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 3100

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 8.5 years


IRISH NATIONWIDE: Former Exec Banned for Breaking Banking Rules
---------------------------------------------------------------
Jon Ihle at Independent.ie reports that the Central Bank has banned
former Irish Nationwide (INBS) senior executive Gary McCollum and
fined him EUR200,000 for breaches of banking regulations during the
Celtic Tiger.

According to Independent.ie, the Central Bank said Mr. McCollum was
disqualified from holding a management position in a regulated
financial services provider for 15 years for breaches of laws
governing commercial lending and credit risk between 2004 and
2008.

Mr. McCollum was the building society's UK head of commercial
lending and UK branch manager in Belfast and London during that
period, when INBS advanced billions of pounds to developers and
property investors without any proper scrutiny, Independent.ie
discloses.

A Central Bank inquiry into regulatory breaches at INBS detailed
the vast amounts funnelled through the organization's UK offices
while being overseen by the now-defunct lender's credit committee,
Independent.ie notes.

Mr. McCollum, whose legal name is William Garfield McCollum,
admitted to significant failures to stick to the building society's
own policies on commercial lending and credit risk, resulting in
poor risk management, ineffective governance and high-risk lending,
Independent.ie relates.

The Central Bank, as cited by Independent.ie, said Mr. McCollum
oversaw a push by INBS into commercial lending that more than
doubled the building society's exposure to that sector in just four
years.

The expansion into that area and away from the lender's traditional
area of expertise in residential mortgages led to insufficient
checks and balances and a systemic failure to follow correct
procedures, Independent.ie discloses.

Irish Nationwide was taken into State ownership in 2011 -- and
ultimately liquidated -- after requiring EUR5.4 billion in public
support to cope with catastrophic loan losses in its commercial
book, Independent.ie recounts.

The inquiry, which started more than three years ago, covers the
actions of five former INBS senior managers: Mr. McCollum, former
finance director John S Purcell, former head of commercial lending
Tom McMenamin, former chairman Michael Walsh, and former chief
executive Michael Fingleton, Independent.ie states.


NORTHWOODS CAPITAL 21: Moody's Gives B3 Rating to EUR16MM F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by
Northwoods Capital 21 Euro Designated Activity Company (the
"Issuer"):

EUR222,000,000 Class A-1 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR30,000,000 Class A-2 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR31,500,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Definitive Rating Assigned Aa2 (sf)

EUR32,500,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR27,500,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR21,500,000 Class E Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba2 (sf)

EUR16,000,000 Class F Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

As part of this reset, the Issuer will extend the reinvestment
period to around 4.5 years and the weighted average life to 8.5
years. It will also amend certain concentration limits, definitions
and minor features. In addition, the Issuer will amend the base
matrix and modifiers that Moody's will take into account for the
assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and at least
70% of the portfolio must consist of senior secured loans.
Therefore, up to 10% of the portfolio may consist of senior
unsecured obligations, second-lien loans, mezzanine obligations,
high yield bonds. The portfolio is expected to be around 95% ramped
as of the closing date.

Northwoods European CLO Management LLC ("Northwoods") will manage
the CLO. It will direct the selection, acquisition and disposition
of collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
four-year and a half reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations or credit improved obligations.

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

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR425,000,000

Diversity Score: 52

Weighted Average Rating Factor (WARF): 2971

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 42.0%

Weighted Average Life (WAL): 8.604 years


PERRIGO CO: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 11, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Perrigo Company PLC.

Headquartered in Dublin, Ireland, Perrigo Company PLC engages in
providing over-the-counter (OTC) self-care and wellness solutions.




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

ENI SPA: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on June 10, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Eni SpA.

Headquartered in Rome, Italy, Eni SpA explores for and produces
hydrocarbons in Italy, Africa, the North Sea, the Gulf of Mexico,
Kazakhstan, and Australia.


POPOLARE BARI 2017: Moody's Lowers Class A Notes Rating to B1
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of Class A
notes in Popolare Bari NPLs 2017 S.r.l. This downgrade reflects
lower than anticipated cash-flows generated from the recovery
process on the non-performing loans (NPLs) which translates into a
reduced credit enhancement of the note.

EUR80.9M Class A Notes, Downgraded to B1 (sf); previously on Jul
22, 2020 Downgraded to Ba2 (sf)

RATINGS RATIONALE

The rating action is prompted by lower than anticipated cash-flows
generated from the recovery process on the NPLs resulting in a
reduced credit enhancement.

Lower than anticipated cash-flows generated from the recovery
process on the NPLs:

Popolare Bari NPLs 2017 S.r.l. was underperforming the special
servicer's original projection already before the coronavirus
outbreak in the first quarter of 2020. The portfolio is mainly
concentrated in the South of Italy and Islands (57% as of March
2021).

This portfolio has a higher borrower concentration than other
Italian NPLs securitisations. About 33% of the pool Gross Book
Value ("GBV") is concentrated on the top 10 obligors, which
increases potential performance volatility.

As of March 2021, the Cumulative Collection Ratio was at 49.8%. A
low Cumulative Collection Ratio as in this case means collections
are coming slower than anticipated. The NPV Cumulative
Profitability Ratio was at 95.8%, lower than in peer transactions
but above the trigger of 90%. NPV Cumulative Profitability ratio is
the ratio between the Net Present Value of collections for
exhausted debt relationship, discounted at 3.5% yield, against the
expected collections as per the original business plan.

The latest business plan received in 2021 contemplates cumulative
gross collections below the 38% of the GBV at closing contemplated
in the original business plan. Moody's expects that transaction
will have additional difficulty improving underperformance as it
was already behind servicer's original projections before the Covid
outbreak. The collections remained subdued in most recent payment
date in April 2021, with the principal payment to Class A being
EUR0.8 million compared to the outstanding amount of Class A at
EUR63.4 million.

Deterioration of the level of credit enhancement:

The mentioned lower than expected recovery rate translates into a
reduced credit enhancement of Class A Notes.

In this respect Moody's notes that the advance rate of Class A at
22.35% as of April 2021 is slightly higher than the 22.34% observed
in October 2020, and overall flat in past payment dates. This is
the ratio between the outstanding amount of the Class A and the
gross book value. Simulation of cashflows from the remaining pool
in light of portfolio characteristics, coupled with the outstanding
balance of the Class A notes are no longer consistent with current
rating.

In terms of the underlying portfolio, the reported GBV stood at
EUR283.48 million as of March 2021 down from EUR319.69 million at
closing. Out of the approximately EUR36 million reduction of GBV
since closing, principal payments to Class A has been in the range
of EUR17.5 million. The secured portion has decreased to 53.7% from
55.9% at closing. Around 100 properties, representing approximately
20% of the assets backing the initial pool by value, have been sold
at 36% of the updated property values, a relatively low level.
Overall profitability calculated as the ratio between recoveries
and write-offs (total recoveries plus losses) is 57%.

Moody's also notes that the structural protection for Class A is
weaker than in other NPL securitisations, given that the
subordination event to defer the interest payment due to the
unrated mezzanine notes is based on cumulative profitability rather
than cumulative collections. This is reducing the effective
protection of Class A notes.

NPL transactions' cash flows depend on the timing and amount of
collections. Measures imposed to contain the spread of the
coronavirus directly and severely affected the operability of
judicial systems, creating a backlog which has delayed NPLs
securitisations' gross recoveries. Due to the current
circumstances, Moody's has considered additional stresses in its
analysis, including a 6 to 12-month delay in the recovery timing.

Moody's has taken into account the potential cost of the GACS
Guarantee within its cash flow modelling, while any potential
benefit from the guarantee for the senior Noteholders has not been
considered in its analysis.

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

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

The principal methodology used in this rating was "Non-Performing
and Re-Performing Loan Securitizations Methodology" published in
April 2020.

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

Factors or circumstances that could lead to an upgrade of the
rating include: (i) the recovery process of the non-performing
loans producing significantly higher cash-flows in a shorter time
frame than expected; (ii) improvements in the credit quality of the
transaction counterparties; and (iii) a decrease in sovereign
risk.

Factors or circumstances that could lead to a downgrade of the
rating include: (i) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties generate less cash-flows for the issuer
or take a longer time to sell the properties, all these factors
could result in a downgrade of the rating; (ii) deterioration in
the credit quality of the transaction counterparties; and (iii)
increase in sovereign risk.




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

BEFESA SA: Moody's Affirms Ba2 CFR on American Zinc Acquisition
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
rating , the Ba2-PD probability of default rating and the Ba2
rating of senior secured bank credit facilities issued by Befesa
S.A. The outlook remains stable.

"The affirmation with a stable outlook reflects our assessment that
the American Zinc Recycling Corp. (AZR) acquisition is credit
positive, because it will strongly improve Befesa's geographical
diversification and because a large part of the acquisition price
for the recycling assets will be financed with equity. Hence, it is
unlikely to jeopardise the company's sustained deleveraging
trajectory needed to maintain its Ba2 ratings", says Martin
Fujerik, Moody's lead analyst for Befesa.

RATINGS RATIONALE

The rating action has been driven by Befesa announcing that it
signed an agreement to acquire American Zinc Recycling Corp.
("AZR"), a US market leader in providing electric arc furnace steel
dust recycling services. As part of the agreement, Befesa will
acquire 100% of AZR's recycling assets for a purchase price of $450
million (on a debt-free and cash-free basis). The agreement will
also include the acquisition of a 6.9% stake in AZR's zinc refining
business for $10 million, with an option to acquire the remaining
business for a consideration of $135 million once certain
operational and financial performance milestones have been
fulfilled and with a potential earn-out of up to $29 million in the
case of outstanding performance at the time of the second milestone
payment. The acquisition of AZR's recycling assets and the initial
stake in the zinc refining business, which Befesa expects to close
in 3Q 2021, will be financed through a capital increase of up to
5.9 million new ordinary shares valued at roughly EUR300 million
from the existing authorized capital and a term loan B add-on of
EUR90 million.

The affirmation with a stable outlook reflects the rating agency's
assessment that the transaction is unlikely to jeopardise the
company's sustained deleveraging from a still fairly high level of
Moody's adjusted gross debt/EBITDA of 4.6x for 12 months to March
2021, which is critical to maintain the Ba2 CFR. Given mostly
equity funding, the acquisition of the recycling assets on a
pro-forma basis would reduce Befesa's adjusted gross leverage by
over half a turn. In addition, Moody's estimates that, even if
Befesa raised debt to acquire the zinc refining business if the
milestones are fulfilled, adjusted leverage would not increase on a
pro-forma basis. These calculations do not even consider additional
synergies or operational efficiencies to be realized from the
acquired recycling assets, which currently operate with a somewhat
weaker profitability compared to Befesa's steel dust recycling
assets, despite being based on the same technology.

In addition, the acquisition will significantly increase the
company's total steel dust recycling capacity by around 40% to
around 1.7 million tonnes and improves its geographical
diversification, making Befesa a global company. Assuming a
successful completion of the construction of two new steel dust
recycling plants in China, by the year end 2021 Befesa will have
its steel dust capacity roughly equally split between Europe, Asia
and the US.

The rating affirmation also reflects Moody's expectation that the
acquisition does not mark a change in Befesa's financial policies.
The agency understands that Befesa's current hedging strategy will
remain in place and will be applied also to its acquired assets. In
addition, Moody's expects that Befesa will continue to strive to
reduce and maintain its reported net leverage below 2.0x (2.8x for
12 months to March 2021, excluding the transaction) and if it buys
the zinc refining asset it will opt for a funding mix that will
leave its leverage in line with the current rating, such as Moody's
adjusted gross debt/EBITDA between 2.5x and 3.5x. Befesa's
liquidity remains adequate.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In the assessment of environmental risks, Moody's believes that
Befesa plays an important role in the circular economy, as it
recycles hazardous waste. The corporate governance considerations
include Befesa's status as a publicly listed company with financial
policies largely commensurate with the Ba2 rating, as exemplified
by a large portion of equity in the funding mix for AZR's recycling
assets. Social risks are not material to the credit quality of
Befesa.

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

The ratings could be downgraded if (1) the gross leverage would
remain above 3.5x debt/EBITDA as adjusted by Moody's for a
prolonged period; (2) the FCF/debt would deteriorate to a low
single digit percentage range for a prolonged period; (3) Befesa
failed to maintain a long-term hedging strategy; or (4) its
liquidity deteriorated.

The ratings could be upgraded if Befesa improved business profile
in terms of size, geographic and business segment diversification
while maintaining a long-term hedging strategy. In addition, Befesa
would need to demonstrate its ability to (1) reduce its Moody's
adjusted leverage well below 2.5x debt/EBITDA through the cycle;
(2) achieve meaningful FCF generation as evidenced by a FCF/debt
consistently in the double digit percentage range despite dividend
payments and growth investments; and (3) maintain a solid liquidity
profile.

LIST OF AFFECTED RATINGS:

Issuer: Befesa S.A.

Affirmations:

LT Corporate Family Rating, Affirmed Ba2

Probability of Default Rating, Affirmed Ba2-PD

BACKED Senior Secured Bank Credit Facility, Affirmed Ba2

Senior Secured Bank Credit Facility, Affirmed Ba2

Outlook Actions:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Befesa is a leading international provider of regulated
environmental recycling of hazardous waste in the steel and
aluminum industries. In 2020, the company generated revenue of
around EUR600 million.




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

TITAN HOLDINGS II: Fitch Assigns FirstTime 'B(EXP)' LongTerm IDR
----------------------------------------------------------------
Fitch Ratings has assigned Titan Holdings II B.V. (TH) a first-time
Long-Term Issuer Default Rating (IDR) of 'B(EXP)'. The Outlook is
Stable. The agency has also assigned an expected senior secured
rating of 'B+(EXP)'/'RR3' to Kouti B.V.'s upcoming term loan B
(TLB). Kouti B.V. is TH's direct subsidiary.

Final ratings are contingent upon the receipt of final
documentation conforming materially to information already received
and details regarding the amount, security package and tenor.

TH's IDR reflects its leading market position in the EMEA metal
food packaging sector, good customer diversification with long-term
relationships and an established supplier base as well as resilient
demand for metal food cans, as 95% of TH's revenue comes from the
food industry. Limited geographical diversification and product
range as well as a smaller share of contracts with a pass-through
mechanism in comparison with Fitch-rated peers and forecast high
leverage are rating constraints.

The Stable Outlook reflects expected solid operating performance
supported by stable demand for metal food packaging and expected
improvement of EBITDA and free cash flow (FCF) generation, which
will provide the group with deleveraging capacity.

KEY RATING DRIVERS

High Leverage: TH's leverage will be high following Crown Holdings,
Inc's planned sale of 80% of TH and the issue of a EUR1.2 billion
term loan TLB that will push total debt to EUR1.9 billion. Fitch
expects TH's funds from operations (FFO) gross leverage to be 9.0x
by end-2021, which is higher than most Fitch-rated peers. Fitch
expects gradual deleveraging in the medium term but forecast FFO
gross leverage to remain relatively high at 7.2x by 2024.

Fitch considers the group's leverage to be a key rating constraint.
Its deleveraging capacity is strongly linked to expected
profitability improvement, which if not achieved could pressure
leverage metrics and result in a negative rating action.

Limited Diversification: TH's geographical diversification is
limited and mainly concentrated in Europe. TH produces metal food
cans and its production facilities are located close to those of
the food producers. About 85% of TH's revenue is exposed to the
production of metal food cans, in which limits product
diversification in comparison with higher-rated peers. This is
mitigated by stable demand from food producers and supports TH's
solid position in the metal food cans market.

Moderate Profitability: TH's Fitch-defined EBITDA margin of about
11% in 2019-2020 is lower than some of Fitch-rated peers, including
Silgan Holdings Inc with 14%-16% and Ardagh Metal Packaging S.A. at
about 14%. The new management is focused on improving TH's
profitability.

Fitch views the group's operating efficiency as slightly weaker
compared with some Fitch-rated peers, including Ardagh Group S.A.
and Amcor plc. A significant part of sales, albeit lower than that
of some Fitch-rated peers, is secured by long-term contracts with a
pass-through mechanism, which enables the group to mitigate raw
material price volatility. Price negotiations with customers are
mostly subject to annual revision, which indicates lower operating
flexibility versus some peers. Fitch forecasts improvement in the
EBITDA margin to about 15%-16% by 2023-2024, closer to the peers.

Sustained Positive FCF from 2022: Fitch forecasts sustained
positive FCF generation of 5%-7% from 2022, which should provide
deleveraging capacity, supported by Fitch's expectation of an
improving EBITDA margin and no dividend payment. TH's pre-dividend
FCF margin in 2019-2020 was strong, in the range of 4%-6%, with
capex limited to 1.5%-2.0% of revenue. Management plans to increase
its capex to about 2.5% of revenue during 2021-2024 to support
profitability growth.

Leader in a Niche Market: TH is the largest metal food can producer
in Europe with a market share of about 39%, supported by stable,
non-cyclical end-markets. The group benefits from moderate to high
barriers to entry that include a broad network of production
facilities, long-term relationships with key customers as well as a
sustained -record with suppliers of tinplate, the group's core raw
material.

End-Markets Provide Resilience: TH benefits from exposure to the
non-cyclical food industry, which contributes about 95% of TH's
revenue. This provides the group with resilient revenue generation,
as observed in 2020 during the pandemic when revenue increased by
4% in US dollar terms while the EBITDA margin slightly increased to
11.4%. Strong financial performance in 1Q21 with revenue growth of
15% yoy and improvement of profitability supports Fitch's forecast
for continued stable revenue generation through 2021.

Financial Policy Drives Deleveraging: The new owners plan no
material M&As or dividend payments until internal profitability
targets are reached. Fitch views this positively as it should
support the group's deleveraging. Fitch expects that the group will
maintain its conservative financial policy. Any additional
borrowings or shareholder-friendly cash deployment policy will
reduce the company's deleveraging capacity, which would negatively
affect the rating.

DERIVATION SUMMARY

TH is smaller than higher-rated peers such as Amcor plc
(BBB/Stable), Smurfit Kappa Group plc (BBB-/Stable), Berry Global
Group, Inc (BB+/Stable), Silgan Holdings Inc. (BB+/Stable) and
Ardagh Group S.A. (B+/Stable). The company's business profile is
also weaker than higher-rated peers due to a less diversified
geographical presence and more limited product range.

TH's operating profitability is somewhat lower than peers. Its
Fitch-defined EBITDA margin was about 11% and FFO margin about 8.5%
in 2019-2020, while peers reported profitability in the range of
14%-18% and 8.5%-12.0% respectively. Nevertheless, Fitch expects
that TH's profitability will be healthy, similar to peers, with an
EBITDA margin of about 13% in 2021-2022. Fitch expects FCF
generation to be strong from 2022, with a margin of over 5% that is
comparable with that of Silgan Holdings Inc. (5%-6%) and higher
than that of Amcor plc (about 2%).

TH's leverage is higher than peers, with forecast FFO leverage at
about 9.0x at end-2021 and about 8.5x by 2022. Ardagh Group is also
highly leveraged, with expected FFO leverage of about 8.0x through
the cycle, but its business profile is stronger than TH, with
higher diversification and better contract structure with the
pass-through of the most of the costs. Forecast strong cash-flow
generation should allow TH to reduce FFO gross leverage towards
7.0x-7.5x by end-2024, which is comparable with Ardagh Group's
level.

KEY ASSUMPTIONS

-- Revenue to grow 1.2% on average in 2021-2024;

-- EBITDA margin is to improve to about 13% in 2021, rising to
    about 16% by 2024;

-- EUR1,175 million of TLB due on 2028;

-- EUR375 million of other financing due on 2029;

-- About EUR2.1 billion cash, following the equity sale, to be
    paid to Crown Holdings Inc;

-- Rise of capex to about 2.5% of revenue during 2021-2024;

-- No dividend payments;

-- No M&A.

KEY RECOVERY ASSUMPTIONS

-- The recovery analysis assumes that TH would be considered a
    going concern (GC) in bankruptcy and that it would be
    reorganised rather than liquidated;

-- Fitch's GC value available for claims is estimated at about
    EUR1.2 billion assuming GC EBITDA of EUR230 million. The GC
    EBITDA reflects expected improvement of the EBITDA margin
    thanks to cost-optimisation initiatives, stress assumptions
    from the loss of a major customer and failure to broadly apply
    pass through mechanism amid price increases for raw materials.
    Therefore, the GC EBITDA is based on Fitch's assumption of an
    EBITDA margin of 11.5% applied to sustained revenue of
    approximately EUR2 billion. The assumption also reflects
    corrective measures taken in the reorganisation to offset the
    adverse conditions that triggered default;

-- A 10% administrative claim;

-- An EV multiple of 5.5x EBITDA is applied to the GC EBITDA to
    calculate a post-reorganisation enterprise value (EV). The
    multiple is based on TH strong market position in Europe with
    resilient performance during the pandemic, good customer
    diversification with a long record of cooperation, expected
    strong FCF generation. At the same time, the EV multiple
    reflects the company's concentrated geographical
    diversification and limited range of products;

-- Fitch deducts about EUR336 million from the EV, relating to
    the company's highest usage of factoring facility adjusted for
    discount, in line with Fitch's criteria;

-- Fitch estimates the total amount of senior debt claims at
    EUR1,450 million, which includes a senior secured revolving
    credit facility (RCF) of EUR275 million and senior secured TLB
    of EUR1,175 million;

-- The allocation of value in the liability waterfall results in
    recovery corresponding to RR3/55% recovery for the TLB
    (EUR1,175 million).

RATING SENSITIVITIES

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

-- FFO gross leverage below 7.0x on a sustained basis;

-- EBITDA margin above 15% on a sustained basis.

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

-- FFO interest coverage below 2.5x;

-- Negative FCF margin on sustained basis;

-- FFO gross leverage not reducing below 8.0x by 2023Y.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity Expected: Following the debt issuance and
purchase of 80% of Crown Holdings' business, Fitch expects the
group's readily available cash to be about EUR45 million by
end-2021. Fitch's expectation of sustainably positive FCF
generation from 2022 supports the group's liquidity over the long
term. Moreover, the planned EUR275 million RCF provides the group
with additional committed liquidity.

Following the proposed issue of a secured TLB of EUR1.2 billion, TH
will have no scheduled debt repayment until its bullet maturities
in 2028. Fitch-adjusted short-term debt is represented by drawn
factoring facilities totalling EUR362 million at end-2020. This
debt self-liquidates with factored receivables.

ISSUER PROFILE

TH is the new parent company of the European tinplate business that
is being sold by Crown Holdings, Inc. to KPS Capital Partners, LP.
TH is the largest metal food can producer in Europe with market
share of about 39%.

ESG CONSIDERATIONS

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




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N O R W A Y
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NORWEGIAN AIRLINES: Plans to Ditch Irish Operator Certificate
-------------------------------------------------------------
John Mulligan at Irish Independent reports that Scandinavian
carrier Norwegian plans to ditch its Irish air operator
certificate, even after an examiner told the High Court in recent
months that the continuance of the Ireland-based Norwegian Air
International unit was critical to the airline's survival.

The Irish Independent revealed last week that Norwegian is eyeing
redundancies at its Irish operation, which employs about 50
people.

The airline -- which emerged from Ireland's biggest ever
examinership process in April -- has told staff here that it is
cutting the number of air operator certificates it holds from five
to two, Irish Independent relates.

One is based in Norway while the other is in Sweden so Norwegian
can continue to have an air operator certificate (AOC) within the
EU, Irish Independent notes.

Staff at Norwegian in Dublin were told last week that the airline
is planning to "restructure current departments to ensure a lean
and efficient organization adjusted to the new fleet size, business
plan and strategy", Irish Independent recounts.

According to Irish Independent, in a meeting, it's understood that
staff in Ireland were told that the Irish AOC that Norwegian Air
International (NAI) holds will be terminated in the longer-term.

Formal consultations with staff representatives in Dublin are due
to begin shortly, Irish Independent discloses.   It's understood
staff will push for voluntary redundancy terms on par with those
offered at Aer Lingus and the DAA, Irish Independent states.

In its recent examinership process, the High Court heard that the
survival of Norwegian group companies including NAI was "central to
the survival of the group as a whole", Irish Independent relates.

Norwegian has already started moving NAI aircraft off the Irish
aircraft register, Irish Independent notes.

Staff in Ireland fear that NAI will now effectively be put into
hibernation as its importance to the group dwindles, according to
Irish Independent.

However, sources insisted that NAI is only important from the point
of view of ticket sales because Norwegian's new Swedish AOC has not
yet secured so-called ticket-stock approval, Irish Independent
relays.

That is expected in September, when sources say that NAI's role
will diminish significantly, Irish Independent states.

Norwegian has told staff in Ireland that some future roles may be
available to support the two air operator certificates the group
will maintain in Norway and Sweden, Irish Independent discloses.

It told staff most of those roles are likely to be based in Oslo,
Barcelona and Riga, according to Irish Independent.




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

ALMALYK MMC: S&P Assigns 'B+' LongTerm ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to Uzbekistani copper producer Almalyk MMC JSC, which incorporates
one notch of support from the Uzbekistani government.

S&P said, "The stable outlook reflects our expectation that the
company will secure financing for its massive capital expenditure
(capex) and ramp-up of the Yoshlik project, with no material cost
overruns or delays, while maintaining FFO to debt above 20%.

"We see risks related to the execution of Almalyk's large
greenfield project Yoshlik as the main constraining factor for the
rating.The Yoshlik project, at a preliminary cost of Uzbekistan sum
(UZS) 42,000 billion, or about $3.6 billion, aims to almost double
the company's production of copper to 290 thousand tons (kt) from
148 kt and gold to 1,050 thousand ounces (koz) from 550 koz.
Almalyk plans to launch the greenfield project in three years,
managing related capital investments of about UZS14,000 billion
annually (about $1.2 billion). Yoshlik represents 3.5x the
company's current EBITDA and we believe its realization could be
challenging for Almalyk, given its limited expertise in launching
projects of this scale. Although not our base-case scenario, a
significant delay in project realization or cost revisions could
negatively affect the company's metrics and postpone expected
deleveraging following the Yoshlik launch, especially if this
coincides with an industry downturn. Furthermore, we note that
financing for the project is still to be secured, since operating
cash flow will only cover 35%-40% of total capital investments. The
government has committed to provide UZS10,700 billion ($1 billion)
in equity, while the rest will be covered by debt, which the
company has yet to secure. This includes prepayments from
counterparties and public market instruments.

"We project FFO to debt will fall to about 20% in 2022, as Almalyk
accumulates debt to finance capex, and we incorporate possible
credit metrics volatility in our financial risk assessment.Almalyk
plans to realize a massive UZS50,000 billion capital investment
program to be evenly spent in the next three years. The program
includes operational stabilization and development of close-pit
mine Samarchuk, but most capex will be to launch the open-pit
Yoshlik and construct a new processing plant. Although we note
current favorable market conditions, with copper and gold reaching
highs of $10,460 per ton (/ton) and $1,906 per ounce (/oz)
respectively as of June 2, 2021, we believe these inflated prices
are unsustainable and expect $7,500/ton for copper and $1,300/oz
for gold by 2023. That said, we forecast EBITDA will peak at
UZS13,700 billion in 2021, falling to about UZS11,800 billion next
year on the back of flat production, no changes in taxes, and price
adjustments. Combined with an anticipated increase in debt to fund
the investments, FFO to debt will likely decrease to about 20% in
2022 but could fall further if the peak coincides with an industry
trough. Like other rated peers in the mining industry, we further
adjust our financial risk assessment by one notch to reflect
current favorable market conditions.

High country risk in Uzbekistan and the company's heavy tax burden,
limited scale, and reliance on a single mine to produce most ore,
further limit our business risk assessment. Almalyk is the second
largest tax contributor to the Uzbekistani budget, generating about
13% of tax revenue at year-end 2020. Despite good ore quality and
overall low costs of production, large mineral extraction taxes
increase production costs by almost 2.5x, pushing total cash costs
to produce copper to about $2,850/ton. Moreover, Almalyk's portion
of net income, which has an EBITDA margin above 15%, is taxed at
75%, limiting cash flow available to finance capital investments
and repay debt. S&P said, "We also note Uzbekistan's recent
decision to pause excessive net income tax rate reductions, to 25%
from 75%, to support the country's budget after being hit by the
COVID-19 pandemic. The changing regulatory environment and taxation
practices, captured in our high country risk assessment, are among
the key risks for Almalyk. Although it is the sole copper producer
in Uzbekistan, Almalyk is still smaller in scale compared to
international peers with similar business risk profiles. At
year-end 2020, Almalyk produced 400 kt of copper equivalent versus
610 kt at Eurasian Resources Group or 888 kt at First Quantum
Minerals. Furthermore, while First Quantum Minerals and Eurasian
Resource Group are diversified among three main production assets,
Almalyk mines about 85% of its ore at open-pit Kalmakir. Although
not our base-case scenario, any operational disruption at this mine
would significantly affect the company's ability to generate cash
flow. At the same time, we positively note potential improvement in
asset diversification and scale when greenfield Yoshlik is fully
operational." Successful project ramp-up, if coupled with material
deleveraging, should support an upgrade in the future, all else
being equal.

Governance practices are evolving and their development is crucial
for successful Yoshlik ramp-up and long-term sustainability.
Almalyk has recently taken measures to introduce best corporate
governance practices, gradually transforming from a
government-controlled company to a listed metals and mining
producer. There is still long way to go, but Almalyk published its
January 2020 opening balance for the first time under International
Financial Reporting Standards this year, and is preparing to
publish its full statement with two-year results (2020-2021) in
2022. The company's governance setup recently changed again, after
the government unexpectedly cancelled an agreement with external
trust management, who were in charge of transforming the company
from a government-managed enterprise to a public efficient
commodity producer. The company claims that the management changes
did not affect existing operations or the arrangement of financing
for the Yoshlik project. Still, S&P sees a risk that the planned
improvement in transparency, disclosure, and incorporation of best
governance practices could take more time than previously
anticipated. Maintaining solid governance will be particularly
important for the realization of a large-scale project like
Yoshlik, as timely ramp-up and strong cost control could support
improvements in business sustainability, deleveraging, and equity
growth.

Almalyk's key strengths are its large reserve life, good ore
quality, taxes linked to commodities prices, and diversification
into countercyclical metals to offset copper price volatility.
Almalyk's mining and metallurgical complex is the only copper
producer in Uzbekistan. The company further produces molybdenium,
lead concentrate, and cement and is significantly diversified into
gold and silver. S&P said, "We note gold and copper contribute
35%-40% each to Almalyk's EBITDA. In principal, copper is a very
cyclical metal and prices are usually reflective of global GDP
growth, while gold is countercyclical. However, in the current
extraordinary circumstances, prices for both metals are above
mid-cycle levels and we expect correction for both commodities.
Despite export operations generating only 30% of revenue, gold, and
silver are realized at the Central Bank of Uzbekistan at spot
rates, ensuring about 75% of revenue is U.S.-dollar linked, which
further reduces exposure to domestic currency volatility. Almalyk's
production is fully concentrated in Uzbekistan, with Kalmakir being
the main cash-generating asset. The mine was launched about 70
years ago, but good ore quality and significant reserve size still
ensure a reserve life of about 100 years and above-average
production profitability. We further positively note recent changes
to the tax system, including cancelled cut-off prices, excise
taxes, and reduced mineral tax rates. The tax rates are linked to
commodity prices, introducing a natural hedge against any price
drop, and supporting profitability during downturns."

S&P said, "Our rating on Almalyk benefits from potential
extraordinary support from the government of Uzbekistan.We assess
Almalyk as having a high likelihood of extraordinary support from
the government of Uzbekistan, its 98.6% owner, resulting in one
notch of rating uplift. In our view, Almalyk has a very strong link
with, and plays an important role for, Uzbekistan. We positively
note a track record of support through loans issued at favorable
rates, guaranteed by the government. Although we understand
Uzbekistan plans to refrain from providing guarantees in the
future, the government recently committed to a capital injection of
about UZS10,700 billion and can provide additional support for the
Yoshlik project, if needed. In our base case, we don't forecast the
government will reduce its stake in the company to below 75% and
expect it will fully control Almalyk's strategy through its board
representation.

"The stable outlook reflects our expectation that Almalyk will
raise financing for its massive investment program and launch
production at the Yoshlik mine with no material cost overruns or
delays. In our base case, FFO to debt should remain above 20% at
its peak and successful Yoshlik ramp-up should allow the company to
start deleveraging in 2024, while diversifying production from
Kalmakir."

S&P could lower the rating on Almalyk if:

-- S&P downgrades the sovereign.

-- S&P forecasts FFO to debt will deteriorate below 20% as a
result of cost overruns at Yoshlik, tax rate revisions by the
government, or if gold and copper prices decline more materially
than we currently anticipate.

Ratings upside is limited in the near term due to our expectation
of significant debt accumulation to finance the Yoshlik greenfield
development and reliance on one mine, Kalmakir, to produce most
ore. The successful launch of production at Yoshlik on time and
budget should reduce the dependance on one asset, add stability to
operations, and increase the company's scale, aligning its business
risk profile with those of peers. This, coupled with FFO to debt
comfortably above 30% through the cycle and stable positive
discretionary cash flow, may lead us to consider raising the
rating. S&P could also review the rating on Almalyk if it raises
the sovereign rating.


PETERSBURG SOCIAL: Moody's Affirms 'B2' Bank Deposit Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed long-term local and foreign
currency bank deposit ratings of Petersburg Social Commercial Bank
(PSCB) at B2 and maintained its positive outlook on these ratings.
Concurrently, Moody's affirmed PSCB's Baseline Credit Assessment
and its Adjusted BCA at b2, affirmed the bank's long-term local and
foreign currency Counterparty Risk Ratings at B1 and its long-term
Counterparty Risk Assessment (CR Assessment) at B1(cr). The bank's
Not Prime short-term local and foreign currency bank deposit
ratings, Not Prime short-term local and foreign currency CRRs and
Not Prime(cr) short-term CR Assessment were also affirmed.

RATINGS RATIONALE

The affirmation of PSCB's ratings and assessments reflects the
bank's strong capital and liquidity profiles, as well as its sound
asset quality and good profitability maintained through the
pandemic-related economic recession. The main factors constraining
PSCB's ratings are its niche business model which is under
increasing pressure from competitors and the Central Bank of
Russia's newly introduced Fast Payment System, leaving PSCB
particularly exposed because of its focus on payments services.
Further, the bank's reliance on the predominantly short-term and
concentrated corporate funding as well as market risk in its
sizeable securities portfolio could impose credit challenges.

PSCB's dependence on its niche business and lack of business
diversification are the main factors that continue to constrain the
bank's ratings. The concentration of PSCB's business on payment
services and treasury operations renders its financial performance
vulnerable to the specific risks inherent to these niche segments.
Any adverse changes in the market conditions, as well as operating
and regulatory environment in Russia (for example, changes in
interest rates dynamics, tighter regulation in the payment services
area and already observed increasing competition on the part of
other players, including non-bank fintech entities), may impair the
bank's market franchise and its profitability metrics.

Amongst the key mitigants is PSCB's capital adequacy level, which
represents its key credit strength. As of December 31, 2020, the
bank's adjusted ratio of tangible common equity to risk-weighted
assets was 15%, well above the Russian banking system average. The
capital adequacy is supported by good profitability maintained
through the economic recession, whereby PSCB's net income was 0.9%
of its tangible banking assets in 2020 despite some increase in
credit losses associated with the pandemic. PSCB's income is
largely formed by recurring net interest income and
fee-and-commission income, with the latter component amounting to
almost half of the bank's total revenue.

Moody's expects that PSCB will maintain good asset quality over the
next 12 to 18 months, as it had been the case through the pandemic.
As at December 31, 2020, the bank's problem loans were 5.8% of
total gross loans, well below the banking system average of around
8% as of the same reporting date. Furthermore, as of December 31,
2020, three quarter of PSCB's total assets comprise cash and
cash-equivalents, as well as low-risk high-quality fixed income
securities. The investments in securities make the bank less
susceptible to credit risks compared to its peers, though expose
its financial performance to market risks, particularly relevant in
the rising rates environment.

PSCB is wholly deposit funded; however corporate deposits, which
account for 69% of total customer funding as of December 31, 2020,
are largely represented by short-term and concentrated customer
accounts and hence are more volatile by nature. At the same time,
the share of term deposits in total customer funding is growing,
having increased to 43% as at December 31, 2020 from 29% as at
December 31, 2018. Risks of significant customer funds outflows are
mitigated by the bank's ample liquidity cushion which -- at
December 31, 2020 -- accounted for more than 80% of PSCB's balance
sheet. The most liquid cash and cash equivalents historically made
up between 30% and 50% of PSCB's total liquid assets, and Moody's
expects the bank to remain highly liquid in the next 12 to 18
months, because of the specifics of its business model.

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

Moody's may upgrade PSCB's BCA and deposit ratings in the next
12-18 months if the bank demonstrates its ability to counter the
competition challenges relating to its business model, solidify its
franchise and diversify its product mix while demonstrating
sustainable good financial performance.

PSCB's ratings could be downgraded, or the rating outlook might be
revised back to stable, in case the bank loses its competitive
advantage as an operator of its universal payment service, which
could weaken its profits generation. A downward pressure on PSCB's
ratings could also arise as a result of a material weakening of the
bank's financial performance and loss-absorption capacity, or in
case of materialisation of liquidity risks.

LIST OF AFFECTED RATINGS

Issuer: Petersburg Social Commercial Bank

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b2

Baseline Credit Assessment, Affirmed b2

Long-term Counterparty Risk Assessment, Affirmed B1(cr)

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Long-term Counterparty Risk Ratings, Affirmed B1

Short-term Counterparty Risk Ratings, Affirmed NP

Short-term Bank Deposit Ratings, Affirmed NP

Long-term Bank Deposit Ratings, Affirmed B2, Outlook Remains
Positive

Outlook Action:

Outlook, Remains Positive

PRINCIPAL METHODOLOGY

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


POLYUS PJSC: Fitch Raises LongTerm IDR to 'BB+', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has upgraded PJSC Polyus's Long-Term Issuer Default
Rating (IDR) to 'BB+' from 'BB'. The Outlook is Stable.

The upgrade reflects Polyus's strong business profile and credit
metrics with USD1.1 billion (almost a quarter) debt repayment since
end-2019, favourably positioning the financial profile ahead of the
expected post-2021 gold price moderation and potential large
investment in the Sukhoi Log project.

Fitch forecasts neutral free cash flow (FCF) in 2021-2024, but the
potential USD3.3 billion Sukhoi Log project may turn it negative
from 2022 until its launch in 2027. Given the transformative impact
of Sukhoi Log on Polyus's business profile, Fitch would consider a
leverage increase by around 0.5x from the 2.5x negative funds from
operations (FFO) gross leverage sensitivity during its 2023-2026
active capex phase as still commensurate with the 'BB+' rating.
Fitch forecasts Polyus will comfortably stay within this range,
with FFO gross leverage peaking at around 3x. If Sukhoi Log is not
commissioned (which is not Fitch's rating case) Fitch expects FFO
gross leverage within the 1.5x-2.0x range.

The 'BB+' rating is supported by Polyus's global cost leadership,
top-four gold output level globally and ample reserves with 22-year
mine life. Rating limitations include product and geographical
concentration as well as shareholder concentration and an untested
dividend policy when a net debt/EBITDA exceeds the threshold of
2.5x.

KEY RATING DRIVERS

Sukhoi Log Decision by end-2022: Polyus plans to take a final
investment decision on the Sukhoi Log project in southeast Siberia
in late 2022, once the feasibility study is finalised. The
pre-feasibility study indicates that Sukhoi Log would require up to
USD3.3 billion, mainly during 2023-2026, with first ounces produced
in 2027 and 2.3Moz capacity achieved from 2028. Polyus designates
Sukhoi Log as its flagship greenfield project, with 40Moz JORC
reserves being among the largest and lowest cost globally. The
project's estimated total cash costs USD390/oz are comparable with
Polyus's current level.

A successful ramp-up of Sukhoi Log would have a transformative
impact on the business profile, but in 2027 at the earliest. Fitch
applies a through-the-cycle approach when assessing the negative
impact of Sukhoi Log capex on the company's FCF and leverage
profile against its boost to Polyus's scale and operating cash
flows post-2026.

Fourth-largest Gold Producer: Polyus's output has been rebased at
2.8Moz since 2019 on Natalka mine's ramp up towards its 0.5Moz
annual capacity, making the company the fourth-largest gold
producer globally. Fitch expects Polyus's output to plateau within
the 2.8Moz-3.0Moz range from 2021 as selective development capex is
roughly offset by grade variations, particularly at Olimpiada. This
range implies that Polyus retains its global market position.

Continued Capital Expenditure: Fitch expects Polyus's capital
expenditure to remain elevated in 2021-2024. Near-term investments
relate to increased overburden stripping, Verninskoye mill
expansion and Olimpiada's Bio Units modernisation. The only
material expansion project before Sukhoi Log is Blagodatnoye's
Mill-5, which should bring 390koz from 2025. Fitch estimates non-
Sukhoi Log capex (including stripping) to peak in 2021 at USD1.3
billion, rebasing at or below USD1.0 billion thereafter. However,
Fitch assumes annual capex including Sukhoi Log at USD1.4
billion-USD1.5 billion in 2023-2024.

Leverage Headroom for Sukhoi Log: Fitch expects FFO gross leverage
to stay low at 1.3x (flat yoy) in 2021, as gold prices remain
elevated. Fitch expects gold price moderation and Sukhoi Log capex
to result in releveraging to slightly below 3x by end-2024, or to
2x if Sukhoi Log capex is excluded. Fitch's forecast is based on
elevated 2021-2022 gold prices, low-single-digit cost inflation,
stable ore volumes processed, albeit at varying grades,
Blagodatnoye mill expansion, and favourable taxation due to the
regional investment project regime for these projects, supporting
strong total cash costs (TCC).

Financial Policy: Fitch's forecast incorporates Polyus's dividend
pay-out ratio of 30% of EBITDA if net debt/EBITDA is below 2.5x.
Fitch notes there have been no significant distributions to
shareholders since 2016 when a USD3.4 billion share buyback led to
a leverage spike of 4.4x. Fitch expects no significant shareholder
distributions beyond those stipulated by the dividend policy until
the final investment decision on Sukhoi Log is achieved. Any
material shareholder distributions coupled with moderating gold
prices and intensive Sukhoi Log-driven capex could pressurise
Polyus's leverage profile and its rating.

Low First-Quartile Producer: Polyus is a world-class gold producer
with large-scale high-grade reserves and efficient open pit mining
operations. The group consistently ranks in the lowest cost
position among major miners globally with average TCC not exceeding
USD400/oz and all-in sustaining costs fluctuating around USD600/oz,
both on the lower end of the first quartile on the global cash cost
curve. Average TCC will stay closely or slightly above USD400/oz
over the forecast horizon as Polyus's flagship mines Olimpiada,
Blagodatnoye and Natalka will account for nearly 80% of output and
are expected to retain their TCC at or below the
USD400/oz-USD450/oz range.

Large Reserve Base: Polyus reported proved and probable gold ore
reserves of 61Moz and measured, indicated and inferred mineral
resources of 127Moz for its operating mines as at end-December
2020. The group estimates that it ranks third globally by
attributable gold reserves and third by attributable gold
resources. Polyus puts its average life of mine at around 22 years
based on 2020 production, a very comfortable level for a gold
miner. Reserves and resources exclude Sukhoi Log and other
exploration and development projects.

DERIVATION SUMMARY

Polyus has a strong business profile with scale comparable with
peers, such as Kinross Gold Corporation (BBB-/Positive) and
AngloGold Ashanti Limited (BBB-/Stable). Polyus has a superior
reserve base and strong cost position, offset by a higher
concentration of operations in Russia, while AngloGold and Kinross
operate in several countries with varying operating environment
risk, the latter mitigated by diversification and conservative
financial policies. Conversely, Polyus's dividend policy of a 2.5x
net debt-to-EBITDA threshold has so far been untested in cases when
leverage exceeds this threshold.

Polyus's closest Russian mining peers include PJSC ALROSA
(BBB/Stable) and PJSC MMC Norilsk Nickel (BBB-/Stable), which both
have strong market shares in their respective markets, and are also
cost leaders globally. ALROSA applies a FCF-based dividend policy,
underpinning its lower leverage on a through-the-cycle basis, while
Norilsk Nickel operates on a much larger scale (based on EBITDA
size) and is well diversified across products with comparable
revenue contribution from nickel, copper and palladium.

KEY ASSUMPTIONS

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

-- Average gold price of USD1,700/oz in 2021, USD1,500/oz in 2022
    and USD1,200/oz thereafter;

-- USD/RUB exchange rate averaging 74.2 in 2021, 71.5 in 2022 and
    70.0 thereafter;

-- Average production of roughly 2.8 Moz in 2021-2024;

-- Capex-to-sales include Sukhoi Log and average at slightly
    below 40% in 2022-2024, up from 28% in 2021;

-- Dividends in line with Polyus's dividend policy: 30% of EBITDA
    if net debt/EBITDA is under 2.5x;

-- No cash up-streamed through share buybacks over the next four
    years.

RATING SENSITIVITIES

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

-- Visible progress with the Sukhoi Log project along with a
    record of adherence to a more conservative financial and
    dividend policies on a through the cycle basis supporting FFO
    leverage below 2.0x (gross) and below 1.5x (net) on a
    sustained basis;

-- Fitch may revise the positive rating sensitivities if the
    company decides not to proceed with the Sukhoi Log project.

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

-- FFO leverage above 2.5x (gross) and above 2.0x (net) on a
    sustained basis;

-- FFO leverage materially above 3.0x (gross) and above 2.5x
    (net) during the active phase of the Sukhoi Log project;

-- Sustainably negative FCF generation (excluding Sukhoi Log
    investments);

-- Deterioration of EBITDA margins below 30%.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: Polyus's liquidity position remains strong, with a
USD1.8 billion cash cushion covering USD0.7 billion short-term
debt. Fitch expects FCF to turn negative from 2022, assuming an
active phase of Sukhoi Log investment. Fitch views Polyus's
liquidity profile as adequate until 2023 when more significant debt
maturities fall due. Polyus's USD1.2 billion in committed credit
lines and intent to refinance 2022 notes of USD500 million in
advance will further lengthen the existing debt maturity profile.

ISSUER PROFILE

Polyus is Russia's largest gold producer with 2.8 Moz gold output,
placing it top-four globally. Polyus's low-cost mines are located
in Russia, are open-pit, and three key mines - Olimpiada, Natalka
and Blagodatnoye - make up around 80% of its output.

ESG CONSIDERATIONS

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




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

CODERE SA: Fitch Affirms 'C' LongTerm IDR
-----------------------------------------
Fitch Ratings has affirmed Codere S.A.'s Long-Term Issuer Default
Rating (IDR) at 'C' following the announcement of the restructuring
of its capital structure on 22 April 2021. Fitch has also affirmed
the instrument ratings Codere Finance 2 (Luxembourg)'s super senior
secured notes at 'CC'/RR3, and senior secured notes at 'C'/RR4.

Upon completion of the restructuring, Fitch will downgrade Codere's
IDR to 'RD' (Restricted Default) before re-rating the group based
on business prospects and the new amended and extended capital
structure.

Fitch has withdrawn the rating on Codere Finance 2 (Luxembourg)'s
EUR 103 million 2023 super senior secured bridge notes for
commercial reasons.

KEY RATING DRIVERS

Grace Periods Addressed: On 30 March 2021, Codere entered a grace
period provided in the indenture documentation to the super senior
notes to defer an interest payment due on 31 March 2021. Under
Fitch's Rating Definitions, these conditions are considered a 'near
default' situation and are commensurate with a 'C' IDR . The grace
period was entered into on 31 March for the super senior secured
notes and 30 April for the senior secured notes. A bridge notes
issuance in April and May allowed Codere to pay the outstanding
interest.

Distressed Debt Exchange Restructuring: Codere's announcement of a
proposed restructuring including a debt to equity swap on the 46%
of the senior secured notes triggers the definition of a distressed
debt exchange transaction under Fitch's methodology. The proposed
restructuring will include EUR125 million of new additional super
senior secured debt, on top of the recently issued EUR103 million
2023 super senior secured bridge notes, which in Fitch's view
should address the short-term liquidity risks Fitch anticipated in
Fitch's rating case, alleviating the likelihood of an imminent
coupon payment default.

Failure Likely to Lead to Default: Additional funding of around
EUR100 million bridge notes provided some liquidity headroom.
However, Fitch already anticipated that at least an additional
EUR100 million funding would be required before end-2021 due to
slow global recovery and moderate vaccination pace, particularly in
Latam, as assumed in the updated rating case. Fitch believed a
restructuring of the current capital structure is unavoidable in
the short term in light of a slower recovery towards pre-pandemic
levels.

Failure to successfully implement the proposed restructuring by
end-September would likely result in a payment default before
year-end, unless an alternative liquidity solution is arranged,
which in Fitch's view seems highly unlikely at this stage. This is
mitigated by the 90% of super senior and senior secured
noteholders' accession to the lock-up restructuring agreement.

High Refinancing Risk: Refinancing risk will remain high as Fitch
does not expect a full recovery until 2023. Intermittent lockdowns,
social distancing measures and point-of-sale closures in multiple
operational jurisdictions will continue to put pressure on upcycle
trends. This may continue until vaccination rollouts are more
advanced. .

DERIVATION SUMMARY

Codere's current financial profile allows for little rating
comparability with peers within the gaming industry.

Codere's business profile is currently positioned in the lower
range of Fitch's rated gaming portfolio, with lower diversification
into online business compared with Flutter (BBB-/Negative), Entain
Plc (BB/Positive) and Sazka Group a.s. (BB-/Stable), as well as a
weaker corporate governance score.

KEY ASSUMPTIONS

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

Once the debt restructuring occurs, and Fitch has reviewed the
company's assumptions supporting the revised business plan and
capital structure, the agency will revise its long-term forecasts
for the company supporting a new post-restructuring IDR and
corresponding instrument ratings.

Fitch's Key Recovery Assumptions:

-- The recovery analysis assumes that Codere would remain a going
    concern in the event of restructuring and that it would be
    reorganised rather than liquidated. Fitch has assumed a 10%
    administrative claim in the recovery analysis.

-- Fitch assumes a post-restructuring EBITDA of EUR180 million,
    on which Fitch bases the enterprise value.

-- Fitch assumes a distressed multiple of 4.5x, reflecting the
    group's comparative size, leading market positions and
    geographical diversification, with large exposure to Latin
    America.

-- Fitch applies a blended Recovery Rating cap to calculate the
    final Recovery Rating in line with Fitch's methodology.
    Although the company is headquartered in Spain, the group has
    exposure to countries with lower Recovery Rating caps, like
    Italy and most Latin American countries.

-- Fitch's waterfall analysis generates a ranked recovery for
    super senior creditors in the 'RR3' band, indicating a 'CC'
    instrument rating assigned to the super senior debt. The
    waterfall analysis output percentage on current metrics and
    assumptions is 52% for the super senior notes, as Fitch's
    recovery estimates are capped at 'RR3' after applying the
    blended cap.

-- Under Fitch's recovery analysis the senior secured notes post
    restructuring result in a 'RR4', using a mid-point of 41%
    after applying the blended cap, indicating a debt instrument
    rating of 'C', in line with the IDR. This reflects their
    subordination to the super senior notes.

RATING SENSITIVITIES

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

-- Fitch does not foresee an upgrade until the proposed
    restructuring transaction completes. .

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

-- Completion of a distressed debt exchange leading to a
    downgrade (to 'RD') before re-rating the new capital structure
    post-restructuring.

-- Company filing for insolvency proceedings.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Insufficient Liquidity, Unavoidable Restructuring; Additional
funding of EUR100 million will provide liquidity headroom for
several months. However, Fitch continues to believe the funds
raised in May will be insufficient in the event of a slower
recovery in 2H21 due to delays in global vaccination schemes,
particularly in Latam, as assumed in Fitch's updated rating case. A
restructuring of the current capital structure is unavoidable in
the short term in light of a slower recovery towards pre-pandemic
levels triggering a distressed debt exchange under Fitch's
methodology. The additional EUR125 million of super senior notes to
be issued at completion of the restructuring will reduce liquidity
pressure in the short term, giving some headroom for slower
business recovery and cash flow generation.

ISSUER PROFILE

Spain-based gaming company Codere is a leading gaming operator in
Latin America (Mexico, Argentina, Colombia, Uruguay and Panama),
Spain and Italy.

ESG CONSIDERATIONS

Codere has an ESG Relevance Score of '4' for Management Strategy,
due to its focus on land-based operations and lack of meaningful
online presence. This factor has a negative impact on the credit
profile, as already reflected in the rating, and is relevant to the
rating in conjunction with other factors.

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


IM ANDBANK 1: Moody's Gives (P)Ba3 Rating to EUR5.2MM Cl. C Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to Notes to be issued by IM AndBank RMBS 1, FT:

EUR[138.8]M Class A Notes due [November 2058], Assigned (P)Aa2
(sf)

EUR[6.0]M Class B Notes due [November 2058], Assigned (P)Baa3 (sf)

EUR[5.2]M Class C Notes due [November 2058], Assigned (P)Ba3 (sf)

Moody's has not rated the EUR[6.8]M Class Z Notes due [November
2058].

IM AndBank RMBS 1, FT is a one year revolving cash securitisation
with one year ramp-up period consisting of performing residential
mortgage loans extended to borrowers located in Spain, originated
by Andbank Espana, S.A.U. ("Andbank", NR).

RATINGS RATIONALE

The provisional ratings take into account the credit quality of the
underlying mortgage loan pool, from which Moody's determined the
Moody's Individual Loan Analysis Credit Enhancement ("MILAN CE")
assumption and the portfolio's expected loss.

The key drivers for the portfolio's expected loss of 1.3% are: (i)
analysis of the static and dynamic information on delinquencies and
recoveries received from originator; (ii) benchmarking with
comparable transactions in the Spanish RMBS market; and (iii)
current economic environment in Spain.

The key drivers for the 8.0% MILAN CE number, which is below the
average for Spanish RMBS, are: (i) the low current weighted-average
loan-to-value ("LTV") ratio of 53.2% calculated taking into account
the original full property valuations; (ii) the positive selection
of the pool with 100% of the loans having never been in arrears
(one day) since the loans were granted; (iii) no restructured loans
in the portfolio; (iv) no loans in payment holiday due to COVID-19
moratorium; and (v) only 8.7% of the borrowers in the pool, who are
not Spanish nationals (100% residents in Spain).

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

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

Moody's considers that the deal has the following credit strengths:
(i) an interest rate swap hedging the fixed-floating risk which
exists in the transaction; and (ii) a reserve fund, which will be
funded at closing and will be equal to 4.5% of the original balance
of the Notes. The reserve fund covers potential shortfalls in the
Notes' interest during transaction's life and principal at maturity
of the Notes.

Moody's notes that the transaction features some credit weaknesses
such as: (i) small originator with historical data that does not
cover a full economic cycle; (ii) limited spread in the
transaction; (iii) no interest rate swap in place to cover floating
interest rate risk; and (iv) the transaction has a 1-year revolving
period during which additional portfolios may be sold to the
special-purpose vehicle, during the first year of the revolving
period the portfolio and the outstanding Notes' balances of
existing Notes can increase up to EUR300 million. Moody's has taken
this into account in its quantitative analysis.

The pool has a low seasoning of 1.2 years, with all loans in the
pool having been originated after 2018. WA current LTV of the pool
is 53.2% (based on the original valuation when the loan was
granted), around 42.6% of the loans are concentrated in the Madrid
region and 31.1% In Catalonia. The weighted average interest rate
is 1.06%.

Andbank will continue servicing the securitised loans. Even if
there is no back-up servicer in the transaction, the management
company acts as back-up servicer facilitator and independent cash
manager.

The reserve fund provides liquidity support and is sufficient to
cover 27 months of interest payments and senior expenses.

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

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

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

Factors that may lead to an upgrade of the ratings include a
significantly better-than-expected performance of the pool combined
with an increase of the Spanish Local Currency Country Risk
Ceiling.

Factors that may cause a downgrade of the ratings include
significantly different loss assumptions compared with Moody's
expectations at closing due to either: (i) a change in economic
conditions from Moody's central forecast scenario; or (ii)
idiosyncratic performance factors that would lead to rating
actions. Finally, a change in Spain's sovereign risk may also
result in subsequent rating actions on the Notes.




===========
S W E D E N
===========

HEIMSTADEN BOSTAD: S&P Rates New Unsecured Sub. Hybrid Notes 'BB+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to the proposed
unsecured subordinated hybrid notes to be issued by Heimstaden
Bostad AB (BBB/Stable/--).

The completion and size of the transaction will be subject to
market conditions, but S&P anticipates an issuance of up to EUR600
million. Heimstaden plans to use most of the proceeds to repay
medium-term bonds and secured debt, and any excess liquidity will
be used to fund the company's growth.

The proposed hybrid notes will have a non-call period from issuance
of 6.6 years. The notes are optionally deferrable and subordinated.
However, Heimstaden could call the bond any time prior to the first
call date at a make-whole premium ("make-whole call"), although S&P
understands that the company has no intention of doing so.
Accordingly, S&P does not include it as a call feature in its
hybrid analysis, even if it is referred to as a make-whole call
clause in the hybrid documentation.

S&P said, "We classify the proposed notes as having intermediate
equity content until their first call dates (at least five years
from the date of issuance) because they meet our criteria in terms
of their subordination, permanence, and optional deferability
during this period.

"Consequently, in our calculation of Heimstaden's credit ratios, we
will treat 50% of the principal outstanding and accrued interest
under the hybrids as equity rather than debt. We will also treat
50% of the related payments on these notes as equivalent to a
common dividend. Both treatments are in line with our hybrid
capital criteria.

"We note that the proposed issuance would bring our hybrid
capitalization rate close to our threshold of 15%, based on pro
forma financials for the rolling-12-month period to March 31, 2021,
assuming an issuance of up to EUR600 million. We will treat any
amount exceeding the 15% threshold as debt and its related
dividends as interest in our adjusted credit metrics.

"If asset or liability management or future issuances were to take
Heimstaden's hybrid capitalization rate well above our 15%
threshold, we would likely consider the company's financial policy
aggressive and its capital structure as too dependent on hybrids.
In these circumstances, we may reconsider the equity content of all
the outstanding hybrid instruments.

"We understand that the company is committed to keeping the
subordinated perpetual notes as a permanent part of its capital
structure and its capitalization rate below our 15% threshold."

S&P arrives at its 'BB+' issue rating on the proposed notes by
deducting two notches from its 'BBB' issuer credit rating (ICR) on
Heimstaden. Under our methodology:

-- S&P deducts one notch for the subordination of the proposed
notes, because the ICR on Heimstaden is investment grade (that is,
'BBB-' or above); and

-- S&P deducts an additional notch for payment flexibility to
reflect that the deferral of interest is optional.

The notching reflects S&P's view that there is a relatively low
likelihood that the issuer will defer interest. Should its view
change, it may increase the number of notches we deduct to derive
the issue rating.




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

ANGLIAN OSPREY: Moody's Upgrades Sr. Secured Bond Ratings to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded to A3 from Baa1 the
corporate family rating of Anglian Water Services Ltd. (Anglian
Water), and to Baa1 from Baa3 the subordinated debt ratings of the
Class B notes issued by Anglian Water Services Financing plc (AWSF)
and guaranteed by Anglian Water. The rating agency has also
affirmed at A3 the senior secured debt ratings of the Class A notes
issued by AWSF and guaranteed by Anglian Water.

The A2 rating of those AWSF bonds that are subject to a financial
guarantee by Assured Guaranty UK Limited (A2 stable) of timely
payments of scheduled interest and principal will continue to
reflect the insurance financial strength rating of the guarantor
and are unaffected by this action.

Concurrently, Moody's has upgraded to Ba1 from B1 the senior
secured ratings of Anglian Water (Osprey) Financing plc (Osprey).

The outlook on all ratings is stable.

The rating action follows Anglian Water's announcement, on June 17,
2021, of a new financing structure, with lower gearing intended to
support "solid investment grade credit ratings" and ensure "a
sustainable and efficient capital structure in the interest of
customers and investors, the environment and long-term viability".
[1]

RATINGS RATIONALE

The rating action reflects a strengthening of Anglian Water's and
Osprey's respective consolidated financial profile amid a
tightening of creditor protections under these entities' financing
documents. Moody's regards companies' financial strategy and risk
management as well as board policies and procedures as governance
risks under its ESG framework, and the improved credit enhancements
support a stronger credit quality for both entities.

Aside from updates to the funding arrangements of Anglian Water and
Osprey, the wider group's new financing structure also introduces
an additional holding company, Aigrette Financing Limited, which
indirectly holds 100% of Osprey's shares. Overall consolidated
gearing at the new holding company will remain broadly in line with
recent leverage, measured as net debt to Anglian Water's regulatory
capital value (RCV) of around 87% at March 2021, but part of the
debt currently within the Anglian Water and Osprey groups will be
refinanced at the new holding company, deleveraging the lower group
entities. A tightening of financial covenants embedded in the
common terms that apply to all present and future creditors at
Anglian Water and Osprey, respectively, ensures that the lower
gearing levels will be maintained.

More broadly, the credit quality of Anglian Water and Osprey
continue to be supported by (1) Anglian Water's low business risk
profile as a monopoly provider of essential water and sewerage
services; (2) relatively stable and predictable cash flow
generation under a well-established and transparent regulatory
framework; (3) a track record of strong operational performance;
and (4) good revenue visibility over the remainder of the 2020-25
regulatory period (AMP7), following the final determination by the
Competition and Markets Authority (CMA) in March 2021. The CMA
increased Anglian Water's real allowed return by 20 basis points
and the company's wholesale total expenditure allowances by GBP112
million compared with the original determination from the Water
Services Regulation Authority (Ofwat), the economic regulator for
water and wastewater companies in England and Wales.

RATIONALE FOR UPGRADE OF THE ANGLIAN WATER CFR TO A3 AND
AFFIRMATION OF CLASS A AT A3

According to Anglian Water's announcement, approximately GBP1
billion of debt will be raised. Anticipated new borrowing is
backstopped by committed bank bridge facilities at Osprey (GBP450
million bridge loan and GBP150 million term loan) and the new
holding company (GBP560 million loan facilities). Proceeds will be
contributed as equity capital into Anglian Water to reduce the
operating company leverage to just under 70% of net debt/RCV
compared with previously just over 80%. In addition, Anglian Water
and its finance subsidiary AWSF will enter into a deed poll for the
benefit of secured creditors, which will tighten existing financial
covenants to levels commensurate with current Class A creditor
protections. This means that distribution lock-ups would be
triggered, if Anglian Water's net debt/RCV ratio increased above
75% rather than 85% previously. In addition, adjusted interest
coverage trigger levels have been tightened to 1.3x (from 1.1x) and
1.4x (from 1.2x) for annual and three-year rolling average ratios,
respectively.

In Moody's view, the improved creditor protections support a CFR of
A3 for Anglian, one notch higher than the previous Baa1 rating.
However, the changes do not affect the credit quality of the senior
secured Class A creditors, whose credit risk remains unchanged and
the A3 senior secured debt ratings that apply to ASWF's Class A
issuance will align with Anglian Water's A3 CFR. This takes into
account the broader intention to move to an effective
single-tranche senior secured financing structure at Anglian Water
level, evidenced by the company's commitment to issue no further
Class B debt in future. A smaller Class B tranche also provides
less first-loss absorption for Class A creditors in future, such
that a distinction in credit risk between Class A creditors and the
operating group's corporate family is no longer warranted.

RATIONALE FOR UPGRADE OF ANGLIAN WATER'S CLASS B TO Baa1

Existing Class B creditors will benefit from the overall
improvement in the credit quality of the corporate family as
described above. However, while a strengthening of the financial
profile and increased headroom against covenants mean that Class B
creditors' credit quality will closely track that of Class A, Class
B creditors remain contractually subordinated. As long as Class A
remains outstanding, Class B creditors will have no voting rights
in any creditor decisions and will be serviced after Class A debt
from available cash flows or proceeds from any security enforcement
following an event of default. Moody's believes that the
potentially higher loss severity in an event of default justifies a
distinction for Class B creditors, but not more than one notch,
given the stronger credit quality of the corporate family as well
as an overall similar probability of default between Class A and
B.

Anglian Water's announcement also refers to a near-term offer for
Class B noteholders with an option to convert their liabilities
into Class A notes. Moody's expects that any new Class A debt
issued in connection with a future exchange offer will be rated in
line with outstanding debt of that class.

RATIONALE FOR UPGRADE OF OSPREY TO Ba1

Osprey has implemented a new financing structure with updated
common terms, which will tighten its financial covenants as well as
ring-fence against debt raised higher up in the group. The Osprey
group plans to maintain gearing, measured as Osprey's consolidated
net debt to Anglian Water's RCV, of just under 80%, with
distribution lock-ups under the new framework triggered if this
ratio increased above 85%, compared with 93% under the existing
funding arrangements. In addition, adjusted interest cover ratio
triggers of 1.1x and 1.2x have been introduced for annual and
three-year rolling average ratios, respectively. The overall
covenant and security package includes many creditor benefits that
previously applied to Class B creditors at the operating company
level and is significantly more comprehensive than the existing
Osprey arrangements.

While the currently outstanding Osprey notes will remain subject to
their own terms and intercreditor arrangements, existing Osprey
creditors will indirectly benefit from the tighter covenant package
that will apply to the new debt raised and all future creditors.
Moody's believes that this has improved Osprey's consolidated
credit quality to a level broadly commensurate with a mid-Baa
rating level.

The upgrade of the existing Osprey notes to Ba1 reflects the
improvement in the group's consolidated credit quality, but also
(1) the overall lower level of operating company debt, which will
rank ahead, contractually and structurally, in an event of default;
as well as (2) the material headroom envisaged against operating
company lock-up level, which could prevent distributions from
Anglian Water to Osprey.

However, the Ba1 rating also takes into account that Osprey's
creditors remain structurally, and not just contractually,
subordinated to lenders at the operating company level (which Class
B creditor were not). It further reflects that (1) any distribution
lock-up triggered at Anglian Water could deprive Osprey from the
cash flows needed to service its own debt (albeit somewhat
mitigated by a requirement to maintain at least 18 months debt
service liquidity, excluding principal payments); (2) security
provided at Osprey level would become worthless, if the senior
operating company creditors were to exercise their security over
the Anglian Water shares first; and (3) as a result of (1) and (2)
a higher probability of default as well as higher loss severity in
an actual default scenario for Osprey creditors compared with
Anglian Water creditors.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Anglian
Water's net debt/RCV will fall below 70%, and that the company will
be able to achieve an adjusted interest coverage ratio (AICR)
comfortably above 1.5x (excluding the income from customer
contributions for new connections). The rating agency also expects
the AICR to strengthen over the course of AMP7. Anglian Water will
receive the benefit from the CMA settlement over the last three
years and continues to benefit from the low interest rate
environment to fund new investments and RCV growth during the
period.

In addition, the stable outlook for Osprey reflects Moody's
expectation that Anglian Water will maintain significant headroom
against its distribution lock-up covenants.

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

With the recent tightening of the debt protection measures and
updated financial policy, which are reflected in the rating
upgrades, Moody's currently does not envisage further upward rating
pressure at either Anglian Water or Osprey. However, the Baa1
ratings for remaining Class B notes would be considered for a
rating upgrade, if -- at some point in the future -- Class B
creditors decided to convert their obligations into Class A notes,
and Class A notes were at that point still rated above Baa1.

Conversely, the ratings could be downgraded if (1) Anglian Water's
net debt/RCV appeared likely to rise materially above the low 70s
in percentage terms or its AICR to fall persistently below 1.5x
and/or Osprey's consolidated net debt to Anglian Water's RCV would
likely increase well above 80% or its consolidated AICR fall below
1.3x for a prolonged time.

In addition, downward rating pressure could result from (1)
adoption of more aggressive financial policies, (2) a significant
increase in business risk for the sector as a result of legal
and/or regulatory changes leading to a reduction in the stability
and predictability of regulatory earnings, which in each case are
not offset by other credit-strengthening measures, or (3)
unforeseen funding difficulties.

Furthermore, Osprey's ratings could also be downgraded if weaker
than anticipated cash flow at Anglian Water means that financial or
rating triggers limiting dividend payments are more likely to be
triggered. Financial triggers in Anglian Water's updated financing
structure include (1) RCV gearing in excess of 75%; or (2) adjusted
interest cover ratio below 1.3x in any one year, or below 1.4x on a
three-year rolling average. Rating triggers include two or more
ratings below Baa2 for Anglian Water's Class A debt or below Baa3
for its Class B debt.

The principal methodology used in these ratings was Regulated Water
Utilities published in June 2018.

Anglian Water Services Ltd. is the fourth-largest of the 10 water
and sewerage companies in England and Wales by RCV, reporting an
RCV of just under GBP8 billion at March 2021, and the largest in
terms of geographical area. The company serves 27,500 square
kilometres across East Anglia and the English Midlands as well as
around Hartlepool, providing water and wastewater services to
around 6.3 million customers. Anglian Water (Osprey) Financing plc
is the financing subsidiary of Osprey Acquisitions Limited, an
intermediate holding company in the Anglian Water Group.

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: Anglian Water (Osprey) Financing plc

Backed Senior Secured Regular Bond/Debenture, Upgraded to Ba1 from
B1

Issuer: Anglian Water Services Financing plc

Backed Subordinate Regular Bond/Debenture, Upgraded to Baa1 from
Baa3

Issuer: Anglian Water Services Ltd.

LT Corporate Family Rating, Upgraded to A3 from Baa1

Affirmations:

Issuer: Anglian Water Services Financing plc

Backed Senior Secured Regular Bond/Debenture, Affirmed A3

Underlying Senior Secured Regular Bond/Debenture, Affirmed A3

Outlook Actions:

Issuer: Anglian Water (Osprey) Financing plc

Outlook, Remains Stable

Issuer: Anglian Water Services Financing plc

Outlook, Remains Stable

Issuer: Anglian Water Services Ltd.

Outlook, Remains Stable


CAMELOT UK: Moody's Affirms B2 Corp. Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed Camelot UK Holdco Limited's
("Camelot Holdco") B2 Corporate Family Rating and B2-PD Probability
of Default Rating. Concurrent with this rating action, Moody's
upgraded the existing senior secured first-lien credit facilities
and senior secured notes residing at Camelot Finance SA (a
Luxembourg-based indirect wholly-owned holding company of Camelot
Holdco) to B1 from B2, and assigned a B1 rating to the proposed $1
billion 7-year senior secured notes and Caa1 rating to the $1
billion 8-year senior unsecured notes that will be issued by
Clarivate Science Holdings Corporation, a Delaware-based indirect
wholly-owned holding company of Camelot Holdco. The outlook remains
stable.

Camelot Holdco is a wholly-owned direct subsidiary of Clarivate plc
("Clarivate" or the "company"), which is the entity that is owned
by public shareholders and files the group's consolidated financial
statements. As a holding company with no material assets other than
the capital stock of its subsidiaries, Clarivate conducts
substantially all of its operations through its subsidiaries.
Though Clarivate is not an issuer or guarantor of the existing debt
instruments or new notes, the company's consolidated financial
condition and results of operations substantially reflect the
financial condition and results of operations of Camelot Holdco,
which is a guarantor of the existing debt and will be a guarantor
of the new notes.

Proceeds from the new notes together with Clarivate's recently
announced capital raises via the offering of new common shares and
mandatory convertible preferred shares will be used to help finance
the $5.3 billion acquisition of ProQuest LLC, which is expected to
close in Q3 2021. The new notes will initially be held in escrow
without the benefit of guarantees from Camelot Holdco or its
restricted subsidiaries. Upon closing of the acquisition and
release of the notes from escrow, Camelot Holdco will provide a
downstream guarantee together with guarantees from Camelot Holdco's
restricted subsidiaries on a senior secured basis for the secured
notes and senior unsecured basis for of the unsecured notes.
Following release from escrow, the new secured notes will rank pari
passu with and share the same collateral package as the existing
senior secured credit facilities and secured notes, which are
secured by a first-priority lien on substantially all tangible and
intangible assets of Camelot Holdco, the credit facilities'
borrowers and the restricted operating subsidiary guarantors.

Following is a summary of the rating actions:

Affirmations:

Issuer: Camelot UK Holdco Limited

Corporate Family Rating, Affirmed at B2

Probability of Default Rating, Affirmed at B2-PD

Ratings Upgraded:

Issuer: Camelot US Acquisition LLC (Co-Borrower: Camelot UK Bidco
Limited)

$250 Million Gtd Senior Secured First-Lien Revolving Credit
Facility due 2024, Upgraded to B1 (LGD3) from B2 (LGD3)

Issuer: Camelot Finance SA (Co-Borrowers: Camelot US Acquisition
LLC, Camelot US Acquisition 1 Co and Camelot US Acquisition 2 Co)

$1,260 Million ($1,244.25 Million outstanding) Gtd Senior
Secured First-Lien Term Loan B due 2026, Upgraded to B1 (LGD3)
from B2 (LGD3)

$1,600 Million ($1,596 Million outstanding) Gtd Incremental
Senior Secured First-Lien Term Loan B due 2026, Upgraded to
B1 (LGD3) from B2 (LGD3)

Issuer: Camelot Finance SA

$700 Million Gtd Senior Secured Global Notes due 2026,
Upgraded to B1 (LGD3) from B2 (LGD3)

Assignments:

Issuer: Clarivate Science Holdings Corporation

$1,000 Million Senior Secured Global Notes due 2028, Assigned
B1 (LGD3)

$1,000 Million Senior Unsecured Global Notes due 2029, Assigned
  Caa1 (LGD6)

Outlook Actions:

Issuer: Camelot UK Holdco Limited

Outlook, Remains Stable

The assigned ratings are subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's.

RATINGS RATIONALE

The upgrade of the first-lien credit facilities and senior secured
notes to B1 result from inclusion of new senior unsecured notes in
the debt capital structure, which are structurally subordinated
given the absence of collateral, and provide support to the senior
secured debts under Moody's Loss Given Default (LGD) framework.
Since the unsecured notes would absorb a greater proportion of
losses in a distressed scenario, they are rated Caa1, two notches
below the CFR.

Though pro forma gross debt will increase, the transaction is
leverage and ratings neutral chiefly due to the addition of
ProQuest's EBITDA. Moody's pro forma EBITDA estimate includes
Clarivate's LTM March 31, 2021 EBITDA and the full LTM impact of
EBITDA from ProQuest and Clarivate's CPA Global acquisition
(completed in Q4 2020), plus Moody's expectation for annual
run-rate cost savings (net of Moody's estimates for costs to
achieve planned savings). This results in pro forma LTM financial
leverage in the range of 5x-5.3x total debt to EBITDA (Moody's
adjusted), below the 6.5x downgrade threshold. The new mandatory
convertible preferred shares are excluded from Moody's adjusted
financial metrics calculations (and the LGD model) since they are
given 100% equity credit under Moody's Hybrid Equity Credit
Methodology for speculative grade issuers. This is due to the
instrument's equity-like attributes, which include no debt claim in
bankruptcy, missed dividends do not trigger a default event and no
rights to trigger a default or acceleration.

In addition to increasing Clarivate's annual pro forma 2020 revenue
to around $2.6 billion (includes CPA Global, ProQuest and Decision
Resources Group, and excludes divestitures), further scale benefits
from the ProQuest transaction include: (i) substantial expansion of
Clarivate's content; (ii) enhanced research solutions and
additional library management workflow offerings; (iii) broadening
of analytics offerings; and (iv) access to adjacent markets and
users. Clarivate also expects to achieve around $100 million of
run-rate cost savings (expected to be achievable 15-18 months after
closing) plus $65 million in annual cash tax savings, which
collectively will further enhance the company's strong free cash
flow (FCF) generation. Moody's believes future FCF generation will
be allocated to debt repayment and new product development.

Camelot Holdco's B2 CFR is supported by Clarivate's leading global
market positions across its core scientific/academic research and
intellectual property businesses. The rating also considers the
high proportion of subscription-based recurring revenue (>80% of
revenue) and high switching costs derived from Clarivate's
proprietary data extraction methodology, which facilitates
development of value-added databases that are considered the
"gold-standard" among its clients. Given that its mission-critical
subscription products are embedded in customers' core operations
and research workflows, customer renewals and retention rates on a
weighted average basis have remained above 90%. Clarivate also
benefits from good diversification across end markets, geography
and customers and relatively high EBITDA margins in the 40% range
(Moody's adjusted, excluding one-time cash items). The company's
low net working capital and "asset-lite" operating model
facilitates a high conversion of EBITDA to positive FCF.

Factors that weigh on the rating include Clarivate's moderately
high pro forma financial leverage and low single-digit percentage
organic revenue growth rate, influenced by transactional revenue
declines partially offset by subscription revenue growth.
Transactional revenue has been more vulnerable to reduced demand
due to the economic impact from the coronavirus pandemic. Clarivate
faces competitive challenges from industry players that are
amassing scale as well as new technology entrants, and regulatory
changes that could restrict access to data. Low single-digit
percentage revenue growth at North American universities coupled
with consolidation across the pharmaceutical industry could lead to
customer budget constraints. The credit profile is also influenced
by governance risks related to private equity ownership, such as
sizable debt-financed distributions or growth-enhancing
acquisitions, which could pose integration challenges and lead to
volatile credit metrics. Somewhat offsetting this is Clarivate's
historical use of equity to help fund large acquisitions, which
Moody's expect to continue.

The stable outlook reflects Moody's view that Clarivate's business
model and operating profitability will remain fairly resilient,
experience low-to-mid-single digit organic revenue and EBITDA
growth and generate solid FCF over the next 12-18 months. Moody's
expects the company will expand market share from new client wins
and penetrate further into existing accounts. Moody's projects that
Clarivate will maintain good liquidity, continue to use a prudent
mix of equity and debt to finance future M&A and use FCF to reduce
pro forma leverage to a target of around 4.5x net debt to EBITDA
(as-reported) at close of the ProQuest transaction (depending on
cash balances, equivalent to approximately 5x-5.5x gross leverage
on a Moody's adjusted basis).

Over the next 12-15 months, Moody's expects good liquidity
supported by positive FCF generation in the range of 7%-10% of
total debt (Moody's adjusted), solid cash levels (unrestricted cash
balances totaled $399 million at March 31, 2021) and access to the
$250 million revolving credit facility.

Though Clarivate's shares trade publicly, it remains a portfolio
company of private equity sponsors Onex and Baring Asia, which own
about 38% of Clarivate. Consequently, Moody's expects the company's
financial strategy to be somewhat aggressive given that equity
sponsors have a tendency to tolerate high leverage and favor high
capital return strategies for limited partners. Clarivate's
governance risk is elevated as a result of sponsor ownership,
particularly in view of the highly-leveraged balance sheet.
Management's financial strategy, capital allocation, credibility
and track record are influenced by the equity sponsors'
demonstrated desire to use debt, mitigated by the prudent issuance
of equity to help fund the purchase of ProQuest and past
acquisitions.

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

Ratings could be upgraded if Clarivate demonstrates organic revenue
growth in the mid-single digit percentage range and EBITDA
expansion that leads to consistent and growing free cash flow
generation of at least 6% of total debt (Moody's adjusted).
Additionally, upward rating pressure could occur if total debt to
EBITDA is sustained below 4.5x (Moody's adjusted) and the company
exhibits prudent financial policies and a good liquidity profile.

Ratings could be downgraded if total debt to EBITDA was sustained
above 6.5x (Moody's adjusted) or free cash flow were to materially
weaken below 2% of total debt (Moody's adjusted) due to
deterioration in operating performance. Market share erosion,
liquidity deterioration, significant client losses or if Clarivate
engages in debt-financed acquisitions or shareholder distributions
resulting in leverage sustained above Moody's downgrade threshold
could also result in ratings pressure.

Headquartered in Philadelphia, PA, Camelot UK Holdco Limited is a
wholly-owned subsidiary of Clarivate plc, which provides
comprehensive intellectual property and scientific information,
decision support tools and services that enable academia,
corporations, governments and the legal community to discover,
protect and commercialize content, ideas and brands. Formerly the
Intellectual Property & Science unit of Thomson Reuters
Corporation, Clarivate was a carve-out purchased by Onex and Baring
Asia for approximately $3.55 billion in October 2016. Following the
May 2019 merger with Churchill Capital Corp., a special purpose
acquisition company (SPAC), Clarivate operates as a publicly traded
company. Revenue for the last twelve months ended March 31, 2021
was approximately $1.4 billion as-reported.

Headquartered in Ann Arbor, Michigan, ProQuest LLC aggregates,
creates, and distributes academic and news content and software
solutions serving academic, corporate and public libraries
worldwide. The company's ownership consists of Cambridge
Information Group, Inc. (majority shareholder), Atairos and Goldman
Sachs. Revenue for the last twelve months ended March 31, 2021 was
approximately $872 million as-reported.

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


CANADA SQUARE 2021-2: Moody's Assigns (P)B1 Rating to Cl. X Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by Canada Square Funding 2021-2 PLC:

GBP[]M Class A Mortgage Backed Floating Rate Notes due June 2058,
Assigned (P)Aaa (sf)

GBP[]M Class B Mortgage Backed Floating Rate Notes due June 2058,
Assigned (P)Aa2 (sf)

GBP[]M Class D Mortgage Backed Floating Rate Notes due June 2058,
Assigned (P)A1 (sf)

GBP[]M Class E Mortgage Backed Floating Rate Notes due June 2058,
Assigned (P)Baa1 (sf)

GBP[]M Class X Floating Rate Notes due June 2058, Assigned (P)B1
(sf)

Moody's has not assigned any ratings to the GBP []M VRR Loan Note
due June 2058, the Class S1 Certificate due June 2058, the Class S2
Certificate due June 2058 and the Class Y Certificates due June
2058.

The Notes are backed by a pool of UK buy-to-let ("BTL") mortgage
loans originated by Fleet Mortgages Limited ("Fleet", NR), Topaz
Finance Limited ("Topaz", NR) and Landbay Partners Limited
("Landbay", NR). The pool was acquired by Citibank N.A., London
Branch (Aa3/(P)P-1 & Aa3(cr)/P-1(cr)) from each originator.

The portfolio of assets amounts to approximately GBP[221] million
as of the April 30, 2021 pool cutoff date. The Reserve Fund will be
partially funded to 1% of the Class A Notes' balance at closing and
the total credit enhancement for the Class A Notes will be 12.39%.
The VRR Loan Note is a risk retention Note which receives 5% of all
available receipts, while the remaining Notes and Certificates
receive [95]% of the available receipts on a pari-passu basis.

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

According to Moody's, the transaction benefits from various credit
strengths such as a granular portfolio and an amortising liquidity
reserve initially sized at [1.0]% of 100/95 of the outstanding
Class A Notes with a floor of [1.0]% of 100/95 prior to the step-up
date and no floor post the step-up date in December 2025 supporting
the Class S1 Certificate, Class S2 Certificate and Class A Notes.
The target amount of the liquidity reserve fund is 1.25% of the
outstanding Class A Notes and the principal receipts will be used
to fund the reserve from 1.0% up to its target. The release amounts
from the liquidity reserve fund will flow through the principal
waterfall. There is no general reserve fund.

Moody's determined the portfolio lifetime expected loss of [1.5]%
and [Aaa] MILAN credit enhancement ("MILAN CE") of [13.0]% related
to borrower receivables. The expected loss captures Moody's
expectations of performance considering the current economic
outlook, while the MILAN CE captures the loss Moody's expect the
portfolio to suffer in the event of a severe recession scenario.
Expected defaults and MILAN CE are parameters used by Moody's to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
the ABSROM cash flow model to rate RMBS.

Portfolio expected loss of [1.5]%: This is broadly in line with the
UK BTL RMBS sector and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: (i) the
collateral performance of originated loans to date, as provided by
the originators; (ii) the performance of previously securitised
portfolios, with cumulative losses of 0% to date; (iii) the fact
that some originators are new and have a limited track record; (iv)
below [1]% of satisfied CCJs in the pool; (v) [28.9]% of the loans
in the pool backed by multifamily properties; (vi) the current
macroeconomic environment in the UK and the impact of future
interest rate rises on the performance of the mortgage loans; and
(vii) benchmarking with other UK BTL transactions.

MILAN CE for this pool is [13.0]%, which is in line with other UK
BTL RMBS transactions, owing to: (i) the WA current LTV for the
pool of [71.9]%; (ii) top 20 borrowers constituting [10.1]% of the
pool; (iii) static nature of the pool; (iv) the fact that [94.6]%
of the pool are interest-only loans; (v) the share of self-employed
borrowers of [23.5]%, and legal entities of [56.9]%; (vi) the
presence of [28.9]% of HMO and MUB loans in the pool; and (vii)
benchmarking with similar UK BTL transactions.

Operational Risk Analysis: Fleet, Topaz and Landbay are the
servicers in the transaction whilst Citibank N.A., London Branch,
will be acting as the cash manager. In order to mitigate the
operational risk, CSC Capital Markets UK Limited (NR) will act as
back-up servicer facilitator. To ensure payment continuity over the
transaction's lifetime, the transaction documentation incorporates
estimation language whereby the cash manager can use the three most
recent servicer reports available to determine the cash allocation
in case no servicer report is available. The transaction also
benefits from approx. 2 quarters of liquidity for Class A Notes
based on Moody's calculations. Finally, there is principal to pay
interest as a source of liquidity for the Classes A to E which is
available either when the relevant tranches PDL does not exceed
[10]%, or when the relevant class of Notes becomes the most senior
class without any other condition.

Interest Rate Risk Analysis: [87.1]% of the loans in the pool are
fixed rate loans reverting to three months LIBOR or BBR with the
remaining portion linked to three months LIBOR or BBR. The Notes
are floating rate securities with reference to daily SONIA. To
mitigate the fixed-floating mismatch between fixed-rate assets and
floating-rate liabilities, there will be a scheduled notional
fixed-floating interest rate swap provided by BNP Paribas
(Aa3(cr)/P-1(cr)).

CURRENT ECONOMIC UNCERTAINTY:

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

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

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

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

Moody's issues provisional ratings in advance of the final sale of
securities, but these ratings represent only Moody's preliminary
credit opinions. Upon a conclusive review of the transaction and
associated documentation, Moody's will endeavour to assign
definitive ratings to the Notes. A definitive rating may differ
from a provisional rating.

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

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


CANADA SQUARE 2021-2: S&P Assigns Prelim. B- Rating on X Notes
--------------------------------------------------------------
S&P Global Ratings has assigned preliminary ratings to Canada
Square Funding 2021-2 PLC's (CSF 2021-2) class A notes, and class
B-Dfrd to X-Dfrd interest deferrable notes.

CSF 2021-2 is a static RMBS transaction that securitizes a
portfolio of GBP220.6 million buy-to-let (BTL) mortgage loans
secured on properties located in the U.K. The loans in the pool
were originated by Fleet Mortgages Ltd. (54.9%), Landbay Partners
Ltd. (29.3%) and Topaz Funding Ltd. (under the brand name Zephyr
Homeloans; 15.8%). All loans were originated between May 2020 and
May 2021.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans from the seller.
The issuer will grant security over all of its assets in favor of
the security trustee.

The transaction features a prefunding period when the issuer may
buy certain loans listed on the loan sale agreements whose first
installment will not have happened before the closing date.

In terms of collateral and the structural features, this
transaction is very similar to Canada Square Funding 2021-1 PLC, to
which we assigned ratings in March 2021.

Citibank, N.A., London Branch, will retain an economic interest in
the transaction in the form of a vertical risk retention (VRR) loan
note accounting for 5% of the pool balance at closing. The
remaining 95% of the pool will be funded through the proceeds of
the mortgage-backed rated notes.

S&P considers the collateral to be prime, based on the overall
historical performance of Fleet Mortgages', Landbay Partners', and
Zephyr Homeloans' respective BTL residential mortgage books as of
April 2021, the originators' conservative lending criteria, and the
absence of loans in arrears in the securitized pool.

Credit enhancement for the rated notes will comprise subordination
from the closing date and overcollateralization, which will result
from the release of the liquidity reserve excess amount to the
principal priority of payments.

The class A notes will benefit from liquidity support in the form
of a liquidity reserve, and the class A and B-Dfrd through E-Dfrd
notes will benefit from the ability of principal to be used to pay
interest, provided that, in the case of the class B-Dfrd to E-Dfrd
notes, the respective tranche's principal deficiency ledger (PDL)
does not exceed 10% unless they are the most senior class
outstanding.

There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

  Preliminary Ratings

  CLASS       PRELIMINARY RATING*    CLASS SIZE (%)§
  A                AAA (sf)             87.75
  B-Dfrd           AA- (sf)              6.75
  C-Dfrd           A (sf)                3.00
  D-Dfrd           BBB (sf)              1.75
  E-Dfrd           BB+ (sf)              0.75
  X-Dfrd           B- (sf)               4.50
  VRR loan note    NR                    5.00
  S1 certificates  NR                     N/A
  S2 certificates  NR                     N/A
  Y certificates   NR                     N/A

*S&P's preliminary ratings address timely receipt of interest and
ultimate repayment of principal on the class A notes, and the
ultimate payment of interest and principal on the class B-Dfrd to
X-Dfrd notes, which must pay timely interest once they become the
most senior notes outstanding.
§As a percentage of 95% of the pool for the class A to X-Dfrd
notes.
NR--Not rated.
N/A--Not applicable.
VRR--Vertical risk retention.


CLARA.NET HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned a first-time B2 corporate
family rating (and a B2-PD probability of default rating to
Clara.net Holdings Limited ("Claranet" or "the company"), the
holding company of the IT services company Claranet. Concurrently,
Moody's has assigned a B2 rating to the proposed dual-tranche
EUR300 million and GBP70 million (GBP327 million equivalent) backed
senior secured term loan B and the EUR75 million (GBP64 million
equivalent) backed senior secured revolving credit facility, due in
2028 and 2026 respectively, to be issued by Claranet Group Limited.
The outlook on all ratings is stable.

Proceeds from the new dual-tranche backed senior secured term loan
will be used to refinance existing bank debt, add cash on balance
sheet and pay associated fees and expenses. Additional cash will be
used for general corporate and operational purposes as well as
bolt-on M&A.

"The B2 rating reflects Claranet's good positioning in the cloud
solutions market, supported by geographical diversification across
Europe and the Americas. The rating also benefits from the good
organic growth prospects of the company largely driven by
increasing cloud adoption across the mid-market and sub-enterprise
segments." says Luigi Bucci, Moody's lead analyst for Claranet.

"At the same time, the rating also reflects the high
Moody's-adjusted leverage of around 6x expected by fiscal 2021,
ending June 2021, and the debt-funded acquisition risk given the
acquisitive nature of the business. The rating is also constrained
by the limited Moody's-adjusted free cash flow (FCF) generation
over the next 12-18 months. The current rating is weakly positioned
in the B2 category, leaving no room for underperformance against
current estimates".

RATINGS RATIONALE

Claranet B2 CFR primarily reflects: (1) the company's good
positioning as a provider of cloud solutions and a range of IT and
connectivity services to the mid-market and sub-enterprise
segments; (2) good geographical diversification across Europe and
the Americas; (3) Moody's expectation of solid revenue growth
supported by positive market dynamics for cloud solutions and
cybersecurity, although partially offset by slower growth segments;
and (4) adequate liquidity supported by positive FCF generation,
although currently limited, and access to the proposed EUR75
million RCF.

Counterbalancing these strengths are: (1) the company's high
Moody's-adjusted leverage of around 6x, based on expected fiscal
2021 financials, which is likely to reduce towards 5.5x by fiscal
2022; (2) debt-funded M&A risk given the company's growth strategy
including bolt-on acquisitions; (3) limited scale and exposure to a
niche and fragmented market; (4) low margins compared to rated
peers; and (5) preferred shares in the structure may exert pressure
on cash flows.

Claranet benefits from its position as one of the top-20 IT
services companies in its core operations across United Kingdom,
France and Portugal - the company's countries of focus. The company
is a managed service provider (MSP) mainly focusing on cloud,
connectivity, cybersecurity and workplace solutions to the
mid-market and the sub-enterprise segment, although Claranet has
also recently won contracts with larger companies. Both segments of
the market are underserved by larger vendors as the average annual
spend for those customers is often perceived as too low.
Conversely, smaller vendors often lack the technical expertise or
scale to meet more demanding customer needs.

Moody's expects Claranet's revenues to grow organically at around
4-5% over fiscal 2021 and 2022 largely driven by cloud solutions
and cybersecurity, although from low levels. Those levels will be
further supplemented by the contribution of acquisitions completed
over the course of fiscal 2021 as well as new potential ones.
Conversely, the evolution of the other segments,
particularly-connectivity, will be more challenging limiting to a
certain extent the revenue trajectory of the company.

The rating agency forecasts company-adjusted EBITDA,
pre-restructuring costs, to grow towards GBP70-75 million and
GBP80-85 million by 2021 and 2022, respectively, driven by organic
top-line growth and M&A. Fiscal 2022 levels will be negatively
impacted by the expected increase in staff-related costs offsetting
to a large extent the positive contribution from organic revenue
growth. Moody's also notes the low margins of Claranet due to its
exposure to products like connectivity or software/hardware
reselling compared to rated IT services peers like Centurion Bidco
S.p.A. (Engineering, B2 stable) or Libra HoldCo Sarl (Lutech, B2
stable).

FCF is expected to be impacted by restructuring charges, working
capital outflows and high capex over fiscal 2021 and 2022, with
ongoing EBITDA improvements to fully materialize only in fiscal
2023. Capex will step-up particularly in fiscal 2022 to fuel growth
but also one-off real estate projects. This will result in limited
FCF in both fiscal 2021 and 2022 before a broad recovery
thereafter.

The rating agency estimates Moody's-adjusted leverage at closing at
around 6x, based on Moody's estimates for fiscal 2021. Under
Moody's current expectations, Claranet's Moody's-adjusted leverage
is likely to reduce toward 5.5x by fiscal 2022, driven by EBITDA
growth. Some sort of upside potential persists in the short term on
these estimates as the recent refinancing exercise provided
additional cash on balance sheet to pre-fund future bolt-on
acquisitions, whose contribution is not captured in the rating
agency's numbers. Conversely, in the long-term debt-funded M&A
represents a potential obstacle for further deleveraging.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In terms of governance, the founder, along with his family and
other private investors, currently represents the key shareholder
in the company with a 79% stake. Minority shareholders in the
business include private equity funds Tikehau Capital and Partners
Group. Management has a medium-term net leverage target of
3.5x-4.5x (current 4x). However, minor deviations from these levels
may be tolerated for M&A.

LIQUIDITY

Moody's sees Claranet's liquidity as adequate, based on the
company's cash flow generation, cash resources of GBP45 million as
of March 2021 and the proposed EUR75 million committed RCF, as well
as a long-dated maturity profile. The rating agency expects the
company to be slightly FCF positive in both fiscal 2021 and 2022,
after intercompany loan payments.

The company's term loan and RCF facility have a maintenance senior
secured net leverage covenant set at 6.6x. The rating agency
expects the headroom under the covenant to be adequate.

STRUCTURAL CONSIDERATIONS

The B2 ratings on the dual-tranche backed senior secured term loan
and the RCF are in line with the CFR and reflect the pari-passu
nature of these instruments. The instruments are guaranteed by
material subsidiaries representing a minimum of 80% of consolidated
EBITDA. For the purpose of calculating the guarantor coverage test,
the Brazilian operations will be excluded from the calculations and
subsidiaries generating negative EBITDA will be accounted as nil.
Security will include shares, intercompany receivables, bank
accounts as well as an all-asset floating charge in respect of any
Obligor incorporated in England and Wales.

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook reflects Moody's view that Claranet's
EBITDA will grow over the next 12-18 months driven by organic and
M&A-driven top-line growth despite the step-up in staff-related
costs. As a result, Moody's-adjusted debt/EBITDA will reduce
gradually to the 5.5x range and FCF generation will slowly move
towards 5%. The stable outlook also incorporates the rating
agency's assumption that there is no transformational M&A and no
deterioration in the liquidity profile of the company.

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

The ratings are currently weakly positioned and upward rating
pressure is unlikely in the short term. A rating upgrade would
depend on a consistent and sustained improvement in the underlying
operating performance of the business together with adherence to a
conservative financial policy. Positive pressure on Claranet's
ratings could arise if: (1) Moody's-adjusted debt/EBITDA reduces to
below 4x on a sustainable basis; (2) Moody's-adjusted FCF/debt
sustainably moves sustainably towards 10%; and (3) the company were
to strengthen its business profile through a wider exposure to the
cloud Solutions and cybersecurity segments.

Moody's would consider a rating downgrade if Claranet's operating
performance were to underperform against current expectations such
that: (1) Moody's-adjusted leverage fails to reduce towards 5.5x;
or (2) Moody's-adjusted FCF fails to improve from current levels
and move towards 5%; or (3) liquidity weakens.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Clara.net Holdings Limited

Probability of Default Rating, Assigned B2-PD

LT Corporate Family Rating, Assigned B2

Issuer: Claranet Group Limited

BACKED Senior Secured Bank Credit Facility, Assigned B2

Outlook Actions:

Issuer: Clara.net Holdings Limited

Outlook, Assigned Stable

Issuer: Claranet Group Limited

Outlook, Assigned Stable

COMPANY PROFILE

Headquartered in London (UK), Claranet is a global provider of IT
solutions, mostly cloud-focused, to the mid-market and
sub-enterprise segments. The company operates across Europe and the
Americas with a key focus on United Kingdom, France and Portugal.
Over fiscal 2020, the company generated GBP378 million and GBP62
million in reported revenues and company-adjusted EBITDA,
respectively.


OSPREY ACQUISITIONS: Fitch Places 'BB-' LT IDR on Watch Positive
----------------------------------------------------------------
Fitch Ratings has placed Anglian Water Services Financing Plc's
(AWSF) senior secured class B debt - rated at 'BBB' - on Rating
Watch Positive (RWP) and affirmed its senior secured class A debt
rating at 'A-' with Stable Outlook. Fitch has simultaneously placed
the holding company Osprey Acquisitions Limited's (OAL) Long-Term
Issuer Default Rating (IDR) and senior secured debt rating of 'BB-'
on RWP.

The rating actions follow the announcement by operating company
Anglian Water Services Limited of its (AWS) new financing strategy
and structure announcement for its financing vehicle, AWSF, and
OAL.

The rating action reflects a newly proposed financing structure,
with significant de-leveraging of AWS and OAL, as well as
strengthening of the covenanted regimes at both entities. The
de-leveraging will be achieved via raising external debt at the
newly created holding company Aigrette Financing Limited (AFL),
structurally positioned above OAL, and injecting it into OAL and
AWS as equity. Net adjusted debt-to-shadow regulatory capital value
(RCV; or net gearing) is expected to reduce to around 68% at AWS
and 79% at OAL from around 82% and 87% at financial year ended
March 2021, respectively, on completion of the proposed
transaction.

Fitch expects to resolve RWP after the execution of the proposed
transaction, once the planned equity injections from AFL to OAL and
from OAL to AWS take place and the deed poll to not raise any new
class B debt comes into force.

Execution of the new financing structure in line with Fitch's
assumptions would result in a two-notch upgrade of OAL's IDR to
'BB+', reflecting net gearing below 79%, tighter covenant package
and greater distance to lock-up at AWS. It would also lead to a
three-notch upgrade of OAL's senior debt rating to 'BBB-' including
a one-notch generic recovery uplift, and a one-notch upgrade of
AWSF's class B debt rating to 'BBB+', reflecting reduction in its
standalone gearing to below 5%.

KEY RATING DRIVERS

CMA Appeal Credit-Positive: The Competition and Markets Authority's
(CMA) final re-determinations (FRD) for AWS improve the company's
headroom at current ratings due to an increase in allowed appointee
cost of capital of 20bp to 3.2% (CPIH real), GBP108 million higher
total expenditure (totex) allowances (in 2017-2018 prices, CPIH
deflated), more symmetrical sharing rates of 55% for overspend and
45% for underspend and revision of pay-as-you-go rates. CMA
rejection of the gearing outperformance-sharing mechanism became
less relevant after the announcement of the new financing structure
with AWS's significantly lower gearing.

De-leveraging under Proposed Structure: The proposed financing
structure will redistribute debt across the group but result in
limited change to the overall net Fitch-adjusted group gearing,
estimated at about 87%, versus 86% at FYE20. Fitch expects AWS's
and OAL's consolidated gearing to decrease to 68% and 79%,
respectively, which is within the rating sensitivities of 67%-72%
for the 'A-' class A debt and at the negative sensitivity for OAL's
expected 'BB+' IDR. Before class B bondholders exercise their
option to convert to class A debt, Fitch estimates AWS's net class
A and B gearing at 68% and class A net gearing at 63%

No New Class B Debt: As part of the proposed transaction, AWS will
enter a deed poll preventing it to raise new class B debt. The deed
poll will also reset existing covenant thresholds for the class B
debt at AWS to the level of class A debt. That would prevent AWS's
gearing exceeding 75%, and so would limit the amount of debt
structurally superior to OAL's debt. The class A standalone net
gearing is expected to be around 63%, with outstanding class B debt
adding another 5% RCV, after the planned early repayment of class B
private placements of around USD617 million. Thereafter AWS intends
to offer AWSF class B bondholders the option to convert into class
A bonds, which could lead to class B debt being extinguished, hence
limiting class A rating upside.

OAL's Credit Enhancements: Under the proposed structure, most of
OAL's trigger event covenants will mirror AWSF's existing class B
debt covenants, namely gearing at 85%, adjusted interest cover at
1.1x and average adjusted interest cover at 1.2x. This is a
significant improvement versus the current dividend lock-up
covenant of 93% gearing and unadjusted interest cover of 2.0x.
Fitch has set Fitch's net gearing sensitivity to 74%-79% for OAL's
'BB+' IDR, reflecting a lower amount of structurally superior debt
at AWS, proposed tightening of covenants and ring-fencing, as well
as the ability of OAL senior creditors to take control in an event
of default.

Governance Mitigates Risk of Leakage: Proposed covenants at OAL
allow for modest value leakage in a stress scenario. This is
because AWS's dividend lock-up only leads to an OAL dividend
lock-up if it is unremedied for over 12 months. If AWS were to
lock-up due to a reason other than a breach of the gearing
covenant, it could result in OAL continuing to pay dividends to
support AFL's debt service, while no longer receiving cash flows
from AWS. The risk of leakage is partially mitigated by strong
corporate governance, with at least half of OAL's board independent
from the shareholders and AWS's executive management and the board
being required to unanimously agree on dividend payments.

Above Industry-Average Performer: During AMP6 AWS demonstrated
strong overall operational performance compared with the sector,
with estimated net financial outcome delivery incentives (ODI)
rewards of around GBP59.3 million (in 2017/2018 prices).
Performance dipped in the last year of AMP6 (FY20) on large-impact
one-off events resulting in a failure to reach its supply
interruption-and-pollution targets. During AMP6, AWS's incentive
rewards plus totex outperformance were equivalent to a broadly
116bp annual return on regulated equity outperformance, below its
last year's estimate of 155bp. Totex outperformance net of
re-investment amounted to GBP339 million (in 2012/2013 prices) or
8%.

Net ODI Rewards Assumed: Fitch rating case assumes around GBP50
million of net ODI rewards (nominal) related to AMP7's operational
performance, including C-Mex and D-Mex. In cash terms, Fitch
expects AMP7's revenue to increase by about GBP30 million in
FY23-FY25, due to a two-year lag between performance and revenue
adjustment. Fitch estimates that the majority of rewards will come
from customer satisfaction and sewer flooding, while modest
penalties are expected for supply interruptions and leakage
performance. In its forecasts Fitch considers AWS's historical
performance, annual targets for AMP7 as well as individual reward
and penalty rates.

Neutral Totex Performance Assumed: AWS's totex gap declined to
around 9% from about 12% due to increased totex allowances and
enhanced developer services revenue adjustments resulting from the
CMA FRD. Given its long-standing record of delivering cost
efficiencies, as well as its ongoing cost- transformation
programme, Fitch assumes no totex under-performance during AMP7.
Fitch assumes that operating expenditure outperformance of GBP94
million would be offset by capex re-investment, resulting in
overall neutral totex performance.

Recovery Uplift at OAL: Currently OAL's senior secured debt does
not receive a generic recovery uplift as Fitch expects
below-average recovery due to net super-senior liabilities related
to the index-linked swaps at AWS. AWS reported a marked-to-market
valuation of its index-linked swap portfolio of GBP742 million at
FYE20 versus GBP717 million at FYE19. Although these liabilities
depend on the level of interest rates, they could reduce the
recovery value of OAL's creditors in a default. Under the proposed
financing structure, however, Fitch estimates that creditor
recovery is likely to be above-average, warranting a one-notch
generic uplift, due to the lower overall gearing and lower level of
structurally superior debt.

DERIVATION SUMMARY

AWS is one of the regulated monopoly providers of water and
wastewater services in England and Wales. Its senior secured
ratings and credit metrics reflect the highly geared nature of the
company's secured covenanted structure versus that of peers such as
United Utilities Water Limited (BBB+/Stable) and Wessex Water
Services Limited (BBB/Stable), which have lower leverage and do not
have covenanted secured structures. AWS's financing structure
benefits from structural enhancements, including trigger mechanisms
(such as dividend lock-up provisions tied to financial, positive
and negative covenants) and debt-service reserve liquidity.

KEY ASSUMPTIONS

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

-- Ofwat's FD financial model used as the main information
    source, updated for CMA FRD;

-- Allowed wholesale weighted cost of capital of 3.12% (CPIH
    based) in real terms, excluding retail margins;

-- 50% of RCV is RPI-linked and another 50% plus capital
    additions is CPIH-linked, starting from FY21;

-- Average RPI at 2.4%, CPIH at 1.8% in AMP7;

-- Allowed totex of GBP5.6 billion in nominal terms (net of
    grants and contributions);

-- Opex outperformance of GBP94 million (nominal), which is
    assumed to be re-invested in additional capex, resulting in no
    out/under performance on totex in AMP7;

-- Significant capex re-profiling assumed at AWS for FY22-FY25 to
    arrive at the 79% gearing in FY22 at OAL;

-- GBP50 million ODI rewards in AMP7 (nominal), of which GBP30
    million increase cash flows during the period;

-- Weighted average PAYG rate of 52% over AMP7;

-- Weighted average run-off rate of 4.8%;

-- Unregulated EBITDA of around GBP8.5 million per annum;

-- Retail EBITDA around GBP16.3 million per year;

-- Broadly neutral working capital over AMP7;

-- AWS's average annual cash tax of around GBP10 million in FY21
    FY25;

-- Zero cash taxes at the group level; OAL's tax relief
    equivalent to AWS's cash tax paid;

-- Incremental debt raised at OAL of GBP600 million in FY22 and
    down-streamed to AWS;

-- Incremental debt raised at the new holdco level of GBP560
    million in FY22 and injected into AWS;

-- Cost of debt for AWS falls to 2.3% in FY25 from 3.2% in FY21
    (CPIH real);

-- Cost of debt for OAL falls to 1% in FY25 from 3.8% in FY21
    (CPIH real);

-- Average cost of debt at new holdco of 4.4% (nominal) in AMP7;

-- OAL's annual cash requirements (excluding debt service) of
    GBP19.5 million in FY21-FY25, including pensions and CMA
    costs;

-- Proceeds from the sale of properties of around GBP24 million
    injected into OAL in FY22.

RATING SENSITIVITIES

AWS

Developments that may, individually or collectively, lead to
positive rating action/upgrade:

-- Class A debt forecast gearing below 67%, cash post-maintenance
    interest cover ratio (PMICR) above 1.6x and nominal PMICR
    above 1.8x on a sustained basis; an upgrade is unlikely if
    these ratios are exhibited only for a short period of time,
    given the company's intention to extinguish class B debt;

-- Class B debt could be upgraded by one notch to 'BBB+' if as a
    result of the proposed transaction standalone gearing falls
    below 5%, cash PMICR rises above 1.3x and nominal PMICR above
    1.6x. Class B debt rating would be withdrawn if class B ceases
    to exist.

Developments that may, individually or collectively, lead to
negative rating action/downgrade:

-- Class A debt forecast gearing above 72%, cash PMICR below 1.4x
    and nominal PMICR below 1.7x;

-- Class B debt total senior forecast gearing above 82%, cash
    PMICR below 1.2x and nominal PMICR below 1.5x on a sustained
    basis.

OAL

Development that may, individually or collectively, lead to
positive rating action/upgrade:

-- OAL's IDR could be upgraded by two notches to 'BB+' if as a
    result of the proposed transaction gearing falls to 74%-79%,
    cash PMICR rises to 1.3x-1.4x, nominal PMICR to 1.5x-1.6x and
    dividend cover capacity increases above 3.5x.

Developments that may, individually or collectively, lead to
negative rating action/downgrade:

-- Forecast group gearing above 87% for a sustained period;

-- Cash PMICR below 1.15x, nominal PMICR below 1.3x;

-- A sustained decline in expected dividend cover to below 2.5x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

AWS

Strong Liquidity: As at end-2020, the company had GBP345.7million
in cash and cash-equivalents, excluding GBP40 million restricted
cash; GBP450 million in an undrawn committed revolving credit
facility; and GBP50 million in an undrawn committed bilateral
facility. Over the next 12 months, Fitch expects debt maturities
and swap accretion paydowns of GBP432 million and negative free
cash flow of around GBP32 million, which are more than covered by
existing liquidity.

Downstream equity injection of around GBP1 billion announced today
would result in very strong liquidity at AWS, supporting early
repayment of class B US private placements and debt maturities
beyond December 2021.

OAL

Adequate Liquidity: As at end-2020, OAL had GBP450 million in
unrestricted cash, and a GBP250 million undrawn committed revolving
credit bank facility due in 2024. The company has two debt issues
outstanding: a GBP210 million 5% fixed-rate bond maturing in 2023
and a GBP240 million 4% fixed-rate bond maturing in 2026. It has
raised additional committed facilities of around GBP600 million
that will be down-streamed into AWS as equity injection.

Fitch expects OAL's debt service and head office needs of around
GBP56 million in the next 12 months to be covered by dividends from
AWS. Overall, liquidity is sufficient to support cash needs for at
least the next 12 months.

ISSUER PROFILE

AWS is one of the 10 regulated water and wastewater business (WaSC)
in England and Wales. AWS is the largest WaSC by geographic area as
it provides around 1.1 billion liters of drinking water to 4.6
million people and treats around 900 million liters of waste water
per day from 6 million people and businesses.

OAL is a holding company of AWS, one of 10 regulated WaSC in
England and Wales. Anglian Water (Osprey) Financing is the
financing vehicle for OAL.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- GBP40 million reclassified to restricted cash from cash & cash
    equivalents;

-- Capitalised interest added back to P&L and cash interest;

-- Statutory cash interest reconciled with AWS's and OAL's
    investor report;

-- Statutory total debt reconciled with AWS's and OAL's investor
    report;

-- Grants and contributions netted off capex and excluded from
    EBITDA;

-- PMICRs adjusted to include 50% of accretion charge on index
    linked swaps with five-year pay-down provisions.


SILENTNIGHT: KPMG Faces GBP15MM+ Fine Over Sale of Business
-----------------------------------------------------------
Michael O'Dwyer at The Financial Times reports that KPMG faces a
record fine of more than GBP15 million after advising bed
manufacturer Silentnight on the sale of its business despite the
accountant's "conflict of interest" with the buyout fund that
bought it.

According to the FT, an independent tribunal found that KPMG and
one of its partners failed to comply with the fundamental
principles of objectivity and integrity in their work on the sale
of Silentnight to US private equity firm HIG Capital in 2011, a
hearing was told on June 21.

The findings followed a case in which the Financial Reporting
Council, the UK audit regulator, argued that KPMG had helped HIG
force the insolvency of UK-listed Silentnight so it could acquire
the company without the burden of its GBP100 million pension
scheme, the FT discloses.

Richard Coleman QC for the FRC told the hearing the gravity of the
findings against KPMG and David Costley-Wood, the partner who
advised Silentnight on the sale, "sit at the top end" of those that
can be made by the tribunal, the FT relates.

Mr. Coleman, as cited by the FT, said it found that Mr.
Costley-Wood and KPMG had failed to consider if there was any
threat to their objectivity or whether the interests of HIG and
Silentnight might be in conflict.  It found that a motivating
factor for the misconduct was "the desire to keep HIG onside" as a
potential client, he added.

He said the tribunal also found that Mr. Costley-Wood demonstrated
a lack of objectivity by dishonestly assisting with the provision
of untrue or materially incomplete statements to Silentnight, the
pensions trustees, the Pension Protection Fund and The Pensions
Regulator as to the causes of Silentnight's financial difficulties,
the FT notes.

The hearing was told KPMG was paid almost GBP1.6 million for its
work on the Silentnight engagement but since 2010 it has received
more than GBP8.5 million from HIG and companies in which the fund
has invested, the FT discloses.  HIG, the FT says, still holds an
interest in Silentnight, which reported a pre-tax loss of
GBP888,000 off sales of GBP133.9 million in the year to February
2020.

The FRC said that Mr. Costley-Wood should be fined more than
GBP500,000 and banned from the profession for 15 years, the FT
notes.  Mr. Costley-Wood's lawyers argued for a fine of half that
amount and a 10-year exclusion from the profession, the FT
recounts.


VOYAGE BIDCO: Moody's Affirms B2 CFR on Solid Performance
---------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of Voyage Bidco
Limited, a UK market-leading national provider of specialist care
and support to people with learning disabilities, autism, brain
injuries and other complex needs. At the same time Moody's has
affirmed the B2 rating on the GBP215 million backed senior secured
notes and the Caa1 rating on the GBP35 million backed senior
subordinated second lien notes both issued by Voyage Care BondCo
PLC. The outlook on all ratings is stable.

RATINGS RATIONALE

The ratings affirmation reflects Moody's expectation of continued
solid operating performance that has been largely unaffected by the
coronavirus pandemic and the company maintaining adequate liquidity
and leverage within the rating agency's guidance. Moody's adjusted
gross debt / EBITDA stood at 6.5x as of the last twelve months to
December 31, 2020, and Moody's expects this ratio to trend towards
or below the 6x level over the next 12-18 months.

Voyage's credit profile is supported by (1) its strong position in
a niche market benefitting from non-discretionary demand, (2)
long-term care needs translating into long-term contracts and
long-lasting customer relationships with key public payers, (3) the
company's quality leadership with excellent Care Quality Commission
(CQC) ratings; (4) a solid track record of high occupancy and
increasing fees; and (5) relatively fast growth in Community-Based
Care Services. The credit profile further benefits from Voyage's
conservative use of leases, which limits the group's exposure to
increasing rents and provides a high level of balance sheet asset
backing, a differentiating factor compared to many Moody's rated
peers.

The B2 CFR is constrained by (1) its relatively limited scale
compared with Moody's rated universe, despite its leading positions
in a fragmented market; (2) high leverage; (3) budgetary pressures
on public payers which could limit Voyage's pricing power; and (4)
increasing staff costs stemming from continuing increases in the
National Living Wage (NLW) and National Minimum Wage (NMW).

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Although the adult social care sector is less exposed from a demand
standpoint than other sectors, Moody's expects a small degree of
volume reduction and slightly increased costs owing to social
distancing measures and enhanced hygiene protocols.

The main social risks that Moody's considers in Voyage's credit
profile are (1) tariff regulation given that the group derives
nearly all its revenue from work commissioned by public payers, and
(2) tight labour supply maintaining inflationary pressure on the
cost base.

The main governance considerations that Moody's considers relate to
Voyage's financial policies, notably the high leverage and some use
of debt historically for acquisition purposes.

OUTLOOK

The stable outlook incorporates Moody's expectation that Voyage
will sustain its solid operating performance while maintaining
profitability, growing EBITDA and excellent Care Quality Commission
(CQC) ratings. It also assumes that the company will maintain an
adequate liquidity profile.

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

Voyage's rating could be upgraded if the company were to (1)
increase scale and generate substantial Moody's-adjusted free cash
flow (FCF) such that the ratio of FCF/Debt is in the high single
digits and (2) maintain conservative financial policies that would
reduce Moody's-adjusted leverage below 5.5x on a sustainable
basis.

Negative rating pressure could develop if (1) trading performance
were to deteriorate significantly or (2) Moody's-adjusted leverage
increased sustainably well above 6.5x, or (3) FCF turned negative
on a sustained basis. Furthermore, any major debt-funded capital
spending, acquisition or shareholder return could trigger a
negative rating action.

LIQUIDITY

Moody's expects Voyage's liquidity to remain adequate over the next
12-18 months. As of December 31, 2020, the company had a cash
balance of GBP36.1 million and full drawing capacity under its
GBP45 million revolving credit facility (RCF). Moody's expects that
bolt-on acquisitions will generally absorb free cash flow. The RCF
contains one springing financial covenant tested at 35%
utilisation. The test level is a minimum EBITDA of GBP26.2 million,
for which Moody's expects headroom to remain strong. The company
has no short-term debt maturities (apart from limited lease
obligations) and the first upcoming long-term debt maturity is due
in May 2023.

STRUCTURAL CONSIDERATIONS

Voyage's GBP215 million backed senior secured notes due May 2023
and GBP35 million backed senior subordinated second lien notes due
November 2023 are both issued by Voyage Care BondCo plc. They share
the same collateral package, subject to the terms of an
Intercreditor Agreement. In particular, the debt instruments
benefit from (1) guarantees by the parent company and certain
subsidiaries that must represent at least 80% of the restricted
group's EBITDA and assets; and (2) security over the share capital
and substantially all assets of the issuer and the guarantors,
including the majority of Voyage's freehold properties which was
valued by Christie & Co at GBP361 million prior to the May 2017
refinancing.

The backed senior secured notes are rated B2, in line with the CFR,
reflecting their ranking ahead of the backed senior subordinated
second lien notes, which are rated Caa1, but behind the GBP45
million Super Senior RCF borrowed by Voyage Bidco Limited.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS:

Affirmations:

Issuer: Voyage Bidco Limited

Probability of Default Rating, Affirmed B2-PD

LT Corporate Family Rating, Affirmed B2

Issuer: Voyage Care BondCo PLC

BACKED Senior Subordinated Regular Bond/Debenture, Affirmed Caa1

BACKED Senior Secured Regular Bond/Debenture, Affirmed B2

Outlook Actions:

Issuer: Voyage Bidco Limited

Outlook, Remains Stable

Issuer: Voyage Care BondCo PLC

Outlook, Remains Stable

PROFILE

Headquartered in Staffordshire, UK, Voyage Bidco Limited is a
behavioral care provider for people with complex needs. For the
last 12 months ended December 31, 2020, Voyage generated revenue of
GBP271 million and EBITDA of GBP43.9 million.


WILLIAM HILL: Moody's Cuts CFR to B1 on Caesars Entertainment Deal
------------------------------------------------------------------
Moody's Investors Service has downgraded William Hill plc's
corporate family rating to B1 from Ba3, the probability of default
rating to B1-PD from Ba3-PD, and the instrument ratings on the
GBP350 million guaranteed senior unsecured notes due 2026 and
GBP350 million guaranteed senior unsecured notes due 2023 to B1
from Ba3. The outlook on all ratings was changed to negative from
ratings under review.

This concludes the review for downgrade initiated by Moody's on
October 6, 2020.

RATINGS RATIONALE

The action was prompted by the completion of Caesars Entertainment,
Inc.'s (Caesars) acquisition of William Hill on April 22, 2021, and
the evolving expectations of the impact on William Hill's financial
metrics as Caesars finalizes the separation and divestment of
William Hill's non-US businesses. Moody's estimates that William
Hill's standalone leverage of 4.5x for FY 2020 (on a
Moody's-adjusted basis) will remain broadly flat in 2021 at current
debt levels, however considerable uncertainty exists around the
company's future capital structure, and leverage could rise
materially. The acquisition has also negatively impacted William
Hill's standalone business profile because it no longer benefits
from the diversification and opportunities afforded by the US joint
venture, and the separation process could temporarily increase
costs. The action is also driven by Moody's expectation of a likely
weaker governance structure going forward, including a higher
tolerance for leverage.

The B1 rating is also constrained by (1) the company's limited
geographic diversity, with the UK contributing 74% of net revenue
in 2020, although this is reducing with the European expansion
through Mr. Green & Co A.B. (MRG); (2) its mature land-based retail
business which has reduced by around 30% on like-for-like basis and
weakened its competitive position; (3) the volatility of sports
results, and; (4) the ongoing risk of adverse regulatory change and
tax increases, particularly in the UK.

William Hill's B1 CFR benefits from the company's (1) relatively
strong positions in the UK retail betting industry; (2) significant
opportunity for online growth in Europe and internationally through
MRG; (3) strong brand name and the retail segment's high barriers
to entry.

The negative outlook reflects the uncertainty surrounding William
Hill's future ownership, indebtedness, and scope and scale of the
business once the separation from Caesars has been finalized.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In terms of governance, William Hill is no longer a publicly listed
company, and uncertainty exists around its future governance
structure. Its ownership by Caesars exposes it to the risk appetite
of a more highly leveraged company. As noted previously, Moody's
expects a likely weaker governance structure going forward,
including a higher tolerance for leverage, and Moody's has also
therefore lowered the financial policy factor score to B from Ba in
the company's Rating Methodology scorecard.

LIQUIDITY

Moody's believes the company's liquidity profile will be at least
adequate for its near-term needs going forward, although it has
been weakened by the cancellation of its revolving credit
facilities when the Caesars acquisition completed on April 22,
2021. There are no material debt maturities before 2023.

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

Whilst there remains considerable uncertainty in the short term,
the outlook could be stabilized if the separation from Caesars is
finalized and the resulting financial metrics are still considered
commensurate for a B1 rating by Moody's.

Upward pressure is unlikely in the near term, but could occur if
(1) Moody's adjusted debt to EBITDA ratio is maintained sustainably
below 4.5x; (2) Moody's adjusted retained cash flow to debt stays
well above 5% and the company generates consistent meaningful free
cash flow, and (3) there is certainty about the future ownership
and the company adopts a clear conservative financial policy.

Downward pressure on the ratings could occur if (1) Moody's
adjusted debt to EBITDA rises sustainably above 5.5x; (2) the
company fails to generate free cash-flow and/or there is a material
deterioration in its liquidity risk profile; (3) its business
profile weakens further as part of the Caesars separation process;
or (4) adverse regulatory or taxation changes are expected to have
a material adverse effect on the company.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
Methodology published in October 2020.

CORPORATE PROFILE

Established in 1934, William Hill plc is a leading sports betting
and gaming company active in the retail and online segments that
operates predominantly in the UK.



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

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