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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 30, 2021, Vol. 22, No. 124

                           Headlines



G E O R G I A

TELASI JSC: Fitch Assigns FirstTime 'B+(EXP)' IDR, Outlook Stable


G E R M A N Y

SPRINGER NATURE: Moody's Hikes CFR to B1, Outlook Stable
SPRINGER NATURE: S&P Alters Outlook to Stable & Affirms 'B+' ICR
SUSE SA:Moody's Hikes CFR to B1 Following Debt Reduction


G R E E C E

INTRALOT: Creditors Agree to Pay Off Bonds to Sweeten Debt Deal


I R E L A N D

AVOCA CLO XXIV: Fitch Assigns Final B- Rating on F-R Notes
AVOCA CLO XXIV: S&P Assigns B- Rating on Class F-R Notes
FINANCE IRELAND 3: S&P Assigns B- Rating on Class X Notes
PERMANENT TSB: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Neg.
SCULPTOR EUROPEAN VIII: S&P Assigns Prelim. B- Rating F Notes

SUMMERHILL RESIDENTIAL 2021-1: S&P Assigns 'B-' Rating on G Notes


N O R W A Y

NORWEGIAN AIR: Showed Poor Judgment by Paying Bonuses to Execs


P O L A N D

ALIOR BANK: S&P Affirms 'BB/B' ICRs & Alters Outlook to Stable


R O M A N I A

LIBRA INTERNET: Fitch Assigns 'BB-' LT IDR, Outlook Negative


R U S S I A

CREDIT BANK OF MOSCOW: Fitch Alters Outlook on 'BB' IDRs to Stable
LLC ROLF: Moody's Hikes CFR to Ba3, Outlook Stable


T U R K E Y

TEB FINANSMAN: Fitch Affirms 'B+' Foreign Currency IDR
TURKIYE SISE: Fitch Affirms 'BB-' LT IDR, Outlook Stable


U N I T E D   K I N G D O M

BH PRECISION: SFP Completes Sale of Business, 14 Jobs Saved
HENRY W POLLARD: Halts Trading, Goes Into Liquidation
HURRICANE BIDCO: Fitch Affirms 'B' LT IDR, Outlook Stable
KOOVS: Shareholders Mull Suit to Remove FRP as Administrator
LUTON AIRPORT: Luton Borough Council to Loan Further GBP119 Mil.

WYELANDS BANK: "Extremely Unlikely" to Find Buyer, CEO Says

                           - - - - -


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G E O R G I A
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TELASI JSC: Fitch Assigns FirstTime 'B+(EXP)' IDR, Outlook Stable
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Fitch Ratings has assigned Telasi JSC, an electricity distribution
company in Georgia, an expected first-time Long-Term Issuer Default
Rating (IDR) of 'B+(EXP)' with Stable Outlook.

The assignment of final rating is contingent on the company's
successful local bond issue and refinancing as proposed by
management in their business plan.

The rating is constrained by the execution risks related to planned
supply unbundling and the new market model in Georgia, including
counterparty risk associated with a new electricity supplier. It
also factors in higher volatility of profitability and smaller size
than European peers'.

Rating strengths are Telasi's natural monopoly position in
electricity distribution in Tbilisi, with regulated long-term
asset-based tariffs set by the independent regulator in Georgia,
expected improvement in cash flow visibility after the planned
unbundling of supply and low foreign exchange (FX) risks.

Fitch expects post-refinancing liquidity and credit metrics to be
adequate for the rating, but for headroom to reduce following the
expiry of the loss-compensation component in 2021-2023 tariffs.

KEY RATING DRIVERS

Distribution Focus, Small Size: Telasi has a natural monopoly
position in electricity distribution and supply in Georgia's
capital city of Tbilisi, with a country-wide market share of around
22%. It benefits from regulated asset-based tariffs set by the
independent regulator in Georgia. However, based on distribution
volumes of around 2.6 TWh annually and assets value below USD100
million, Telasi is one of the smallest networks among rated
European peers.

Unbundling of Electricity Supply: After the unbundling of supply
activities from distribution business expected from 2H21, the
variable component of electricity prices will be eliminated from
Telasi's tariffs and transferred to a newly created electricity
supplier in Tbilisi, Telmico. Fitch views future insulation of
Telasi's cash flows from volatility in electricity prices as
credit-positive. Telasi will retain metering of clients and provide
metering data to Telmico. Telmico will purchase electricity at
partially liberalised market prices and collect payments from
end-customers, paying the distribution tariff to Telasi.

Counterparty Risk from 2H21: Following the unbundling, Telasi will
no longer collect payments from end-users, and its regulated
business will become reliant on Telmico as a sole counterparty.
Fitch believes Telasi's counterparty risk will be partially
mitigated by provided bank guarantees and by Telmico's contract for
price differences with the market operator, ESCO, from 2022, which
should enforce electricity purchase-price stability. Fitch views
ESCO as being indirectly backed by the government of Georgia
(BB/Negative). Telmico's tariffs will be revised annually but the
company will have the right to apply for tariff revision within a
year in case of 10% deviation from regulated parameters.

Market Model Execution Risks: From 2H21 Telasi's cash flows will be
exposed to execution risks of the new market model and potential
postponement of the power-exchange launch, which may delay ESCO's
stepping in as a price guarantor. The lack of record of Telmico's
receivables collection and payment discipline and of ESCO support
also add uncertainty to Telasi's cash flows. Conversely a record of
significantly reduced volatility and timely cash inflows following
the reform may be positive for the rating.

Supportive Regulatory Model: Since 2015 the regulatory framework
for electricity distribution in Georgia has been based on the
regulated asset based (RAB) principle, which is a key component for
determining capex, although it is based on assets' book values
rather than replacement values.

Delayed Shortfall Recovery: The regulator has approved Telasi's
tariffs (including the supply component) for the third regulatory
period with growth in the range of 15%-24% for residential
customers and 54%-75% for commercial customers. This mainly
reflects compensation for previous years' losses being included in
2021-2023 tariffs. For 2024-2025 tariffs have been approved with a
decrease of around 26% versus 2023 levels due to the expiry of
loss-recovery period. Approved tariffs improve the visibility of
Telasi's cash flows.

Re-Leveraging Expected after 2023: Fitch forecasts Telasi's funds
from operations (FFO) net leverage (excluding connection fees) to
be temporarily strong for the rating at an average of 1.3x over
2021-2023 due to compensation for previous years' losses being
included in tariffs. Starting from 2024, cash flows will normalise,
resulting in Telasi's re-leveraging to above 3.5x, which is
commensurate with the rating. Fitch also expects FFO interest cover
(excluding connection fees) to fall to 1.5x in 2024-2025 from an
average of around 4x over 2021-2023, reducing rating headroom.

Volatile Free Cash Flow: Fitch forecasts Telasi's free cash flow
(FCF) to remain volatile over 2021-2025, despite regulatory
improvements. This is mainly a result of large working capital
outflows in 2021, the expiry of the loss compensation component in
tariffs from 2024 and Fitch-expected dividends in 2022-2023.
Despite increased cash flow visibility following the unbundling of
supply, Telasi remains an outlier relative to European utility
peers in profits and cash flow stability.

2020 Losses: In 2020 Telasi posted a GEL52 million loss in
Fitch-calculated EBITDA, breaching several financial covenants, and
had to delay payments to some electricity generators and ESCO, with
trade payables soaring to GEL105 million at end-2020 from GEL37
million at end-2019. This was a result of significantly decreased
consumption amid Covid-19 restrictions and the regulator's decision
to postpone Telasi's end-user tariff adjustment to 2021 despite a
surge in electricity purchase prices. The latter was a result of a
dry year for Georgian hydro power plants and increased imports.

Lack of timely tariff revision, despite the 10% deviation of
electricity purchase prices from regulated parameters, demonstrates
limited predictability of the Georgian regulatory framework.

Standalone Profile Drives Rating: Fitch's analysis does not
incorporate support from Telasi's majority shareholder, PJSC Inter
RAO UES (BBB/Stable). Fitch assesses the overall ties between
Telasi and Inter RAO as weak due to low operational overlap and
Inter RAO's focus on the generation business in Russia as well as
limited strategic importance of Telasi given its small scale
(around 1% of Inter RAO's EBITDA).

DERIVATION SUMMARY

Telasi shares the same operating and regulatory environment as
Georgia Global Utilities JSC (GGU, B+/Stable), the water monopoly
in Tbilisi, and JSC Energo-Pro Georgia, a subsidiary of Energo-Pro
a.s. (EPas, BB-/Negative), which distributes electricity to all
regions of Georgia except Tbilisi. Telasi has moderately stronger
asset quality and lower price and volume risk than GGU since the
latter is partially involved in the merchant power segment.
Compared with Telasi, EPas benefits from higher geographical
diversification by operating in Georgia, Bulgaria and Turkey, and a
larger size and scale of business, which includes power generation
at hydro power plants, power distribution and sale.

Telasi benefits from more incentive-based regulation than
Russia-based water company Rosvodokanal LLC (BB-/Stable) and
Kazakhstan-based power network Mangistau Regional Electricity
Network Company JSC. This is offset by Rosvodokanal's larger size
and higher geographical footprint as it controls water and
wastewater assets in seven cities in Russia, and Mangistau's more
stable volumes as it mainly services large oil-producing companies.
Rosvodokanal and Mangistau both have lower cash flow volatility.

Telasi's financial profile is strong for the rating for 2021-2023.
From 2024, its leverage will be comparable to GGU's, EPas's and
Mangistau's, but weaker than Rosvodokanal's. Telasi and
Rosvodokanal have their debt and revenue solely in local
currencies, while GGU, EPas and Mangistau have partial debt
exposure to FX.

KEY ASSUMPTIONS

-- GDP growth in Georgia of 4.3% in 2021 and 4%-5.8% annually in
    2022-2025. Inflation of 3.5% in 2021 and 2.8% in 2022-2025;

-- Electricity distribution volumes 2% below management forecasts
    on average over 2021-2025;

-- Electricity distribution tariffs as approved by the regulator
    for 2021-2025;

-- Spin-off of electricity supply from 2H21;

-- Operating expenses to increase slightly below inflation in
    2021-2025;

-- Capex averaging GEL46 million over 2021-2025, slightly below
    management expectations;

-- Dividends of around 100% of pre-dividend FCF in 2022-2023.

RATING SENSITIVITIES

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

-- Reduced cash flow volatility compared with historical levels
    and record of strong payment discipline by the new electricity
    supplier in Tbilisi;

-- FFO net leverage (excluding connection fees) below 3.5x and
    FFO interest cover (excluding connection fees) above 3x on a
    sustained basis.

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

-- Deteriorating regulatory framework or prolonged challenges to
    establishing the new electricity supplier's payment-discipline
    record;

-- FFO net leverage (excluding connection fees) above 4.5x and
    FFO interest cover (excluding connection fees) below 2.3x on a
    sustained basis due, for example, to cost increases not
    covered by tariff growth, higher-than-expected capex or an
    aggressive financial policy.

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

Fitch views Telasi's liquidity prior to refinancing as weak. At
end-2020 readily available cash of GEL2 million was insufficient to
cover short-term debt of GEL45 million and Fitch-expected negative
FCF. Telasi is planning to place local bonds to refinance existing
bank loans at VTB bank, related-party loans, overdue trade payables
and factored trade payables. In Fitch's view, refinancing will
significantly improve Telasi's liquidity profile with no debt
maturities over the next five years. All revenue and debt are in a
local currency.

ISSUER PROFILE

Telasi is the second-largest electricity distribution and supply
company in Georgia, with a market share of around 22%.

SUMMARY OF FINANCIAL ADJUSTMENTS

Debt Factoring - Fitch considers that 70% extension in payable days
as being akin to financial debt and reclassify 70% of factored
payables as debt, from trade and other payables. Change in
outstanding factoring funding was re-classified as cash flow from
financing, from working capital cash movement (operating cash
flow)

Income from unwinding of discounts, from government grants in the
form of tax reliefs, from write-off of accounts payable and from
assets transferred from customers, as well as losses on inventory,
disposal of property and from initial recognition of restructured
receivables were excluded from EBITDA.

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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G E R M A N Y
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SPRINGER NATURE: Moody's Hikes CFR to B1, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has upgraded to B1 from B2 the corporate
family rating and to B1-PD from B2-PD the probability of default
rating of Springer Nature One GmbH ("Springer Nature" or "the
company"), a leading global research, educational and professional
publisher. Concurrently, Moody's has upgraded to B1 from B2 the
ratings of the outstanding EUR2,041 million senior secured term
loan due August 2026, the outstanding $795 million senior secured
term loan due August 2026, the EUR17 million senior secured multi
currency revolving credit facility due February 2024 and the EUR234
million senior secured multi currency revolving credit facility due
February 2026 of Springer Nature Deutschland GmbH. The outlook on
both entities remains stable.

"The upgrade of Springer Nature's CFR to B1 reflects the resilient
operating and financial performance of the business throughout the
pandemic and the good deleveraging prospects of the business over
the next 12-18 months," says Víctor Garcia Capdevila, a Moody's
Assistant Vice President -- Analyst and lead analyst for Springer
Nature.

"Moody's-adjusted gross leverage decreased to 5.0x in 2020 from
5.4x in the prior year. Moody's expects leverage to continue to
decrease over the next 12-18 months driven by a combination of debt
repayments, moderate organic growth and small bolt-on
acquisitions," adds Mr. Garcia Capdevila.

RATINGS RATIONALE

In 2020, group-wide revenue went down by 3% to EUR1,627 million
(2019: EUR1,719 million) while reported EBITDA decreased by 1% to
EUR602 million (2019: EUR619 million). While Springer Nature's
Research segment demonstrated strong resiliency against the
coronavirus outbreak, the Education and Professional divisions were
negatively impacted.

Revenue in the Research division grew by 2% to EUR1,259 million
(2019: EUR1,250) led by strong growth in Journals (6.2%),
particularly from the full open access segment (+25%) and to a
lesser extent from Nature research (8%) and Springer research
(+1%). Revenue in the segments Books and Solutions decreased by
(-8%) and (-9%) during the same period, respectively. Reported
EBITDA in the Research segment grew by 6% to EUR529 million driven
by a combination of (1) higher gross margins due to improved
revenue mix, lower material and distribution expenses; and (2)
lower personnel costs, marketing spending and travel expenses.

In Education, revenues decreased by 24% in 2020 to EUR176 million
(2019: EUR257 million) as the coronavirus outbreak led to temporary
closures of distributors, schools, private language institutions,
disruptions in the fulfillment process, postponed curriculums and
reduced purchases of new books. Despite strong cost management
measures, reported Education EBITDA went down by 59% year on year
to EUR14 million.

Revenue in the Professional segment division went down by 9% to
EUR194 million (2019: EUR213 million) due to coronavirus related
market disruptions such as lower advertising spending, cancellation
of events, lower book revenues and the closure of driving schools.
EBITDA in this business segment decreased by 10% year-on-year to
EUR49 million.

Despite the moderate decline in EBITDA, Moody's-adjusted gross
leverage decreased to 5.0x in 2020 compared with Moody's
expectation of 5.6x for the year and 5.4x in 2019. De-leveraging
was driven by a combination of debt repayments, favorable FX
movements and amortization of arrangement fees and financing
related costs and net effect of the fair market value of
derivatives. The rating agency forecasts further deleveraging to
below 5.0x in 2021 and to below 4.5x in 2022 on the back of EBITDA
growth and debt repayments.

The rating agency's base case scenario assumes growth in Moody's
adjusted EBITDA of 3% in 2021 to EUR640 million and 1% in 2022 to
EUR645 million. Moderate EBITDA improvement will be driven by
1.0%-1.5% revenue growth in the Research division with stable
profitability margins and a top line recovery in the Education and
Professional business segments although not to 2019 levels.

Moody's expects Springer Nature to use a large part of its free
cash flow generation in 2021 (EUR193 million) and 2022 (EUR186
million) for debt reduction. Moody's base case scenario assumes
debt repayments of EUR165 million in 2021 and EUR150 million in
2022.

Springer Nature's large cash balance of EUR384 million as of the
end of March 2021 and the availability under the company's EUR250
million revolving credit facility (RCF) are likely to be partly
used to pursue growth opportunities and to strengthen the company's
market leading position in Open Access (OA) through bolt-on
acquisitions. The financial profile of the company is sufficiently
strong to pursue a more ambitious inorganic growth strategy than in
the past while at the same time carrying out debt repayments.

LIQUIDITY

Springer's liquidity is good. The company had EUR384 million of
cash on its balance sheet as of the end of March 2021. It also had
full access to the EUR250 million under committed RCF due in 2026.
RCF utilization is subject to a springing net debt/EBITDA covenant
tested when RCF drawings exceed 30% of total commitments. Following
the amend and extent of the term loan and RCF in February 2021, the
company does not face any significant debt maturities until 2026.

RATIONALE FOR STABLE OULOOK

The stable outlook reflects Moody's expectation that Springer
Nature will continue to grow organically while maintaining or
increasing its profitability margins. The outlook also assumes that
the company will maintain Moody's-adjusted gross leverage within
the boundaries set for the B1 rating category of between 4.0x and
5.0x. It does not factor in any large debt funded acquisitions and
assumes an adequate liquidity profile at all times.

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

Upward pressure on the ratings could develop over time if
Moody's-adjusted gross leverage declines sustainably below 4.0x and
the transition toward open access is managed in a profitable manner
and with no impact on the company's operating and financial
performance.

Downward pressure on the ratings could arise if earnings
deteriorate or incremental debt lead to a Moody's-adjusted gross
leverage sustainably above 5.0x, or if free cash flow generation
decreases leading to a weakening of the company's liquidity
profile. Aggressive debt-funded inorganic growth strategies and
large shareholder distributions could also put negative pressure on
the ratings.

LIST OF AFFECTED RATINGS

Issuer: Springer Nature Deutschland GmbH

Upgrades:

Senior Secured Bank Credit Facilities, Upgraded to B1 from B2

Outlook Action:

Outlook, Remains Stable

Issuer: Springer Nature One GmbH

Upgrades:

Probability of Default Rating, Upgraded to B1-PD from B2-PD

LT Corporate Family Rating, Upgraded to B1 from B2

Outlook Action:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Media published
in June 2021.

COMPANY PROFILE

Springer is a leading global research, educational and professional
publisher that was formed in May 2015 as a result of the merger of
Springer Science+Business Media (owned by funds advised by BC
Partners) and the Macmillan Science and Education (MSE) business
held by Holtzbrinck Publishing Group (Holtzbrinck). The company is
53% owned by Holtzbrinck, a leading well-established global media
business, and 47% by funds advised by BC Partners. In 2020, the
company reported revenue and EBITDA of EUR1.6 billion and EUR602
million, respectively.


SPRINGER NATURE: S&P Alters Outlook to Stable & Affirms 'B+' ICR
----------------------------------------------------------------
S&P Global Ratings revised the outlook on Germany-based academic
publisher Springer Nature AG & KGaA to stable from negative and
affirmed its 'B+' long-term issuer credit rating on the group and
its 'B+' issue rating on its senior debt.

The stable outlook reflects S&P's expectation that over the next 12
months, Springer Nature's revenue will grow by 1.5%-2.0%, its
EBITDA margin will remain above 30%, and its S&P Global
Ratings-adjusted leverage will be about 8.0x, or about 5.5x
excluding shareholder loans (SHLs).

In 2020, Springer Nature's revenue, earnings, and cash flows were
stronger than S&P had expected, despite the impact from the
COVID-19 pandemic. The group's business model proved resilient, as
most revenue comes from subscriptions, and management took
efficient and timely actions to reduce operating costs, which
supported profitability and cash flows. Reported revenue fell by
5.4% in 2020 compared with 2019. Revenue from the research
division, the group's main business segment, increased by 1.5% on
an underlying basis, which partly offset 9.0% and 25.5% declines in
revenue from the professional and education businesses,
respectively. At the same time, the group reduced operating costs
such that its EBITDA margin improved to 34.0% in 2020 from 32.5% in
2019, and adjusted EBITDA remained at the same level as in 2019.
S&P forecasts that following the macroeconomic recovery in
2021-2023, Springer Nature will return to stable organic revenue
growth and will maintain higher profitability than its peers in the
media industry, with adjusted EBITDA above 30%. This will support
improving free cash flow generation and gradual deleveraging over
the next two-to-three years.

S&P views Springer Nature's business profile as well positioned
versus its peers in the media industry thanks to the group's strong
market standing in academic publishing and its geographical and
business diversification. Springer Nature is the leading global
publisher of academic books in English, the second-largest academic
publisher by revenue, and one of the four largest publishers
globally, with the others being Elsevier S.A. (a division of RELX
PLC), Wiley-Blackwell (John Wiley & Sons Inc.), and Taylor and
Francis (a division of Informa PLC). S&P estimates that Springer
Nature has market shares of about 13% in subscription journals and
30% in academic books. Springer Nature derives almost 60% of its
revenue from subscriptions, mainly in the research and professional
divisions, which benefit from multiyear contracts with longstanding
clients. This supports stable and predictable revenue streams,
earnings, and cash flows. The COVID-19 pandemic affected the
group's education business most severely due to the closure of
schools and delays in curriculum changes, and had a more limited
negative impact on the professional segment.

The group will benefit from the global trends of increasing
research and development expenditure, growth in the number of
researchers, and the increasing number of articles being submitted
and published, underpinned by a macroeconomic recovery in its main
markets. S&P also expects that Springer Nature will maintain
above-average profitability compared with its peers in the media
industry, with EBITDA margins exceeding 30%. This reflects the
restructuring and business integration that the group has completed
over the past three-to-four years, and management's continued focus
on operating and cost efficiency.

S&P said, "We expect that in 2021-2023, Springer Nature's adjusted
leverage will remain high due to the high amount of financial debt,
with adjusted debt to EBITDA of about 8.0x including SHLs and about
5.5x excluding them. The group's capital structure consists of
about EUR2.7 billion of senior secured loans and about EUR1.3
billion of shareholder instruments that we include in our adjusted
debt calculation. These instruments consist of preference shares
issued to entities associated with Holtzbrinck Publishing Group; a
BC Partners shareholder loan; and SHLs from GvH
Vermogensverwaltungsgesellschaft XXXIII mbH (GvH). From time to
time, the group has repaid part of these SHLs, and we expect that
it will repay the EUR90 million GvH financing note in 2021. We
understand that over the next several years, Springer Nature's
joint owners--the Holtzbrinck family and private equity firm BC
Partners--plan to gradually reduce the group's leverage. Increasing
EBITDA, positive FOCF generation, and the mandatory amortization of
financial debt will support the deleveraging. However, due to the
high quantum of debt on the balance sheet, we expect that in
2021-2023, adjusted leverage, both including and excluding SHLs,
will remain well above 5x, unless the group refinances its capital
structure or pursues an IPO.

"The stable outlook reflects our expectation that over the next 12
months, Springer Nature's revenue will grow by 1.5%-2.0% and its
EBITDA margin will remain above 30% on the back of revenue growth
and control over operating costs. Consequently, we expect that the
group's adjusted leverage will be about 8.0x (or 5.5x excluding
SHLs) and FOCF to debt will be about 5%.

"We could lower the rating if Springer Nature's operating
performance fell materially below our expectations, for example due
to weaker revenue growth than we forecast, pricing pressures, or an
inability to control operating costs, such that the adjusted EBITDA
margin dropped significantly below 30%. This would likely result in
weaker credit metrics, including adjusted leverage increasing to
more than 8x (and to more than 6.5x excluding SHLs), and FOCF
generation falling substantially short of our forecast, with FOCF
to debt of less than 5% (excluding SHLs). We could also lower the
rating if the group's credit metrics or liquidity were to weaken on
the back of a large debt-funded acquisition or
shareholder-remuneration payment."

S&P could raise the rating if Springer Nature outperforms its base
case of organic revenue and EBITDA growth and generates sizable
FOCF, combined with significant changes in the capital structure,
such that:

-- The adjusted debt-to-EBITDA ratio drops to less than 7.5x (and
5.0x excluding SHLs) on a sustainable basis, and funds from
operations (FFO) to debt improves to above 12%; and

-- FOCF to debt (excluding SHLs) approaches 10%.

An upgrade would also hinge on management's commitment to a more
conservative financial policy that would support such credit
metrics.


SUSE SA:Moody's Hikes CFR to B1 Following Debt Reduction
--------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
and the probability of default rating of SUSE S.A. (SUSE, formerly
named Marcel Lux IV S.a.r.l.), the top entity of SUSE's restricted
group, to B1 from B3 and B1-PD from B3-PD respectively.
Concurrently, Moody's has upgraded to B1 from B2 the instrument
ratings on the EUR300 million guaranteed senior secured term loan
B2 and the $81 million guaranteed senior secured revolving credit
facility borrowed by Marcel Bidco GmbH as well as upgraded to B1
from B2 the instrument rating on the $360 million guaranteed senior
secured term loan B1 issued by Marcel BidCo LLC. Moody's has also
upgraded to B1 from B2 the instrument ratings on the outstanding
$68 million guaranteed senior secured term loan B borrowed by
Marcel Lux Debtco S.a.r.l. The outlook for SUSE S.A. (formerly
named Marcel Lux IV S.a.r.l.), Marcel Bidco GmbH, Marcel BidCo LLC
and Marcel Lux Debtco S.a.r.l. has been changed to stable from
ratings under review. This concludes the review for upgrade
initiated on April 30, 2021.

RATINGS RATIONALE

The upgrade of SUSE's ratings reflects the improved capital
structure following the debt repayment of $502 million with
proceeds from the IPO leading to a Moody's adjusted debt/EBITDA of
5.2x expected in 2021PF with the expectation that the company will
reduce leverage towards 4.5x in 2022. SUSE continues its strong
operating performance with strong revenue and EBITDA growth in
both, SUSE's core business as well as the recently acquired Rancher
which is propelled by a strong market growth and SUSE's market
position in the open source enterprise software market. Furthermore
the rating action reflects improvements in the financial policy
following the IPO with a moderate target leverage and no intention
to pay dividends in the foreseeable future. The rating action does
not incorporate the expectation of larger debt-financed
acquisitions in the near term.

The B1 CFR additionally reflects (i) the company's position as
distant number two player in a niche market and the resulting
limited scale measured by revenue; (ii) the predominantly indirect
nature of customer relationships due to the increasing reliance on
indirect sales channels (e.g. cloud service providers, OEMs,
hardware vendors) with some concentration in these intermediaries;
and (iii) the effects of customer transitions to the cloud, such as
shortening average contract duration and resulting less favourable
cash flow dynamics, as well as potentially increasingly indirect
relationships with end customers.

However, the B1 rating also reflects SUSE's track record of
sustained good growth over the last years as part of Micro Focus
and on a stand-alone basis since 2018 as well as the cash
generative nature of the business supported by strong EBITDA
margins and limited overall investment needs, despite sizable
one-off cash costs related to the carve-out over 2019-21. In
addition, it reflects (i) the company's position as one of two main
paid Linux enterprise operating system (OS) providers with solid
positions in certain customer segments (i.e. its SAP, IBM, HPE
relationships), (ii) the strong growth dynamics in the core server
OS market fueled by the increasing use of Linux as the preferred
cloud server OS and the strong demand for Rancher Kubernetes
solutions although the track record is so far limited, (iii) good
revenue visibility resulting from a subscription-based,
upfront-cash business model and high stickiness of the product and
(iv) the company's geographically diversified revenue base with
multiple distribution channels.

OUTLOOK

The stable outlook reflects Moody's expectation that the leverage
will fall below 5.0x (Moody's adjusted) in the next 12-18 months, a
level that is commensurate with a B1 rating. Additionally, it
reflects the expected realization of synergies and sustainable cost
reductions to cope with the initial margin deterioration and risks
around the expected strong growth of the acquired Rancher business
in a swiftly developing market environment with related
substitution risk.

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

Positive pressure on the rating could result from SUSE's continued
strong performance in its core market and visible reported EBITDA
growth following the dilution from the Rancher acquisition such
that Moody's adjusted debt/EBITDA declines sustainably below 4.0x
while the free cash flow generation is maintained at or above 15%
free cash flow/debt (Moody's adjusted). Moody's would also require
a diversification of revenue streams and a general increase in the
company's scale.

Conversely, negative pressure on the rating could arise from free
cash flow (after interest) below 10%, leverage remaining above 5.0x
could in any case strain the rating as would a significant
weakening of the company's liquidity profile.

LIQUIDITY

Moody's view SUSE's liquidity profile as good. It is supported by
$45 million of cash on balance sheet as of March 2021, and is
complemented by the fully undrawn $81 million revolving credit
facility (RCF) due 2025. Moody's also expect the company to
continue to generate free cash flow above $100 million annually.
The RCF is subject to a springing total net leverage covenant
tested when the facility is drawn for more than 40%. The covenant
is set at 8.09x (calculated as per the definition in the Syndicated
Facility Agreement), and Moody's expect the company to retain
sufficient capacity.

STRUCTURAL CONSIDERATIONS

The capital structure comprises the $360 million, EUR300 million
equivalent senior secured term loan B, both due 2026, the
outstanding $68 million term loan B due in 2027, as well as the $81
million senior secured RCF due 2025, all benefitting from
first-ranking security interests in shares, bank accounts and
intercompany receivables, and a guarantor coverage of at least 80%
of the company's consolidated EBITDA, tested annually. The debt
instruments are rated in line with the corporate family rating at
B1.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Moody's takes into account the impact of environmental, social and
governance (ESG) factors when assessing companies' credit quality.
SUSE's ratings factor in its majority private equity ownership and
a financial policy, illustrated by high tolerance for financial
leverage and willingness to finance acquisitions with significant a
debt quantum. Despite the fact that SUSE remains majority owned by
existing shareholders EQT, Moody's considers that the company has
strengthened its financial policy as part of the IPO. Besides the
immediate debt reduction following the IPO, the rating agency
positively views the more conservative financial policy with a
mid-term target of net debt / EBITDA leverage ratio (management
adjusted) of below 3.5x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
Industry published in August 2018.

COMPANY ROFILE

SUSE is an open-source software products provider with headquarters
in Nuremberg, Germany, and was founded in 1992. SUSE develops,
delivers and supports commercial open-source software products and
is specialised in "paid Linux" OS. Predominantly through its core
product, SUSE Linux Enterprise Server (SLES), which accounts for
more than 80% of its revenue, the company provides its software and
services to over 13,400 customers worldwide.

Until 2018, the company was part of Micro Focus, which acquired
SUSE as part of the acquisition of Attachmate in 2014. In July 2020
SUSE announced the acquisition of Rancher Labs, an open-source
provider of container orchestration software. EQT has acquired SUSE
in 2018 for a total cash consideration of $2.5 billion and the
transaction was finally closed in February 2019. Following an IPO
in May 2021, EQT maintains a 74% stake in SUSE with the remainder
being held by management and free float.

SUSE generated around $466 million with a management adjusted
EBITDA of EUR190 million in fiscal year 2020.




===========
G R E E C E
===========

INTRALOT: Creditors Agree to Pay Off Bonds to Sweeten Debt Deal
---------------------------------------------------------------
Lucca De Paoli and Antonio Vanuzzo at Bloomberg News report that a
group of creditors to Intralot SA agreed to provide almost EUR148
million (US$177 million) to the beleaguered gaming company to pay
off some of its bonds due September and sweeten the terms of a
restructuring deal that's been under negotiations for months.

According to Bloomberg, under the new proposal, part of the EUR250
million of Intralot's bonds maturing Sept. 15 would be paid out at
par by a group of investors who've been discussing the deal with
the company, according to a statement.  It said the remainder of
the 2021 notes will be swapped into new secured debt due 2025 and
backed by the gaming company's U.S. unit, as already agreed in
January, Bloomberg relates.

Greece-based Intralot, which operates lotteries and sports betting
services from Argentina to Bulgaria, has been hit hard by both
contract renegotiations in some key countries and an industry-wide
slump triggered by widespread lockdowns due to the Covid-19
pandemic, Bloomberg discloses. Revenue at the firm fell by more
than 16% last year, Bloomberg relays, citing the company's annual
report.

The company has been in talks with creditors including Beach Point
Capital Management, M&G Plc and Oak Hill Advisors since last year
to cut debt and reached an initial agreement with creditors in
January, Bloomberg recounts.  The new proposal, backed by about 82%
of the 2021 bondholders, needs a minimum support of 90% to become
binding, Bloomberg notes.

Intralot is a Greek company that supplies integrated gambling,
transaction processing systems, game content, sports betting
management and interactive gambling services, to state-licensed
gaming organizations worldwide.




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

AVOCA CLO XXIV: Fitch Assigns Final B- Rating on F-R Notes
----------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XXIV DAC's refinancing notes
final ratings.

      DEBT                 RATING               PRIOR
      ----                 ------               -----
Avoca CLO XXIV DAC

A-1 XS2167137459     LT  PIFsf   Paid In Full   AAAsf
A-2 XS2167137707     LT  PIFsf   Paid In Full   AAAsf
A-R XS2344780361     LT  AAAsf   New Rating     AAA(EXP)sf
B XS2167137616       LT  PIFsf   Paid In Full   AAsf
B-1-R XS2344780445   LT  AAsf    New Rating     AA(EXP)sf
B-2-R XS2344780528   LT  AAsf    New Rating     AA(EXP)sf
C XS2167138184       LT  PIFsf   Paid In Full   Asf
C-R XS2344780791     LT  Asf     New Rating     A(EXP)sf
D XS2167138267       LT  PIFsf   Paid In Full   BBB-sf
D-R XS2344781849     LT  BBB-sf  New Rating     BBB-(EXP)sf
E-R XS2344780957     LT  BB-sf   New Rating     BB-(EXP)sf
F-R XS2344781179     LT  B-sf    New Rating     B-(EXP)sf

TRANSACTION SUMMARY

Avoca CLO XXIV DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
were used to redeem the refinanced notes and to upsize the
portfolio with a new target par of EUR500 million. The portfolio is
actively managed by KKR Credit Advisors (Ireland) Unlimited Company
(KKR). The collateralised loan obligation (CLO) has a 4.6-year
reinvestment period and an 8.6-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 34.0.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.9%.

Diversified Asset Portfolio (Positive): The transaction has several
Fitch test matrices corresponding to two top 10 obligors'
concentration limits of 16% and 20%. The manager can interpolate
within and between two matrices. The transaction also includes
various concentration limits, including the maximum exposure to the
three largest (Fitch-defined) industries in the portfolio at 40%.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Positive): The transaction has a 4.6-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Deviation from Model-implied Rating (Negative): The ratings of the
class A, B-1/B-2, C, D, E and F notes are one notch higher than the
model-implied rating (MIR). The default rate shortfalls at the
assigned rating are as follows: -0.76% for the class A notes,
-0.27% for the class B-1/B-2 notes, -0.86% for the class C notes,
-2.63% for the class D notes, -0.30% for the class E notes and
-2.77% for the class F notes. The ratings are supported by the
significant default cushion on the identified portfolio at the
assigned ratings due to the notable cushion between the
transaction's covenants and the portfolio's parameters, including
higher diversity (184 obligors) of the identified portfolio.

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

RATING SENSITIVITIES

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

-- A reduction of the default rate (RDR) at all rating levels by
    25% of the mean RDR and an increase in the recovery rate (RRR)
    by 25% at all rating levels would result in an upgrade of up
    to four notches depending on the notes, except for the class A
    notes, which are already at the highest rating on Fitch's
    scale and cannot be upgraded.

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

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

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

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

Coronavirus Baseline Stress Scenario

Fitch recently updated its CLO coronavirus stress scenario to
assume half of the corporate exposure on Negative Outlook is
downgraded by one notch instead of 100%. The Stable Outlooks on all
the notes reflect the default rate cushion in the sensitivity
analysis run in light of the coronavirus pandemic.

Coronavirus Downside Stress Scenario

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Avoca CLO XXIV DAC

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

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

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

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


AVOCA CLO XXIV: S&P Assigns B- Rating on Class F-R Notes
--------------------------------------------------------
S&P Global Ratings assigned credit ratings to Avoca CLO XXIII DAC's
class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes. At closing,
the issuer will also issue EUR50.625 million of subordinated
notes.

  Portfolio Benchmarks
                                                     CURRENT
  S&P weighted-average rating factor                2,868.09
  Default rate dispersion                             423.21
  Weighted-average life (years)                         5.32
  Obligor diversity measure                           158.54
  Industry diversity measure                           19.66
  Regional diversity measure                            1.23

  Transaction Key Metrics
                                                     CURRENT
  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                        B
  'CCC' category rated assets (%)                       2.73
  'AAA' weighted-average recovery (%)                  36.63
  Weighted-average spread (net of floors) (%)           3.70

Rating rationale

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.6 years after
closing.

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

"In our cash flow analysis, we used the EUR500 million target par
amount, a weighted-average spread of 3.60%, the reference
weighted-average coupon (4.00%), and the weighted-average recovery
rates of the portfolio calculated in line with our CLO Criteria. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R, B-2-R, C-R, D-R, and E-R
notes could withstand stresses commensurate with higher rating
levels than those we have assigned. However, as the CLO will be in
its reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings assigned to the notes.

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

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

The CLO is managed by KKR Credit Advisors (Ireland) Unlimited Co.
Under our "Global Framework For Assessing Operational Risk In
Structured Finance Transactions," published on Oct. 9, 2014, the
maximum potential rating on the liabilities is 'AAA'.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our ratings
are commensurate with the available credit enhancement for the
class A-R to F-R notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-R to E-R
notes to five of the 10 hypothetical scenarios we looked at in our
publication "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."

Environmental, social, and governance (ESG) credit factors

S&Ps aid, "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 or limit assets from being related to the following
industries: weapons, tobacco production, thermal coal, payday
lending, trade in endangered or protected wildlife, marijuana,
illegal drugs, or narcotics. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

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

  Ratings List

  CLASS    RATING     AMOUNT  INTEREST RATE CREDIT
                    (MIL. EUR)        (%)       ENHANCEMENT (%)
  A-R      AAA (sf)    305.00    3mE + 0.90     39.00
  B-1-R    AA (sf)      35.50    3mE + 1.50     28.50
  B-2-R    AA (sf)      17.00          1.95     28.50
  C-R      A (sf)       33.75    3mE + 2.00     21.75
  D-R      BBB (sf)     33.75    3mE + 3.00     15.00
  E-R      BB- (sf)     25.00    3mE + 5.77     10.00
  F-R      B- (sf)      15.00    3mE + 8.48      7.00
  Subordinated  NR      50.625        N/A         N/A

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


FINANCE IRELAND 3: S&P Assigns B- Rating on Class X Notes
---------------------------------------------------------
S&P Global Ratings assigned credit ratings to Finance Ireland RMBS
No. 3 DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and
X-Dfrd notes.

Finance Ireland RMBS No. 3 is a static RMBS transaction that
securitizes a portfolio of EUR297.5 million owner-occupied mortgage
loans secured on properties in Ireland.

This transaction is very similar to its predecessor Finance Ireland
RMBS No. 2. The main difference is that Finance Ireland RMBS No. 3
is backed only by owner-occupied mortgage loans, while the previous
transaction was backed by a mixture of owner-occupied and
buy-to-let (BTL) mortgage loans.

The loans in the pool were originated between 2016 and 2021 by
Finance Ireland Credit Solutions DAC and Pepper Finance Corp. DAC.
Finance Ireland is a nonbank specialist lender, which purchased the
Pepper Finance Residential Mortgage business in 2018.

The collateral comprises prime borrowers, and there is a high
exposure to self-employed and first-time buyers. All of the loans
have been originated relatively recently and thus under the Irish
Central Bank's mortgage lending rules limiting leverage and
affordability.

As a result of the COVID-19 pandemic, as of May 31, 2021, 0.8% of
the portfolio loans have been granted payment holidays of their
monthly mortgage payments, but all of them have ended. This is low
in the context of the Irish market.

The transaction benefits from liquidity provided by a general
reserve fund, and in the case of the class A notes, a class A
liquidity reserve fund.

Principal can be used to pay senior fees and interest on the notes
subject to various conditions.

Credit enhancement for the rated notes will consist of
subordination and the general reserve fund from the closing date.
The class A liquidity reserve can also ultimately provide
additional enhancement subject to certain conditions.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the three-month EURIBOR, and
the loans, which pay fixed-rate interest before reversion.

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

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

  Ratings

  CLASS     RATING*     CLASS SIZE (EUR)
  A         AAA (sf)     248,400,000
  Y         NR                 5,000
  B-Dfrd    AA (sf)       17,840,000
  C-Dfrd    A (sf)         9,660,000
  D-Dfrd    BBB+ (sf)      8,920,000
  E-Dfrd    BBB (sf)       5,940,000
  F-Dfrd    BB+ (sf)       2,970,000
  Z         NR             3,759,000
  X-Dfrd    B- (sf)        6,600,000
  R1        NR                10,000
  R2        NR                10,000

* S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, and the ultimate
payment of interest and principal on all the other rated notes.
S&P's ratings also address timely receipt of interest on the class
B–Dfrd to E-Dfrd notes when they become the most senior
outstanding.
NR--Not rated.


PERMANENT TSB: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Neg.
-------------------------------------------------------------------
S&P Global Ratings affirmed its ratings on Irish banks.

Profitability challenges Irish bank faced before the pandemic have
not eased, in S&P's view. Ireland is poised for an economic
recovery. However, the flat interest rate yield curve, negative
policy rates that cannot be fully passed on to depositors, a lack
of business diversity, and modest growth opportunities in the
relatively small domestic economy are increasingly weighing on net
interest income. What's more, structural issues constraining banks'
profitability persist. These include large cost bases together with
continuous investment in business transformation and digital
capabilities, and higher capital requirements than in other
European countries for mortgage loans. The planned exit of
international players like NatWest Group and KBC Group from the
Irish market, announced earlier this year, underscores the tough
operating environment and weak profitability prospects. Moreover,
we see increasing risks for domestic banks from digital disruption,
since the impact of COVID-19 has accelerated innovation and
digitalization in many banking markets, including Ireland. So far,
S&P sees limited offerings from fintech companies in Ireland.
However, in the longer term, potential changes in digital
technologies could have a profound impact on intermediation between
savers and investors, which could further affect our view of
competitive dynamics in the banking industry.

Cost reduction and revenue diversification are critical for
Ireland's banking sector to prevent profitability erosion. Irish
banks, like their peers in many other jurisdictions, face the
challenge of implementing remedies to achieve lasting efficiency
gains and reverse the sluggish trend in top-line revenue. Banks'
cost-to-income ratios remain stubbornly high, surpassing 70%. Irish
banks' managements have shown their commitment to reducing the
absolute amount of operating costs, such as staff and property
expenses. However, a significant reduction is hard to achieve amid
rising regulatory costs and digital transformation plans that
require large investments to improve profitability. Therefore, S&P
expects that cost discipline won't completely offset revenue
pressure over the coming years. Dependence on lending activity
(with mortgage loans dominating banks' loan portfolios) also limits
banks' revenue generation capacity. S&P observes that banks are
taking steps to widen their product offerings and diversify their
revenue streams, but these efforts are still at an early stage, so
there is as yet no noticeable impact on profitability. Irish banks'
ability to deliver on their cost-cutting and returns strategy, and
demonstrate top-line growth beyond the one-off improvement that
could come after the exit of NatWest and KBC, would be critical to
our further assessment of industry risks in Ireland.

S&P said, "We estimate that the impact of credit losses and
nonperforming loans (NPLs) should be manageable for Irish banks.
Irish banks entered the pandemic with healthy capitalizations and
robust liquidity profiles, owing to residents' large savings. This
allowed them to set aside large provisions in 2020 for future
defaults, but this also led to reported losses. So far, we have not
observed significant deterioration of asset quality, but we expect
NPLs to rise over 2021-2022 as government support to households and
businesses unwinds. However, we think last year's provisioning
already provides a sufficient buffer for potential losses;
therefore we project new provisions to be much lower this year and
next, at between 30 basis points (bps) and 45 bps. Lower credit
provisions will support profitability improvements, but not enough
for returns to reach prepandemic levels. Moreover, average
systemwide returns in Ireland are likely to lag those of peers.

"Systemwide funding has improved, in our view. This is based on our
estimate that core deposits (our measure includes 100% of retail
deposits and 50% of corporate deposits) will cover more than 100%
of systemwide domestic loans over the next several years. Moreover,
access to capital markets remains good for Irish banks and they
were among the first to tap the capital markets last year.

"Generally, our negative outlooks indicate that we could lower our
ratings if Irish banks are unable to resolve current weaknesses in
profitability. In particular, we will look at how preprovision
income evolves, apart from the potential one-off benefits from
acquiring NatWest and KBC's portfolios. We overlay this broad
assessment with our view on the idiosyncratic features of
individual banks, reflecting other positive and negative rating
pressures, their asset and funding profiles, and our view of their
earnings' capacity to absorb potential setbacks and so avoid
significant capital erosion."

OUTLOOKS

Allied Irish Banks
Primary analyst: Letizia Conversano

AIB Group PLC

The negative outlook on AIB Group PLC (AIB) reflects S&P's view
that structural profitability issues -- namely high costs and still
significant dependence on net interest income -- will continue to
constrain AIB's earnings generation capacity over the next 18-24
months, while it implements its new business plan. This could make
the bank more vulnerable to the persistent low-interest-rate
environment than other more diversified and digitally advanced
international peers.

Downside scenario: S&P could consider lowering its ratings on AIB
over the next 18-24 months if the group were unable to reduce costs
and diversify revenues, as per its new business plan, and S&P
forecasts persistently weak returns over that period.

Upside scenario: S&P could revise its outlook to stable over the
next 18-24 months if it saw tangible signs that the bank is
delivering on its cost-cutting, revenue-diversification, and
digital transformation plans, while maintaining sound asset quality
and good capital buffers.

Allied Irish Banks PLC (operating company)

The positive outlook indicates the possibility of an upgrade over
the next 18-24 months if the ALAC buffer protecting senior
creditors increases sustainably beyond 8.0% of S&P Global Ratings'
risk-weighted assets (RWA) through 2023, making the bank eligible
for a two-notch rating uplift.

AIB UK
The positive outlook on U.K.-incorporated AIB Group (U.K.) PLC (AIB
UK) reflects that on its parent, Ireland-based Allied Irish Banks
(AIB). S&P consider AIB UK strategically important to its parent,
so it caps the ratings at one notch below its 'bbb+' group credit
profile on AIB. Therefore, any positive or negative rating action
on the bank will result in a similar action on AIB UK.

Upside scenario: S&P could raise its ratings on AIB UK over the
next 18-24 months, following a similar action on the operating
parent company. S&P could also consider an upgrade if it sees
tangible signs that AIB UK's importance within the AIB Group is
increasing.

Downside scenario: Rating pressure could come from a material
underperformance of AIB UK compared with S&P's base-case scenario,
or from a weakening of AIB UK's strategic importance within the
group.

Bank of Ireland Group (BOI Group)
Primary analyst: Anastasia Turdyeva

Bank of Ireland Group PLC

S&P said, "The negative outlook reflects our view that structural
profitability issues--such as modest growth opportunities,
persistently high costs, high capital requirements, and low revenue
diversification--will continue weighing on the bank's
creditworthiness over the next 18-24 months, despite our
expectation of an economic rebound."

Downside scenario: S&P could lower the ratings if, despite
committed cost discipline and investment in digitalization, the
group's returns remain weak over the next two years, with
profitability metrics that are not in line with peers'.

Upside scenario: S&P could revise the outlook to stable if economic
and operating conditions stabilize, while cost discipline allows
the bank to sustain preprovision income.

Bank of Ireland

The negative outlook on Bank of Ireland (BOI), the main operating
bank, mirrors that on the BOI Group.

Downside scenario: S&P said, "We could lower the ratings on BOI if
we lower the ratings on BOI Group PLC. We could also lower the
ratings on BOI if the buffer of bailinable debt protecting senior
creditors does not stay at or above 8.0% our RWA metric and is no
longer commensurate with a two-notch rating uplift. This could
happen because of a less conservative capital policy than we
currently expect or due to inflation of the risk-asset base."

Upside scenario: S&P could revise the outlook to stable if it sees
stabilization in the operating environment and we also revise our
outlook on BOI Group to stable.

Permanent TSB Group (PTSB Group)
Primary analyst: Anastasia Turdyeva

Permanent TSB Holdings Group PLC (nonoperating holding company)

S&P said, "The negative outlook on PTSB Group primarily reflects
our view that, despite an anticipated economic recovery, the
operating environment in Ireland will remain challenging, leading
to weaker business and profitability prospects over the next 12-18
months. We see PTSB group's profitability as being under greater
pressure than that of large domestic players due to its lack of
scale and diversification. Consequently, we expect it to remain
weak over the next 12-18 months except in the event that the group
can benefit from external growth, for example via a one-off
purchase of portfolios from banks exiting the Irish market."

Downside scenario: S&P said, "We would lower the ratings over the
next 18-24 months if PTSB Group's strategy to diversify and improve
profitability is significantly behind schedule, and we see little
signs of recovery of profitability, indicating inability to expand
successfully. We could also downgrade the bank if we observed more
aggressive capital management, with our forecast RAC ratio falling
below 10%."

Upside scenario: S&P could revise the outlook to stable if economic
and operating conditions stabilize, while cost discipline and
business diversification allow the bank to sustain preprovision
income.

Permanent TSB PLC (operating company)

The negative outlook on Permanent TSB PLC mirrors that on PTSB
Group.

Downside scenario: S&P could lower the rating on the operating
company if the bank is unable to sustain profitability in the
difficult operating environment, or if it forecasts the ALAC buffer
protecting senior creditors to fall below 6.0% of its RWA metric
over the next two years.

Upside scenario: S&P could revise the outlook to stable if the
operating environment normalizes and it revises the outlook on PTSB
Group to stable.

  BICRA Score Snapshot

  Ireland
                                 TO                FROM
  BICRA group                     4                  4
  Economic risk                   5                  5
  Economic resilience         Low risk           Low risk
  Economic imbalances         High risk          High risk
  Credit risk in the economy  High risk          High risk
  Economic risk trend         Positive           Stable
  Industry risk                   4                  4
  Institutional framework     Intermediate risk  Intermediate risk
  Competitive dynamics        High risk          Intermediate risk
  Systemwide funding          Low risk           Intermediate risk
  Industry risk trend         Negative           Negative

  Ratings List

  AIB GROUP PLC

  RATINGS AFFIRMED  
  AIB GROUP PLC
   Issuer Credit Rating    BBB-/Negative/A-3

  RATINGS AFFIRMED; OUTLOOK ACTION  
                                 TO                FROM
  AIB GROUP (U.K.) PLC
   Issuer Credit Rating    BBB/Positive/A-2   BBB/Negative/A-2

  ALLIED IRISH BANKS PLC
   Issuer Credit Rating    BBB+/Positive/A-2  BBB+/Negative/A-2

  BANK OF IRELAND GROUP PLC

  RATINGS AFFIRMED  

  BANK OF IRELAND GROUP PLC
   Issuer Credit Rating            BBB-/Negative/A-3   
  
  BANK OF IRELAND
   Issuer Credit Rating            A-/Negative/A-2

  PERMANENT TSB GROUP HOLDINGS

  RATINGS AFFIRMED  

  PERMANENT TSB GROUP HOLDINGS PLC
   Issuer Credit Rating            BB-/Negative/B

  PERMANENT TSB PLC
   Issuer Credit Rating            BBB-/Negative/A-3


SCULPTOR EUROPEAN VIII: S&P Assigns Prelim. B- Rating F Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Sculptor
European CLO VIII DAC's class A loan and the class A, B-1, B-2, C,
D, E, and F notes. The issuer also has EUR24.9 million of unrated
subordinated notes outstanding from the existing transaction.

The reinvestment period will end in December 2025. The covenanted
maximum weighted-average life is 8.5 years from closing.

Under the transaction documents, the manager will be allowed to
purchase loss mitigation obligations in connection with the default
of an existing asset with the aim of enhancing the global recovery
on that obligor. The manager will also be allowed to exchange
defaulted obligations for other defaulted obligations from a
different obligor with a better likelihood of recovery.

S&P said, "We expect the portfolio to 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       2,792.45
  Default rate dispersion                               623.31
  Weighted-average life (years)                           5.33
  Obligor diversity measure                             112.98
  Industry diversity measure                             22.35
  Regional diversity measure                              1.27
  Weighted-average rating                                    B
  'CCC' category rated assets (%)                         1.10
  'AAA' weighted-average recovery rate (covenanted)      35.00
  Floating-rate assets (%)                               95.00
  Weighted-average spread (net of floors; %)              3.86

Loss mitigation loan mechanics

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

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

The purchase of loss mitigation loans is not subject to the
documented reinvestment criteria or eligibility criteria. The
issuer may purchase loss mitigation loans using interest proceeds,
principal proceeds, or amounts in the supplemental reserve account.
The use of interest proceeds to purchase loss mitigation loans is
subject to (i) the manager determining that there are sufficient
interest proceeds to pay interest on all the rated debt on the
upcoming payment date; and (ii) in the manager's reasonable
judgment, following the purchase, all coverage tests will be
satisfied on the upcoming payment date. The use of principal
proceeds is subject to (i) passing par coverage tests; (ii) the
manager having built sufficient excess par in the transaction so
that the principal collateral amount is equal to or exceeds the
portfolio's reinvestment target par balance after the reinvestment;
and (iii) the obligation purchased is a debt obligation ranking
senior or pari passu with the related defaulted or credit risk
obligation, maturity date not exceeding the maturity date of debt
and par value greater than its purchase price.

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

Loss mitigation loans that are purchased with interest will receive
zero credit in the principal balance determination, and the
proceeds received will form part of the issuer's interest account
proceeds. The manager can elect to give collateral value credit to
loss mitigation loans, purchased with interest proceeds, subject to
them meeting the same limited deviation from eligibility criteria
conditions. The proceeds from any loss mitigations reclassified in
this way are credited to the principal account.

The cumulative exposure to loss mitigation loans purchased with
principal is limited to 2% of the target par balance. The
cumulative exposure to loss mitigation loans purchased with
principal and interest is limited to 5% of the target par balance.

Reverse collateral allocation mechanism

If a defaulted euro-denominated obligation becomes the subject of a
mandatory exchange for U.S. dollar-denominated obligation following
a collateral allocation mechanism (CAM) trigger event, the
portfolio manager may sell the CAM obligation and invest the sale
proceeds in the same obligor (a CAM euro obligation), provided the
obligation:

-- Is denominated in euro;

-- Ranks as the same or more senior level of priority as the CAM
obligation; and

-- Is issued under the same facility as the CAM obligation by the
obligor.

To ensure that the CLO's original or adjusted collateral par amount
is not adversely affected following a CAM exchange, a CAM
obligation may only be acquired if, following the reinvestment, the
numerator of the CLO's par value test, referred to as the adjusted
collateral principal amount, is either:

-- Greater than the reinvestment target par balance;

-- Maintained or improved when compared with the same balance
immediately after the collateral obligation became a defaulted
obligation; or

-- Maintained or improved compared with the same balance
immediately after the mandatory exchange that resulted in the
issuer holding the CAM exchange. Solely for the purpose of this
condition, the CAM obligation's principal balance is carried at the
lowest of its market value and recovery rate, adjusted for foreign
currency risk and foreign exchange rates.

Finally, a CAM euro exchanged obligation that is also a
restructured obligation may not be purchased with sale proceeds
from a CAM exchanged obligation.

The portfolio manager may only sell a CAM obligation and reinvest
the sale proceeds in a CAM euro obligation if, in the portfolio
manager's view, the sale and subsequent reinvestment is expected to
result in a higher level of ultimate recovery when compared with
the expected ultimate recovery from the CAM obligation.

S&P said, "In our cash flow analysis, we modelled a par collateral
size of EUR300.00 million, a weighted-average spread covenant of
3.75%, the reference weighted-average coupon covenant of 3.75%, and
the minimum weighted-average recovery rates as indicated by the
collateral manager. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

"Our credit and cash flow analysis show that the class B-1, B-2, C,
and D 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 A and E notes withstand
stresses commensurate with the currently assigned preliminary
ratings. In our view, the portfolio is granular in nature, and
well-diversified across obligors, industries, and assets.

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

-- The available credit enhancement for this class of notes is in
the same range as other CLOs that we rate, and that have recently
been issued in Europe.

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

-- S&P's model generated BDR at the 'B-' rating level of 25.61%
(for a portfolio with a weighted average life of 5.33 years),
versus a generated BDR at 16.52% if we were to consider a long-term
sustainable default rate of 3.1% for 5.33 years.

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

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

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

The Bank of New York Mellon, London Branch is the bank account
provider and custodian. S&P expects the documented downgrade
remedies to be in line with its current counterparty criteria.

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

"We expect the issuer to be bankruptcy remote, in accordance with
our legal criteria.

"The CLO is managed by Sculptor Europe Loan Management Ltd. Under
our "Global Framework For Assessing Operational Risk In Structured
Finance Transactions," published on Oct. 9, 2014, the maximum
potential rating on the liabilities is 'AAA'.

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

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

"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. S&P said, "We use these assumptions about
vaccine timing in assessing the economic and credit implications
associated with the pandemic. As the situation evolves, we will
update our assumptions and estimates accordingly."

Environmental, social, and governance (ESG) 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:
tobacco, weapons, thermal coal, fossil fuels, and production of
pornography or trade in prostitution. 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.    PRELIMINARY    INTEREST RATE*        SUB (%)
           RATING     AMOUNT
                      (MIL. EUR)
  A-Loan   AAA (sf)      93.00     Three/six-month EURIBOR  38.50
                                     plus 0.88%
  A        AAA (sf)      91.50     Three/six-month EURIBOR  38.50
                                     plus 0.88%
  B-1      AA (sf)       18.50     Three/six-month EURIBOR  29.00
                                     plus 1.60%
  B-2      AA (sf)       10.00     2.00%                    29.00
  C        A (sf)        24.00     Three/six-month EURIBOR  21.00
                                     plus 2.10%  
  D        BBB- (sf)     18.75     Three/six-month EURIBOR  14.75
                                     plus 3.10%
  E        BB- (sf)      15.00     Three/six-month EURIBOR   9.75
                                     plus 6.17%
  F        B- (sf)        9.00     Three/six-month EURIBOR   6.75
                                     plus 8.79%
  Z        NR             8.00          N/A                   N/A
  Subordinated  NR       24.90          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.


SUMMERHILL RESIDENTIAL 2021-1: S&P Assigns 'B-' Rating on G Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Summerhill
Residential 2021-1 DAC's class A to G-Dfrd Irish RMBS notes. At
closing, the transaction also issued unrated class Z, R, X1, and X2
notes.

Summerhill Residential 2021-1 is a static RMBS transaction that
securitizes a EUR299.9 million portfolio of performing and
reperforming owner-occupied and buy-to-let mortgage loans secured
over residential properties in Ireland.

The portfolio cutoff date is as of May 31, 2021, however for S&P's
credit analysis it has used the portfolio as of end of April 2021.

The securitization comprises a purchased portfolio, which was
previously securitized in Shamrock Residential 2019-1 DAC. Irish
Nationwide Building Society, Bank of Scotland PLC, Bank of Scotland
(Ireland) Ltd., Nua Mortgages Ltd., and Start Mortgages DAC
originated the loans.

S&P's rating on the class A notes addresses the timely payment of
interest and the ultimate payment of principal. Its ratings on the
class B-Dfrd to G-Dfrd notes address the ultimate payment of
interest and principal. The timely payment of interest on the class
A notes is supported by the liquidity reserve fund, which was fully
funded at closing to its required level of 0.50% of the class A
notes' balance. Furthermore, the transaction benefits from the
ability to use principal to cover certain senior items.

Pepper Finance Corporation (Ireland) DAC and Start Mortgages DAC,
the administrators, are responsible for the day-to-day servicing.
In addition, the issuer administration consultant, Hudson Advisors
Ireland Ltd., helps devise the mandate for special servicing, which
Start Mortgages and Pepper Finance are implementing.

At closing, the issuer used the issuance proceeds to purchase the
beneficial interest in the mortgage loans from the seller. The
issuer grants security over all its assets in favor of the security
trustee. S&P considers the issuer to be bankruptcy remote under our
legal criteria.

There are no rating constraints in the transaction under our
structured finance operational, sovereign, and counterparty risk
criteria.

  Ratings

  CLASS      RATING*        CLASS SIZE (EUR)
  A          AAA (sf)         186,850,000
  B-Dfrd     AA (sf)           23,170,000
  C-Dfrd     A (sf)            18,680,000
  D-Dfrd     BBB (sf)          14,950,000
  E-Dfrd     BB (sf)            8,970,000
  F-Dfrd     B (sf)             4,480,000
  G-Dfrd     B- (sf)            4,480,000
  Z          NR                37,375,000
  R          NR                 6,914,000
  X1         NR                   100,000
  X2         NR                 2,000,000

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

Dfrd--Deferrable.
NR--Not rated




===========
N O R W A Y
===========

NORWEGIAN AIR: Showed Poor Judgment by Paying Bonuses to Execs
--------------------------------------------------------------
Victoria Klesty at Reuters reports that budget carrier Norwegian
Air showed poor judgement when it paid bonuses to top management
just weeks after emerging from government-backed bankruptcy
proceedings, Norway's industry minister said on June 29.

Having shed thousands of jobs during the pandemic and forced
creditors to swap billions of dollars in debt for stock in the
slimmed-down airline, Norwegian completed a court-ordered financial
restructuring in late May, Reuters recounts.

To help save Norwegian from collapse, the government in mid-2020
provided the carrier with loan guarantees of NOK3 billion Norwegian
(US$350 million) and later with NOK1.5 billion in a hybrid loan,
Reuters discloses.

But soon after the restructuring, Norwegian began paying out
bonuses of some NOK30 million (US$3.5 million) combined to managers
as a reward for saving the company, Reuters relays, citing business
news site E24.

"That shows poor judgment," Reuters quotes Minister of Trade and
Industry Iselin Nyboe as saying in a statement.  "The board and
Chief Executive Geir Karlsen have a big job ahead of them in
explaining this and rebuilding the reputation of Norwegian."

Mr. Karlsen, who was chief financial officer during the
restructuring, was named CEO last week, Reuters notes.

According to Reuters, Norwegian Air said the payouts had been
agreed as a retention bonus amid the financial restructuring to
ensure key managers did not leave during a difficult time.

The company had not violated any government loan conditions, its
lawyers said in a letter to the ministry, Reuters relates.




===========
P O L A N D
===========

ALIOR BANK: S&P Affirms 'BB/B' ICRs & Alters Outlook to Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its ratings on three Polish banks, as
shown below:

-- mBank: 'BBB/A-2', with a negative outlook.

-- Alior Bank S.A.: 'BB/B', with the outlook revised to stable
from negative.

-- Bank Polska Kasa Opieki S.A. (Bank Pekao): 'BBB+/A-2', with a
stable outlook.

S&P said, "The Polish economy has fared far better than we
previously expected. We now see a stable economic risk trend for
Poland's Banking Industry Country Risk Assessment (BICRA), compared
with negative previously. This is predominantly because the
pandemic had less of an impact on the economy than we forecast. In
addition, we expect that Poland will only gradually phase out its
substantial support programs for businesses."

The structure and competitiveness of the Polish exports have
mitigated the fallout from the pandemic. One of the factors
explaining Poland's only modest output contraction in 2020 is the
country's relatively diversified and competitive export base, which
is less dependent on the automotive and tourism sectors, and more
focused on durable and intermediate goods, the demand for which
proved resilient. The Polish economy has therefore held up better
than that of many European peers. S&P said, "GDP contracted by only
2.7% in 2020 and we expect a rebound of 3.4% in 2021, accelerating
further to 4.5% in 2022. We also forecast that real GDP per capita
will increase toward $18,000-$19,000 by 2023."

Sizable policy support has also been instrumental to cushion the
blow to the labour market. S&P said, "In our view, the structure of
the government support program has helped limit the level of
redundancies to date to about 3% of the unemployment rate (per
Eurostat) in Poland. The effect of the program was to ringfence the
labor market, which ultimately contains credit risk for banks. That
said, some longer-term uncertainty about the development of
unemployment remains; we expect it to increase toward a peak of
3.7%, compared with our estimated 8.5% peak for the eurozone.
Despite the fact that earnings weakened in 2020 on the back of the
lower operating income and increased loan loss provisions, we
consider that the banking sector holds sufficient buffers to
counter any pandemic-related risk repercussions in 2021-2022." The
banks' portfolio quality continues to benefit from low unemployment
among retail customers and excess liquidity in the business
segment.

S&P forecasts that nonperforming loans will increase toward 8% in
the next 12 months, from the current 6%-7%. Under this scenario,
credit risk costs could moderate toward and below 100 basis points
(bps) in the next two years. At their peak, the loan payment
moratoriums affected about 10% of overall loans on the market, but
this has already reduced to nonmaterial levels. The borrowers
affected are now predominantly performing. The commercial real
estate investments or developments that are or may see an impact
from the pandemic are mostly being financed with foreign investors'
capital or by foreign banks--about 90% of the commercial real
estate debt is from outside Poland--and therefore S&P does not
expect price corrections in the retail, office, or hotel
subsegments to meaningfully affect Polish banks.

The banking sector's key risk is still the mounting litigation
related to the FX-denominated legacy mortgage loans. Most of these
loans are denominated in Swiss francs (CHF). How much of the risk
materializes depends on the Supreme Court's decision, which is
expected in the next few months. The timing and concentration of
potential future costs is also important. The three main outcome
scenarios are presented in Table 1.

Table 1

Three Main Scenarios Related To Litigation Risks

Base-case

Banks are able to manage settlements with their clients. This will
meaningfully lower capital buffers for some banks, but
capitalization will remain sufficiently above the minimum
regulatory capital ratios.

Best-case

The costs continue to be moderate and well spread over time with no
material impact on the system or on individual banks.

Worst-case

Strong financial hit to the banking system, which endangers the
sector's stability. Some banks breach their minimum regulatory
capital ratios. This could occur, for example, if the FX-legacy
loans are annulled with no possibility of the sector gaining
meaningful compensating renumeration.

Source: S&P Global Ratings' own assumptions

The litigation risk scenarios in Table 1 could be exacerbated for
the legacy Swiss franc-denominated retail mortgage loans because
those are based on the floating LIBOR-CHF rate, plus a margin.
LIBOR-CHF will cease to exist from 2022. In S&P's view, all those
legacy mortgage loan agreements are unlikely to include a fallback
clause, suggesting that borrowers may be able to challenge
one-sided replacement of the rate with an alternative one by the
banks.

Decreasing lending growth may undermine banks' risk-adjusted
profitability, which is already under pressure. Recently, banks
have been able to partially offset declining lending margins by
lowering their funding and operational costs, diversifying their
asset mix, or by strengthening their lending growth. This trend may
reverse if new business significantly weakens, especially as there
might be no more room for additional cost savings. If demand for
loans during 2021-2022 proves to be tightly focused on residential
mortgage lending, it would put banks' earnings under further
pressure, given the historically low interest rates. The effect
would worsen if the sector is unable to sustainably compensate for
the drop in net interest income by increasing fees. We note some
possible pressures from the consumer protection authority that may
prevent banks from introducing additional charges. This could also
add to existing burdens on profitability, such as the
non-performance-related special tax on banks' total assets.

Capitalization of Polish banks remains solid and helps cushion
risks from FX-loans litigations, to some extent. The Polish banking
sector's regulatory Tier 1 ratio in early 2021 was strong at about
18%-19%, given the dividends stoppage. S&P assumes the largest
Polish banks will start to issue senior nonpreferred instruments,
possibly as soon as the second half of 2021, because their minimum
required eligible liabilities (MREL) requirements are gradually
approaching. This could, over time, increase the security buffers
for senior unsecured creditors, or the bank's depositors.

The Polish banks' high digitalization and sound operating
efficiency remains important to their ratings. The average
cost-to-income ratio was about 60%. Digitalization has helped
incumbent banks to defend their current market shares against new
entrants or sector disruptors (for example, online platforms) and
defend efficiency metrics. But in the longer term, banks may not be
able to fully buffer the trend of falling profitability, given that
interest rates are at their lowest level and their development path
remains uncertain.

mBank S.A.

S&P said, "We affirmed our rating on mBank and it still has a
negative outlook. We see a high risk that the litigation risks
related to the legacy Swiss franc mortgage loans could result in
materially higher costs for mBank than currently assumed, which
would bring our risk-adjusted capital (RAC) ratio for the bank
below 10% over the next 12 to 24 months." This may occur after the
Polish Supreme Court makes its decision and if it provides clearer
guidelines for the diverse individual proceedings that are ongoing
and address the validity of those loans.

The banks exposed to this risk are losing an increasing number of
the individual cases in court. This puts pressure on the affected
financial institutions to facilitate a wider, voluntary solution
that can be used with the clients. Thus, even in the absence of a
breakthrough decision by the Polish Supreme Court, the cost of
voluntary settlements could also depress our RAC ratio to below
10%. That said, S&P views a potential breach of regulatory minimum
capital requirements for mBank as remote.

S&P said, "In addition, we consider that the upcoming transition
from LIBOR-CHF to another market rate from 2022 is a potential
source of additional litigation risk for mBank because of their
legacy CHF mortgage loan clients. We assume that those contracts do
not include fallback clauses. Therefore, a general or one-sided
solution about the future floating rate could potentially be
appealed by the retail customers."

Outlook

S&P's negative outlook on mBank is based on its view that the risks
stemming from the CHF-legacy loans litigation costs could undermine
mBank's capitalization profile.

Downside scenario: S&P could lower the ratings on mBank if material
risks from litigation related to the Swiss franc-denominated loans
materialized or if mBank's asset quality deteriorates more than we
expect in the next two years, bringing its RAC ratio below 10%.

S&P's could also downgrade mBank if it perceived an increase in
industry risk for Poland's banking sector over the next 12-24
months.

Upside scenario: S&P could revise the outlook to stable in the next
two years if it perceived:

-- Receding risks to the stability of the banking system; and
mBank's capital buffer was likely to remain strong because
litigation costs for Swiss franc-denominated loans were limited or
well-distributed over time.

-- S&P could also revise the outlook to stable if we saw mBank as
likely to sustainably build up its additional loss-absorbing
capacity beyond our threshold of 5% of S&P Global Ratings'
risk-weighted assets over the next 24 months.

Alior Bank

S&P said, "We revised the outlook to stable from negative because
in our view our RAC ratio on the bank is less likely to drop below
7% from 7.9% at end-2020 in the next 12-24 months. Alior had been
notoriously underprovisioned against its risk profile, but we now
assume that its portfolio quality issues have been fully addressed
through increased coverage of the problem loans and by provisions
against consumer loans fixed-fee reimbursements.

"We expect the cost of risk to decrease toward 150-200 bps in
2021-2022, from the COVID-induced peak of about 300 bps in 2020. In
our view, risk costs and the forecast level of nonperforming loans
(about 16%) would still be twice the Polish market average. This is
reflected in our rating on Alior." Alior does not have any legacy
CHF-denominated loans, which could give it some competitive
advantage over the next 12 months and beyond. It will not suffer
financial losses related to those litigations.

Outlook

S&P said, "The stable outlook on Alior indicates that we forecast
organic lending growth in the next 12 months, with no material new
credit quality problems.

"The outlook also reflects our expectation that Alior will remain
moderately strategic to the Polish state-controlled insurance
group, PZU (A-/Stable/-) and will receive support from its
strategic investor if needed."

Downside scenario: S&P could lower the rating if the quality of the
loan portfolio unexpectedly worsens beyond its base-case scenario
or growth is aggressive and this causes Alior's RAC ratio to
deteriorate to below 7% in the next 12 to 24 months.

The rating could come under pressure if there is continued turnover
of top management, especially if this is accompanied by an unclear
business strategy, lack of earnings prospects, and an adverse
effect on the bank's franchise.

S&P could also lower the rating if it saw Alior's role for PZU
weaken over the next 12 months. This could result, for example,
from disinvestment plans.

Upside scenario: S&P said, "We do not expect to raise our rating on
Alior at this stage. We could upgrade Alior in the next 12 months
if we believed that its role for PZU had increased. Alternatively,
an upgrade could come from an upward revision of Alior's
stand-alone credit profile (SACP). This would require a
significantly higher build-up of capital, bringing our RAC ratio to
above 10%, and a sustainable improvement in asset quality metrics.
In addition, we would expect to see greater stability in the
management team and a clear strategy for the bank."

Bank Polska Kasa Opieki S.A.

S&P said, "We affirmed our rating on Bank Pekao, reflecting its
strong franchise as one of the Top 3 universal banks in Poland and
its strong capital buffer. The outlook remains stable. The bank's
exposure to legacy CHF loans is not material, in our view, and in
case of any unlikely adverse scenarios, the bank could benefit from
the support of its state-controlled strategic investor, PZU
Group."

Outlook

The stable outlook reflects that on Pekao's largest investor, PZU.
S&P expects the bank to remain a moderately strategic member of the
PZU group and to benefit from additional capital or risk transfers,
if needed.

Downside scenario: S&P could consider downgrading Pekao if it saw
at least two of the negative scenarios below occurring at the same
time:

-- An increase to banking sector risk in Poland over the next
12-24 months that could weigh on S&P's view of the bank's 'bbb+'
SACP;

-- A weakening of the bank's RAC ratio to below 10% from 13% as of
December 2020;

-- Worsening governance standards, for example, continued
reshuffles of the management board; and

-- A weakening of Pekao's strategic importance to PZU and
consequently a reduced likelihood of extraordinary support from the
parent.

Upside scenario: A positive rating action on Pekao in the next
12-24 months would require an upgrade of PZU and would be subject
to the bank's unchanged sound risk profile and capitalization.

Alternatively, S&P could also upgrade Pekao if it sees it as likely
to sustainably build its additional loss-absorbing capacity related
to MREL beyond its threshold of 5% of S&P Global Ratings'
risk-weighted assets in the next 24 months.

  BICRA Score Snapshot*

  Poland
                                   TO               FROM
  BICRA group                      4                 4
  Economic risk                    4                 4
  Economic resilience         High risk          High risk
  Economic imbalances         Low risk             Low risk
  Credit risk in the economy  Intermediate risk  Intermediate risk
  Trend                       Stable             Negative
  Industry risk                    5                 5
  Institutional framework     Intermediate risk  Intermediate risk
  Competitive dynamics        High risk          High risk
  Systemwide funding          Intermediate risk  Intermediate risk
  Trend                       Negative           Negative

Banking Industry Country Risk Assessment (BICRA) economic risk and
industry risk scores are on a scale from 1 (lowest risk) to 10
(highest risk).

  Ratings List

  RATINGS AFFIRMED  

  BANK POLSKA KASA OPIEKI S.A.
   Issuer Credit Rating              BBB+/Stable/A-2
   Resolution Counterparty Rating    A-/--/A-2

  MBANK

  Issuer Credit Rating               BBB/Negative/A-2
  Resolution Counterparty Rating     BBB+/--/A-2

  RATINGS AFFIRMED; OUTLOOK ACTION  
                                     TO             FROM
  ALIOR BANK S.A.
  
   Issuer Credit Rating              BB/Stable/B    BB/Negative/B




=============
R O M A N I A
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LIBRA INTERNET: Fitch Assigns 'BB-' LT IDR, Outlook Negative
------------------------------------------------------------
Fitch Ratings has assigned Libra Internet Bank S.A. (Libra) a
Long-Term Issuer Default Rating (IDR) of 'BB-', with a Negative
Outlook and Viability Rating (VR) of 'bb-'.

KEY RATING DRIVERS

IDRS AND VR

Libra's IDRs are driven by its standalone profile, as reflected in
its VR. The VR reflects Libra's small size and narrow franchise in
Romania, reasonable profitability and asset quality metrics,
adequate capitalisation and good funding and liquidity. It also
reflects significant industry and single name concentrations in the
bank's loan book, fast growth in recent years and business model
that has not been fully tested in a downturn.

The Negative Outlook reflects the downside risks to its credit
profile as a result of the Covid-19 pandemic. The uncertainty over
the depth of the damage to the Romanian economy drives Fitch's
negative outlooks on the operating environment, asset quality and
earnings and profitability scores. In Fitch's view, a potential
downgrade of the operating environment assessment would pose
further downside risks to the VR.

The bank has been growing quickly over the last several years, with
loan growth significantly outpacing sector average. During this
time, Libra has built a sizeable and much higher than its natural
market share exposure to real-estate financing (both commercial and
residential). At end-2020, this exposure accounted for almost two
times the bank's common equity Tier 1 (CET1) capital. The bank
plans more moderate loan growth in 2021 and 2022, given its fairly
cautious view on the real estate market.

Libra has solid asset quality metrics (Stage 3 loans ratio of 2.2%
and non-performing exposure (NPE) ratio of 1.6% at end-2020), which
compares well with the sector average NPE ratio (3.8%) and has been
largely stable in recent years. However, the weaker economic
environment has increased downside risks and Fitch expects impaired
loans to rise moderately in the short term. Specific coverage of
Stage 3 loans with loan loss allowances (LLA) was solid at 64%
(2019: 53%) and all LLAs coverage of Stage 3 loans was a high 160%
at end-2020 (2019: 66.7%).

The increase in the total coverage ratio was driven by large
migrations to Stage 2, increased coverage for these loans and
management overlays applied to LLAs for Stage 1 loans. Libra
reported a high share of loans under public repayment moratoria at
26% of gross loans at end-2020. A large part of these was
classified as Stage 2, which accounted for a high 23% of gross
loans at end-2020 (2019: 3%). From the beginning of 2021, when most
exposures exited moratoria, Libra has been gradually moving
exposures with resumed payments out of Stage 2. According to the
bank, this resulted in the Stage 2 ratio dropping to around 10% at
end-April 2021.

Fitch considers Libra's profitability metrics reasonable, with
operating profit-to-risk-weighted assets (RWAs) at slightly above
3% in 2019 and 2018. Weaker profitability in 2020 (operating
profit-to-risk-weighted assets of 1%) was predominantly driven by
increased loan impairment charges (LICs), of which a large part was
booked by applying conservative forward-looking assumptions in
provisioning models for performing loans and application of
management overlays. Margins have been relatively stable in recent
years and net interest income (about 83% of total revenue over the
last four years) growth was driven by increasing business volumes.

Fitch expects moderation of revenue growth in the coming years,
driven by margin pressures and slower loan growth. The bank's
pre-impairment operating profitability provides a moderate buffer
to absorb credit losses through the income statement. Libra's cost
efficiency (cost/assets: 2.8% in 2020) remains weaker than larger
peers due to limited economies of scale.

Fitch considers Libra's capital ratios as adequate for its risk
profile, in light of the bank's small size, sizeable loan book
concentrations amplifying quality risks and weakening internal
capital generation. The bank's CET1 ratio increased to 18.6% at
end-2020, from 17.9% at end-2019, but was below the sector average
of 21.2%. The improvement reflects some internal capital generation
in 2020, but also the benefit of the transitional arrangement used
by Libra, that allows it to add LICs booked on non-credit impaired
exposures back to regulatory CET1 capital. Excluding this benefit,
Libra's CET1 ratio would be around 17.2% at end-2020. The bank
expects this benefit to disappear from CET1 by end-1H21 and
transferred to profit and loss through releases of LICs. Assuming
no dividend distributions from 2021 profit, in line with Libra's
dividend policy, this transfer will be neutral for CET1. Capital
ratios are comfortably above regulatory requirements.

Libra is almost exclusively deposit-funded (99% of total funding at
end-2020), with customer deposits split 60%/40% between corporate
and retail, and comfortable loans-to-deposits ratio 75%. Available
liquidity is adequate with high-quality liquid assets equal to
around 18% of total assets and covering around 21% of customer
deposits at end-2020.

SUPPORT RATING AND SUPPORT RATING FLOOR

Libra's Support Rating Floor of 'No Floor' and Support Rating of
'5' express Fitch's opinion that potential sovereign support for
Libra cannot be relied on. This is because the EU's Bank Recovery
and Resolution Directive, which provides a framework for resolving
banks, is likely to require senior creditors to participate in
losses, if necessary, instead of or ahead of a bank receiving
sovereign support.

Fitch does not incorporate any potential support for Libra from its
private shareholders as in the agency's view, such support cannot
be relied upon in all circumstances.

RATING SENSITIVITIES

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

-- Fitch could revise the Outlook on Libra's IDR to Stable if its
    outlook for the Romanian operating environment stabilises and
    the bank maintains a stable financial profile.

-- An upgrade is unlikely in the short term. In the longer term,
    any upgrade would require an improvement in Libra's company
    profile (predominantly through material strengthening of the
    bank's franchise) while maintaining a sound financial profile.

SUPPORT RATING AND SUPPORT RATING FLOOR

-- An upgrade of the SR and upward revision of the SRF would
    require a higher propensity of sovereign support. While not
    impossible, this is highly unlikely in Fitch's view.

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

-- Libra's IDRs are sensitive to changes in the VR. The VR would
    likely be downgraded if the Romanian operating environment
    score was downgraded. The latter could be driven by a
    downgrade of the Romanian sovereign rating or if the economic
    recovery was not as swift as currently expected by Fitch,
    leading to a stronger than expected deterioration of Libra's
    asset quality or a protracted weakening in operating
    profitability (in particular if the operating profit/RWA ratio
    fell durably below 1.25%).

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

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.




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

CREDIT BANK OF MOSCOW: Fitch Alters Outlook on 'BB' IDRs to Stable
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Credit Bank of Moscow's
(CBM) Long-Term Issuer Default Ratings (IDRs) to Stable from
Negative and affirmed the IDRs at 'BB'.

The rating action follows the revision of the outlook on Russia's
operating environment score to stable from negative. The negative
implications from the pandemic on the Russian economy resulted in
an only moderate weakening of Russian banks' asset quality and
profitability in 2020. Fitch expects Russia's real GDP growth to
recover to 3.7% in 2021 after a 3.0% contraction in 2020 and this
should support sector performance in 2021.

The revision of the Outlook on CBM's IDRs also reflects the limited
impact of the economic downturn on the bank's asset quality and
profitability ratios, and CBM's stronger loss absorption capacity
since Fitch's previous review in September 2020. Fitch notes a
recovery in the bank's core pre-impairment performance in 2H20-1Q21
after a dip in 1H20, as well as strengthening of its core capital
through the secondary public offering (SPO) in 2Q21.

KEY RATING DRIVERS

IDRS, VIABILITY RATING (VR)

CBM's asset quality is supported by a large volume of low-risk
reverse repos (46% of total assets at end-1Q21) and liquid assets
of mainly investment-grade quality (16%), while credit risk mostly
stems from the bank's loan book (34%). The bank's impaired loans
(Stage 3 and purchased or originated credit-impaired) were 5% of
gross loans at end-1Q21 and were reasonably covered at 67% by
specific loan loss allowances (LLA). Stage 2 exposures were a
limited 2% of gross loans.

Stage 3 and Stage 2 loans largely overlap with Fitch's assessment
of the bank's high-risk assets. At end-1Q21, Fitch estimates that
CBM's net high-risk assets amounted to RUB58 billion (or 0.3x
common equity Tier 1 (CET1) capital), which is broadly unchanged
relative to end-2Q20.

The bank reported a recovery in its core pre-impairment performance
to a decent 3.6% of average gross loans in 2020-1Q21 from 2.5% in
1H20. This was mainly driven by an increase in business volumes,
which supported net interest and fee income. Fitch views the bank's
annual pre-impairment profit as a reasonable buffer that covers
about 60% of the high-risk assets.

Operating profit in 2020 was a good 1.9% of risk-weighted assets
(RWAs), despite higher loan impairment charges (LICs, 2% of average
gross loans). The operating results were stronger in 1Q21 (2.5% of
RWAs, annualised), supported by lower LICs (0.2% of average loans,
annualised) amid receded asset quality risks. However, Fitch notes
the significant dependence of the bank's profitability on its
concentrated repo business, which boosts annual operating profit by
0.6%-1.0% of RWAs.

The CET1 ratio was a moderate 11.7% at end-1Q21. Fitch estimates
the ratio at 13% post SPO in May 2021, which aims to support growth
in 2021-2022. The regulatory core Tier 1 capital ratio was a lower
8.9% at end-1Q21, due to higher loan provisioning in the local
accounts. CBM targets a 9% regulatory core Tier 1 ratio, which
provides only modest headroom over the mandatory fully loaded
minimum of 8%, especially in the context of high single borrower
and industry concentrations in CBM's corporate loan book. Fitch
views CBM's ability to absorb additional losses through capital as
limited. However, Fitch does not expect credit losses to make a
direct hit on capital due to a sufficient pre-impairment cushion
and only moderate amounts of residual high-risk assets.

Fitch's assessment of CBM's capitalisation considers significant
1.5x double-leverage at the level of the bank's holding company,
Concern Rossium, which also holds stakes in several non-bank
businesses. The holdco had around RUB100 billion of net debt at
end-1Q21 and is largely reliant on upstreaming of liquidity and
dividends to service it, potentially representing a significant
burden for CBM. Positively, the expected dividends upstream from
Rossium's non-bank subsidiaries in 2021 broadly cover the holdco's
interest payments for 2021. Furthermore, the bank's key
shareholders currently hold most of the holdco's debt, which
somewhat reduces risks, although the funding sources for these debt
purchases are unclear to Fitch.

The bank's total capital is bolstered by a large junior debt
cushion, including additional Tier 1 perpetual debt and Tier 2
subordinated debt, which together equal RUB146 billion, or 8.6% of
RWAs.

Liquidity risks are only moderate, despite high funding
concentrations. Lumpy funding in the form of direct repos and
certain large corporate deposits is matched with a large reverse
repo portfolio secured with quasi-sovereign bonds. About RUB730
billion of these bonds received under reverse repos are currently
unpledged and can be used to raise funding (equal to 41% of total
deposits), if needed.

Excluding reverse repos and dedicated funding, CBM's liquidity
buffer (comprising cash and equivalents, short-term interbank and
unencumbered on-balance-sheet securities repo-able with the central
bank) at end-1Q21 covered customer accounts by a decent 40%, while
contractual repayments of wholesale debt are low for the next few
years.

DEBT RATINGS

The ratings of senior unsecured debt issued through CBOM Finance
PLC (special-purpose vehicle; SPV) are aligned with the bank's 'BB'
IDRs.

CBM's Tier 2 subordinated debt (placed by the SPV) has been
affirmed at 'B+', two notches below the 'bb' VR, which is the
baseline notching for loss severity for these instruments.

CBM's perpetual notes (placed by the SPV) have been affirmed at
'B-'. The rating is four notches below the bank's VR, reflecting
the perpetual notes' deep subordination relative to senior
unsecured creditors, resulting in higher loss severity, and CBM's
option to cancel coupon payments at its discretion, resulting in
additional non-performance risk.

SUPPORT RATING AND SUPPORT RATING FLOOR

CBM's Support Rating Floor (SRF) of 'B+' reflects Fitch's view of a
moderate probability of state support to privately-owned banks in
Russia, as evidenced by bail-outs of senior unsecured creditors at
larger Russian privately-owned banks in the past and the absence of
senior creditors bail-in mechanism in Russian banking legislation.
CBM's 'B+' SRF also captures its only moderate systemic importance
(1.5% of system loans) and sizeable (in absolute terms) deposit
base.

RATING SENSITIVITIES

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

-- An upgrade would require a strengthening of the bank's
    franchise and business model, including a reduction in
    balance-sheet and revenue concentrations. A marked improvement
    in asset quality, higher core capital ratios and reduced risks
    stemming from double leverage at the holdco level would also
    be credit positive.

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

-- CBM's IDRs would be downgraded if there was a material asset
    quality deterioration resulting in core capital erosion. For
    example, Fitch may take this view if annualised LICs exceed
    3.5% of average gross loans in two to three consecutive semi
    annual reporting periods, which could translate into negative
    or close to negative operating performance, or if Fitch's
    assessment of the bank's net high-risk assets rises
    significantly above 0.5x CET1.

-- The debt ratings are primarily sensitive to changes in their
    respective anchor ratings.

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

CBM has an ESG Relevance Scores of '4' for Governance Structure and
Group Structure due to significant level of relationship-based
operations, a lack of transparency with respect to ownership
structure and significant double leverage at the level of the
bank's holdco. These considerations have a moderately negative
impact on the credit profile, and are relevant to the ratings in
conjunction with other factors.

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

LLC ROLF: Moody's Hikes CFR to Ba3, Outlook Stable
--------------------------------------------------
Moody's Investors Service has upgraded LLC ROLF's corporate family
rating to Ba3 from B1 and probability of default rating to Ba3-PD
from B1-PD. The outlook remains stable.

"We have upgraded ROLF's ratings based on our expectation that the
company will sustain its resilient operating and financial
performance through industry cycles, maintain robust credit metrics
and pursue a balanced financial policy," says Mikhail Shipilov, a
Vice President -- Senior Analyst at Moody's.

RATINGS RATIONALE

The upgrade of ROLF's ratings reflects (1) the company's strong
operating and financial performance stemming from its robust
business model and leading market position, (2) its track record of
resilience to adverse external events, (3) supportive market
momentum and (4) improvements in its credit metrics. Moody's
expects that ROLF will maintain leverage sustainably within the
threshold for its Ba3 rating and adhere to its balanced financial
policy and prudent development strategy, adequately sizing
shareholder distributions and capital spending needs. The rating
action also reflects somewhat subdued probability of risks related
to the criminal investigation against the company's former
directors materializing to the detriment to the company's
operations.

Industry conditions remain favourable despite the continuing
pandemic. Some consumers have sustained their income and
accumulated spare cash amid travel and recreational restrictions
which they use for large tangible purchases. At the same time,
disruption in the global supply chain leads to a shortage of new
cars. As a result, Russian car dealers are able to generate healthy
gross profitability on new car sales now, compared with structural
losses in the previous years. Demand for used cars is also strong.
However, the industry tailwinds are likely to fade off in 2022 as
the supply of new cars is restored and travel restrictions are
lifted.

The rating action factors in the company's number one market
position by revenue, its robust business profile and strong
operating execution. ROLF's diversified business - new car sales,
used car sales, car services and complementary financial services -
shields the company from the industry's volatility. The company
generates cash flow mainly from the less cyclical and more
profitable used car segment and service business, and from
high-margin complementary financial services, while its new car
sales were breakeven or even loss-making before the pandemic. ROLF
continues active development of its used car segment and has
embarked on sizeable investments in IT infrastructure to improve
operating efficiency and strengthen communication with customers.
In addition, the company operates in Moscow and Saint Petersburg,
the most affluent markets.

ROLF demonstrates strong financial performance. In 2020, the
company increased its revenue by 4% to RUB246 billion ($3.4
billion) and EBITDA by 67% to RUB16 billion, expanding its margin
to a high 6.5% from 4.1% in 2019 and 5.4% in 2018. Moody's expects
the company to increase its sales by around 30% and sustain high
profitability in 2021, generating a record EBITDA of around RUB20
billion, on the back of the strong market momentum. As industry
conditions stabilise later, revenue growth will slow down to a
single-digit in percentage terms and EBITDA margin will return to a
sustainable level of 4% in 2022-23, which will result in EBITDA of
around RUB15 billion a year.

Moody's expects ROLF to maintain its healthy credit metrics, with
debt/EBITDA of below 2.0x in 2021 and 2.0x-2.5x in 2022-23 and
EBIT/Interest expense of around 10.0x in 2021 and 5.0x in 2022-23.
The rating agency also expects the company to manage its leverage
and liquidity prudently, follow a cautious development strategy and
pursue its balanced financial policy, which somewhat mitigates a
risk of concentrated ownership. Sizeable shareholder distributions,
which weigh on ROLF's free cash flow, are likely to remain within
the expectations shaped by the financial policy which targets net
debt/EBITDA of 2.0x.

The rating factors in the protracted uncertainty over the direction
and impact of the criminal investigation into two former members of
ROLF's board of directors, one of whom is the company's founder,
and its former CEO (who resigned in 2017) over a potential breach
of currency-control legislation that the Investigative Committee of
Russia opened in June 2019. However, the investigation has not
resulted in any material adverse effect on the company over the
last two years. Moody's also understands that the process of the
sale of the company, which started in November 2019 and added to
uncertainty regarding the evolution of ROLF's credit profile, has
been abolished and the owner plans to retain control over the
company.

ROLF's liquidity is adequate. It is internal cash sources,
consisting of cash balance and projected operating cash flow, are
sufficient to meet debt maturities and capital spending needs
through the end of Q3 2022. However, the company will need to rely
on its available credit lines to fund M&A transaction, if such to
happen.

The rating also reflects the company's (1) leading position in the
automotive market in Russia, strong and diversified brand
portfolio, and a comprehensive product offering; (2) continuing
focus on efficiency improvements and cost controls; and (3)
rouble-denominated debt and diversified pool of lending banks. At
the same time, the rating takes into account ROLF's (1) exposure to
the highly volatile Russian car market; (2) relatively small size
compared with its rated global peers; (3) lack of geographical
diversification across Russian regions; and (4) exposure to
Russia's less-developed regulatory, political and legal framework.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Moody's regards the pandemic as a social risk under its
Environmental, Social and Governance framework, given the
substantial implications for public health and safety. However, the
pandemic and social distancing measures did not affect materially
the company's operating performance.

Governance considerations include ROLF's concentrated private
ownership structure, which creates a risk of rapid changes in the
company's strategy, financial policies and development plans.
However, the owner's track record of a prudent approach towards the
company partially mitigates governance risks. In addition, the
company increased recently its board of directors to five members
from three, with majority being independent, and established an
audit committee. ROLF also improved its financial disclosures,
starting to publish semiannual financial reports and quarterly
highlight notes.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will sustain its robust operating and financial performance as well
as its leading market position. The outlook also assumes that
ROLF's debt/EBITDA will remain at 2.5x or below on a sustainable
basis and the company will pursue its prudent development strategy
and balanced financial policy, appropriately sizing shareholder
distributions.

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

Moody's does not anticipate a positive pressure on the rating to
develop over the next 12-24 months. Over time, the rating agency
could consider an upgrade if the criminal investigation were
concluded and closed, without any material adverse effect on ROLF's
credit profile, provided the company were to (1) reduce its
Moody's-adjusted gross debt/EBITDA to below 2.0x on a sustainable
basis, (2) sustain its market position, revenue growth and adequate
profitability, (3) strengthen liquidity, and (4) continue to pursue
its balanced financial policy.

Moody's could downgrade the rating if ROLF's (1) Moody's-adjusted
total debt/EBITDA were to rise above 3.0x on a sustained basis,
including as a result of weakening environment in the Russian
automotive market or the company's more aggressive development
strategy and financial policies; or (2) liquidity were to
deteriorate materially. Moody's could also downgrade the rating if
the investigation were to lead to a material financial loss or
deterioration in the company's liquidity, operating performance and
credit metrics.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

ROLF is the largest retailer of foreign-branded cars in Russia,
including mass brands and premium market brands. The company
operates 59 showrooms in Moscow and Saint Petersburg. In 2020, ROLF
generated RUB246 billion in revenue and RUB16 billion in adjusted
EBITDA. The company is ultimately controlled by a trust acting in
the interest of the Petrov family.




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

TEB FINANSMAN: Fitch Affirms 'B+' Foreign Currency IDR
------------------------------------------------------
Fitch Ratings has affirmed TEB Finansman A.S.'s (TEB Cetelem)
Long-Term Foreign-Currency Issuer Default Rating (LTFC IDR) at 'B+'
with the Stable Outlook.

The ratings reflect the high propensity of TEB Cetelem's ultimate
parent BNP Paribas S.A. (BNPP, A+/Negative) to provide support in
case of need, given the subsidiary's strategic importance,
ownership, integration and role within the group.

KEY RATING DRIVERS

IDRs and NATIONAL RATING

TEB Cetelem's IDRs are driven by potential support from BNPP. In
Fitch's view, BNPP's propensity to support TEB Cetelem, is closely
aligned with that of supporting sister bank, TEB Bank. This is
based on common brand association between the two and significant
reputational damage in the event of a subsidiary default,
notwithstanding differences in their respective legal structures.
The Stable Outlook on TEB Cetelem's Long-Term IDRs is aligned with
that on TEB Bank, and mirrors that on the Turkish sovereign.

TEB Cetelem is the fourth-largest player in the Turkish vehicle
financing sector with an 8.2% market share. Despite reduced
business activity in 2Q20 due to the outbreak of the pandemic,
business activity picked up in 2H20. A 61% increase in underwriting
was driven by postponed demand from 2019 and attractive incentive
packages offering attractive loan rates.

TEB Cetelem's loan book is fully Turkish lira-denominated.
Regulatory forbearance (loosening of the impairment recognition)
and non-performing loan sale (TRY24 million) helped lower the
impairment ratio to 1.3% as of end-2020 (2019: 4.3%). In terms of
earning, TEB Cetelem's 2020 performance was affected by the net
interest margin narrowing, resulting in the return on average
assets decreasing to 1.3% (from 1.9% a year before), which leaves a
reasonable cushion against potential deterioration of asset quality
and increase in impairment costs.

The affirmation of TEB's National Rating with a Stable Outlook
reflects Fitch's view that the company's creditworthiness in local
currency relative to other Turkish issuers is unchanged.

RATING SENSITIVITIES

LTFC IDR

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

-- The LTFC IDR is primarily sensitive to Fitch's view of
    government intervention risk in the financial sector. The
    rating could be downgraded if Fitch assesses this risk as
    having increased across the financial sector. The rating is
    also sensitive to a downgrade in the Turkish sovereign rating.

-- A significantly reduced propensity to support by BNPP, for
    example, as a result of government intervention, could trigger
    a downgrade. While not expected by Fitch, weaker support from
    BNPP, for example, as a result of divesture or diminishing
    importance of the Turkish market could be negative for the
    ratings.

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

-- An upgrade Turkey's Long-Term IDRs or revision of its Outlook
    to Positive would likely lead to similar action on TEB's Long
    Term IDRs. A material improvement in Turkey's external
    finances or a marked increase in its net FX reserves position,
    resulting in a reduction in Fitch's view of government
    intervention risk in the banking sector, could lead to an
    upgrade of the company's LTFC IDR to the level of Turkey's
    LTFC IDR. However, given Turkey's large external
    vulnerabilities and very weak net FX reserves position, this
    would take time, in Fitch's view.

LONG-TERM LOCAL-CURRENCY IDR and NATIONAL RATING

-- The Long-Term Local-Currency IDR is sensitive to changes in
    Turkey's Country Ceiling (BB-).

-- The National Rating is sensitive to changes in TEB Cetelem's
    Long-Term Local-Currency IDR and changes in the company's
    creditworthiness relative to other Turkish issuers.

BEST/WORST CASE RATING SCENARIO

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The ratings reflect the high propensity of TEB Cetelem's ultimate
parent, BNPP to provide support in case of need. The Long-Term
Local-Currency IDR is sensitive to changes in Turkey's Country
Ceiling.

ESG CONSIDERATIONS

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


TURKIYE SISE: Fitch Affirms 'BB-' LT IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed Turkiye Sise ve Cam Fabrikalari A.S.'s
(Sisecam) Long-Term Issuer Default Rating (IDR) and senior
unsecured ratings at 'BB-'. The Outlook on the IDR is Stable.

The affirmation reflects Sisecam's stable business risk profile and
solid capital structure, which Fitch believes will remain
commensurate with the rating in the medium term. Despite Fitch's
expectations of negative free cash flow (FCF) between 2021 and
2023, Fitch forecasts average funds from operations (FFO) gross
leverage of 2.4x between 2021 and 2024, which maps to the 'bbb'
rating category under the Building Products Navigator. Sisecam's
negative FCF is mainly driven by high capex and investment in its
new US soda ash JV, which Fitch believes will increase
diversification away from emerging geographies.

The ratings remain constrained by Turkey's Country Ceiling of
'BB-'. Fitch notes that Sisecam's underlying standalone rating is
weakening due to the coronavirus crisis, but is higher than the
Turkish Country Ceiling. Fitch assesses Sisecam's Standalone Credit
Profile unchanged at 'bb+'.

KEY RATING DRIVERS

Limited Pandemic Impact: Despite the pandemic's impact on
construction and auto sectors, Sisecam's EBITDA margins remained
solid at end 2020, around 21% of revenues. Fitch continues to
forecast slower demand from the auto glass segment, and increasing
price pressure from raw materials in 2021 and 2022. Nevertheless,
Fitch expects Sisecam to maintain FFO margins above 17% in the next
four years, which maps against 'a' rating median in Fitch's
navigator, and is strong compared with higher rated peers.

Cost Pressures: Similar to peers, Fitch expects cost pressures to
increase in the medium term as soda ash prices continue to
increase. Fitch believes this will be compounded for Sisecam as
local energy prices in Turkey will jump in line with Turkish lira
depreciation. Historically, Sisecam has generally been able to pass
through price increases to end-customers; and as shown by YE20
results, management's successful cost control programme has also
supported profitability. The cost increases are embedded in Fitch's
forecast assumptions and Fitch's expectations of an EBITDA margin
of 21%-22% over the next four years.

Negative FCF Expectations: Fitch forecasts that Sisecam's FCF will
turn negative in 2021 driven by continuous investments and
increased working capital requirements for the year. Fitch expects
capex to increase slightly in the short term due to investments in
Hungary, and expect that it will remain around 10-13% of revenues,
mirroring the capital-intensive nature of Sisecam's business.
However, Sisecam's leverage metrics and capital structure remain
solid, with FFO gross leverage around 2.5x. This is commensurate
with investment grade medians and higher rated peers.

Fitch also assumes that Sisecam's maintenance capex will remain
around TRY500 million per year, and believes that the company's
substantial expansionary capex plans could be partially postponed
under a severe economic downturn.

US Expansion Plans: Despite delays driven by the pandemic, Sisecam
is continuing investments in the US with its JV partner Ciner to
build a soda ash plant in Wyoming. This is in line with its
geographic diversification plans, which have historically been a
rating constraint. Once the greenfield investment is completed,
Fitch expects it to improve diversification and profitability
margins. However, the investment currently falls beyond Fitch's
forecast period of four years and has no impact on the ratings.

Strong End-Market Diversification: Sisecam supplies products to a
variety of end-markets that are affected by different macro drivers
cyclicality. The product diversification reduces volatility in
revenue and profitability margins. Sisecam has exposure to both
cyclical (autos/construction/white goods) and defensive sectors
(food & beverage/consumer goods). The diversification allows the
group to reduce earnings volatility and optimise capital allocation
by moving cash from cash-generative businesses into other divisions
where capex needs are higher.

However, Fitch views Sisecam's geographic diversification as weaker
than its investment grade peers such as Saint-Gobain (BBB/Stable).
This is expected to change following the US investment, but this is
beyond Fitch's current rating case forecasts.

Limited FX Exposure: FX exposure on Sisecam's balance sheet is
limited, but the company's income statement has moderate exposure
to FX movements. Fitch believes that this risk is mitigated by
increasing export revenue, international sales, hard currency cash
balances and derivatives. Fitch forecasts that Sisecam's income
statement and leverage metrics could be modestly affected by the
current weaker Turkish lira rates. However, leverage metrics should
remain commensurate with the ratings.

Standalone Assessment: In applying its Parent and Subsidiary Rating
methodology Fitch concluded that the legal, operational and
strategic ties between Sisecam and owner Turkiye Is Bankasi A.S.
(B+/Negative) are weak enough to rate Sisecam on a standalone
basis. This reflects Fitch's general approach towards Turkish banks
and their industrial subsidiaries.

DERIVATION SUMMARY

Sisecam has a strong financial profile, comparable with higher
rated peers such as Compagnie de Saint-Gobain (SGO; BBB/Stable),
Arcelik (BB+/ Stable) and significantly better than lower rated
peers such as Hestiafloor 2 (B+/Negative). Fitch expects Sisecam to
maintain average FFO net leverage of 1.95x in 2021 and 2022
compared with 2.1x, 1.8x and 7.0x for SGO, Arcelik and Hestiafloor
2, respectively.

Sisecam also has a higher FFO margin than its peers thanks to its
low cost base and leading position in its core markets (Turkey,
Russia and Eastern Europe). Sisecam recorded a FFO margin of 17.5%
in 2020, compared with 7.5% for SGO, Arcelik 11.7%, and 11% Ardagh
Group S.A. (B+/Stable).

In Fitch's view, Sisecam has a healthy geographical diversification
and exposure to several industries such as construction, auto, and
healthcare. However, the company is still significantly smaller in
size than higher rated peers and generates the majority of its
revenue from emerging markets; notably Turkey.

KEY ASSUMPTIONS

-- Average growth of 12% per year in revenues between 2021 and
    2024;

-- EBITDA margin of 21% in 2021 and improving to reach 22.4% by
    2024;

-- Capex of TRY12.2 billion between 2021 and 2024; excluding US
    soda ash JV investment;

-- Dividend payout of 20% of net profit between 2021 and 2024.

RATING SENSITIVITIES

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

-- Fitch does not expect the ratings to be upgraded while they
    are constrained by Turkey's Country Ceiling.

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

-- A lowering of Turkey's Country Ceiling.

-- FFO margin below 10% (2020: 17.6%).

-- FFO net leverage above 3.5x on a sustained basis.

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: As of end-2020, Sisecam had TRY8,929 million of
cash available, after restricting TRY426 million to account for
intra-year working capital swings. Available cash is sufficient to
cover Fitch's forecast negative FCF for 2021 of around TRY1,890
million and debt maturities of TRY4,570 million.

Fitch forecasts that Sisecam will have a liquidity score of 1.5x in
2021, which is adequate for the rating. Similar to other Turkish
blue chip companies, liquidity is undermined by the absence of
committed revolving credit facilities (RCF) and the high dependency
on the short-term funding compared with international peers.

Liquidity risk is mitigated by Sisecam's available uncommitted bank
lines with Turkish banks of USD1.5 billion. Sisecam is considered a
national blue chip entity with strong bank relations. Fitch
considers that these lines would remain available in a stress
scenario.

ISSUER PROFILE

Sisecam is the second-largest glassware producer globally, and the
fifth-largest manufacturer of flat glass and glass packaging. The
company is Europe's leading flat glass supplier, fourth-largest
soda ash producer in Europe, and eighth-largest in global terms.
Sisecam is also a global leader in chromium chemicals.

ESG CONSIDERATIONS

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




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

BH PRECISION: SFP Completes Sale of Business, 14 Jobs Saved
-----------------------------------------------------------
Barney Cotton at Business Leader reports that nationwide insolvency
practitioner SFP has successfully completed the sale of
West-Sussex-based high precision machining, fabrication, welding,
and engineering services business BH Precision Limited, after the
company was placed into administration.

All 14 employees' positions will be safeguarded as a result,
Business Leader discloses.

BH Precision was incorporated in July 2016 after the acquisition of
plant and machinery, stock and client contracts from a predecessor.
Its Burgess Hill premises houses production facilities and office
space to enable the manufacture and delivery of high-quality
components and CNC Milling to the oil and gas, drilling, sub-aqua
telecommunications, automotive, construction and audio industries.
Its extensive experience covers materials ranging from plastics to
exotic metals, and finishing processes such as plating, anodizing
and sherardizing.

During 2018, the company lost a major customer which reduced its
turnover by almost a quarter creating financial difficulties and
the accumulation of creditor arrears, Business Leader relates.  BH
Precision subsequently entered into a Company Voluntary Arrangement
(CVA) in November 2019, Business Leader recounts.

Unfortunately, the company found itself in further arrears due to a
loss of trade as a result of COVID, and while the terms of the CVA
were honored until January 2021, the Company become unviable a
short while afterwards, Business Leader notes.

David Kemp and Richard Hunt, of SFP, were appointed as Joint
Administrators on June 8, 2021, Business Leader relays.

According to Business Leader, following a period of marketing, the
Joint Administrators subsequently achieved a sale of the business
and assets to a new business, BH Precision Engineering Limited, on
June 17, 2021, retaining the entirety of the workforce, as well as
the area's specialist engineering and manufacturing expertise.


HENRY W POLLARD: Halts Trading, Goes Into Liquidation
-----------------------------------------------------
Business Sale reports that Henry W Pollard and Sons Ltd, a
161-year-old construction firm, has announced that it has ceased
trading and is preparing to go into liquidation.

According to Business Sale, the company has revealed that it has
stopped work on all its sites across the South West.  It was
reportedly in profit before the coronavirus pandemic, boasting
revenue of GBP24.1 million in its recent accounts, Business Sale
discloses.  However, the administration of an important client in
2019 reportedly left the company more than GBP700,000 out of
pocket, Business Sale notes.

As a result, the firm's most recently filed accounts for the year
ending March 31, 2020, showed the company owed its creditors GBP5.4
million, Business Sale states.

After the company ceased trading this week, advisors from
accountants PKF Francis Clark emailed suppliers and stakeholders to
confirm that the company had ceased trading, Business Sale relates.


Commenting on the news, Lucinda Coleman, partner and head of
business recovery at PKF Francis Clark, stated that the advisors
would begin looking into the company's options for the future,
according to Business Sale.


HURRICANE BIDCO: Fitch Affirms 'B' LT IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Hurricane Bidco Limited's (Paymentsense)
Long-Term Issuer Default Rating (IDR) at 'B' with Stable Outlook.

Paymentsense's performance for the financial year ended March 2021
was below Fitch's expectations, with deleveraging delayed  by
approximately one year as a result of the pandemic reducing revenue
growth and additional growth investments affecting profitability.
Fitch expects additional operational investments to support the
company's high revenue growth in FY22 and FY23, but heighten
execution risks as the pace of EBITDA growth is unclear.

The IDR is constrained by the company's small scale, limited
geographic and value-chain diversification and a high 10.1x funds
from operations (FFO) gross leverage as of FYE21. However, the
company should deleverage through EBITDA growth over the next 18
months, which will be crucial to maintaining the current 'B'
rating. Fitch expects FFO gross leverage decreasing to 4.9x by
FYE23 in Fitch's base case assuming no further major lockdowns in
the UK.

The IDR takes into account a recurring cash-generative business
model, a diversified SME customer base and supportive industry
dynamics as consumers continue to shift from cash to card
payments.

KEY RATING DRIVERS

FY21 Operating Under-Performance: Paymentsense's FY21 revenues
increased 7.5% versus Fitch's estimate of 11.4%, mainly as a result
of the pandemic. EBITDA margin was 32.2% versus Fitch's estimate of
36.5% due to additional investments in scaling up the business to
support future growth and to increase market share. Fitch believes
the company retains strong growth potential with an expected
revenue growth of around 32% in FY22, as the pandemic eases and
card turnover returns to pre-lockdown levels as seen in 1QFY22.
Fitch expects EBITDA margin to decline further to 28% in FY22
before improving to 36% in FY23 and 41% in FY24 on increasing
revenue and a stabilising cost base.

Execution Risks, Deleveraging Delayed: Paymentsense's FFO gross
leverage rose to 10.1x as of FYE21 due to pandemic-driven pressures
and increased growth investments. Fitch expects leverage at FYE22
to remain high at 8.1x versus Fitch's previous expectation of 5.2x.
However, Paymentsense maintains good capacity for organic
deleveraging with leverage expected to decrease to 4.9x by FYE23 in
Fitch's base case. This is driven by EBITDA growth with decreasing
capex intensity also helping to improve FCF. Fitch assumes no
dividend payments or PIK loan repayments. The growth investments
increase the company's fixed costs, increasing execution risks as
they delay EBITDA growth and deleveraging.

Electronic Payments Shift Supports Growth: Paymentsense is
well-positioned to benefit from the trend of cash-to-card migration
with the pandemic accelerating the decline in cash usage. Cash
payments in the UK declined to around 17% of total payments in 2020
from around 56% in 2010, with card payments surpassing cash in
2017. According to Worldpay, cash usage was approximately 13% in
the point-of-sale (POS) mix in 2020. Fitch believes that the shift
to card/electronic forms of payment will continue to support
revenue for card payment enablers and merchant acquirers such as
Paymentsense, which provide essential technology in the payment
infrastructure.

Small Scale: Paymentsense's limited geographic and value-chain
diversification is underlined by a focus on the SME segment, and on
the UK and Ireland (where the company is the third-largest merchant
service provider). Paymentsense had been growing rapidly
pre-pandemic, successfully gaining market share, but with a card
turnover of around GBP11 billion its FY21 EBITDA of GBP35 million
remains small.

Improving Diversification: In 2020 Paymentsense launched its
merchant service provider and acquirer Dojo, marking an important
step towards value-chain diversification. It is now able to capture
the acquiring/processing margin as well as offer additional
products (e.g., instant settlement, faster reporting). The latter
could help reduce the company's churn rate. Fitch expects the
launch of this new product to support the company's fast growth in
the short- to-medium term. However, potential competitive response
could constrain the company's growth in the long term.

Resilient in Competitive Market: Paymentsense operates in a
fragmented and competitive market with competition coming from
incumbents and fintech companies as the market offers attractive
yields. However, it retains its number three position based on the
number of customers. Underpinned by independent payment
consultants, collaboration/integration with independent software
vendors and value-added resellers, its customer acquisition
strategy allows Paymentsense to economically win lifetime value
(LTV) customers with an attractive LTV/CAC (customer acquisition
cost) multiple. However, some execution risks remain in its
ambition to rapidly increase its market share and profitability.

Cash-Generative Business: More than 80% of Paymentsense's revenues
are recurring, which provides high cash flow visibility. Fitch
expects the company to generate low double-digit free cash flow
(FCF) margins in FY24-FY26 in Fitch's medium-growth base case. Its
strong FCF profile is supported by moderate non-discretionary capex
and low working-capital requirements.

Long-term Disintermediation Risk: New payment technologies employed
by other participants in the payment ecosystem are a long-term
threat to disintermediate the current payment infrastructure
dominated by Visa and Mastercard. However, the decision by tech
giants and mobile pay companies such as Google and Apple to
collaborate with payment networks and merchant acquirers rather
than try and develop a proprietary system mitigates this risk in
the next five years.

DERIVATION SUMMARY

Paymentsense has a weaker operating profile than its European peers
Nets Topco Lux 3 Sarl (B+/RWP) and Nexi S.p.A. (BB-/RWP), which
both hold leading positions in their markets. Nets is a market
leader in the Nordic payment industry with a full-service offering
across the entire payment value chain. Nexi is a leading merchant
acquirer and payment processer in the less mature Italian market.
Post-merger with Nets, Nexi will be one of the leading non-bank
payment technology operators in Europe.

Paymentsense's lower rating reflects the company's smaller scale,
weaker market positions, limited geographic and value-chain
diversification compared with those of its peers. This is partly
mitigated by the company's strong growth prospects, a similar cash
flow-generative business model and a better deleveraging profile.

Compared with US peer Square, Inc. (BB/Stable) which is one of the
market leaders in small business POS hardware-software solutions
and in peer-to-peer payments and crypto trading, Paymentsense has
higher EBITDA margins, plus a similar record of strong growth and
deleveraging profile. However, Square has a stronger market
presence, better financial flexibility, and larger scale with
higher product diversification.

KEY ASSUMPTIONS

-- Customer CAGR of 12% over the next five years;

-- Card turnover to increase above customer growth, reflecting an
    increasing focus on the higher-end of SMEs and cash-to-card
    transition;

-- Service revenue to decline in FY22 following the adoption of
    lower-cost P2PE (point-to-point encryption) compared with the
    currently implemented PCI (payment card industry data security
    standard);

-- Excluding terminal revenue, underlying revenue to increase 29%
    and 25% in FY22 and FY23, respectively, supported by economic
    recovery and cash-to-card transition;

-- Terminal revenue to rise 53% and 58% in FY22 and FY23,
    respectively, reflecting an agreement to bring the terminal
    portfolio in-house;

-- EBITDA margin to decline to 28% in FY22 due to additional
    investments in future growth and to increase market share.
    Improving revenue and a stabilising cost base to support
    higher EBITDA margin of 36% and 41% in FY23 and FY24,
    respectively;

-- Change in working capital at 2.4% of revenue over the next
    four years;

-- Capex at 18% of revenue in FY22, followed by around 12%-15% in
    FY23-FY25;

-- No dividends assumed for the next five years.

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that Paymentsense would be
    considered as a going concern in a bankruptcy and that it
    would be reorganised rather than liquidated. Fitc has assumed
    a 10% administrative claim in the recovery analysis.

-- The analysis assumes a post-restructuring EBITDA of GBP40
    million, which is 38% below Fitch-forecast FY23 EBITDA.

-- For Fitch's recovery analysis, Fitch applies a post
    restructuring enterprise value (EV)/EBITDA multiple of 6.0x.
    This leads to an approximately 64% recovery of the company's
    senior secured notes, based on total senior debt of GBP320
    million and a fully drawn GBP15 million revolving credit
    facility (RCF).

-- PIK loan of GBP90 million is treated as equity.

RATING SENSITIVITIES

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

-- Successful execution of the business plan with an increasing
    market share leading to continued revenue growth, in a stable
    competitive and regulatory environment.

-- FFO gross leverage sustainably below 5.5x.

-- A sizable sustainable increase in FCF with double-digit FCF
    margins.

-- FFO interest coverage sustainably above 3x.

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

-- Loss of market share due to intensified competition, leading
    to lower revenue growth and EBITDA margin and weakening FCF.

-- Lack of deleveraging progress during FY22, with FFO gross
    leverage remaining above 7.0x during FY23.

-- FFO interest coverage sustainably below 2x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Paymentsense had GBP68 million of cash and
cash-equivalents and an undrawn RCF of GBP15 million at FYE21.
Fitch expects positive FCF generation starting from FY23 on the
back of improving revenue and profitability and decreasing capex
intensity. The company has no major maturities until 2025.

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.


KOOVS: Shareholders Mull Suit to Remove FRP as Administrator
------------------------------------------------------------
Kate Beioley and Michael O'Dwyer at The Financial Times report that
shareholders in collapsed fashion retailer Koovs have threatened
legal action to remove FRP Advisory as administrator over
allegations the restructuring group arranged the sale of the
business to its former directors at a substantial discount to its
value.

In a letter to FRP seen by the FT, lawyers for four Koovs investors
demanded an investigation into potential breaches of the firm's
duties in relation to a GBP3 million deal that handed the company's
assets to founder and chair Lord Waheed Alli and wiped out their
stakes.

Koovs, nicknamed the "Asos of India", floated on London's Aim
market in 2014 with a value of GBP36 million but never made a
profit, the FT notes.  This had fallen to about GBP12 million when
its shares were suspended in December 2019, on the same day that
administrators were appointed and the business was sold to Alli's
company SGIK 3 Investments, the FT relates.

The prepack administration was announced after another Indian
retailer, Future Lifestyle Fashion, failed to provide GBP6.5
million in promised investment leaving Koovs unable to stay afloat,
the FT recounts.

On behalf of Koovs investors -- Jamie Adlam, Neil Fallon, Jane
Peretti and Kush Rattan -- lawyers at Locke Lord claimed the
company was sold at a "substantial undervalue" and the value of
their clients' stakes were "effectively reduced to zero" as a
result, the FT states.  They requested to see the valuation FRP
obtained and asked whether the business was marketed to bidders
other than SGIK 3 Investments and whether the administrators
breached their duties, according to the FT.  They also demanded
that FRP consider whether it should resign in order to avoid a
conflict of interest in any investigation, the FT notes.

According to the FT, in response to the lawyers' claims, a person
briefed on FRP's decision-making regarding the administration and
sale said SGIK was the only bidder for the company meaning the only
alternative would have been to shut down the business with no value
recovered.

FRP "was involved at key stages in advising [Koovs] and its board"
before it filed for administration and announced the deal to sell
its assets to SGIK 3 Investments, lawyers at Locke Lord said in the
letter to FRP administrators Geoff Rowley and Jason Baker, the FT
relates.

According to the FT, FRP said: "Throughout the administration
process the joint administrators have fulfilled their statutory
duties and acted in accordance with all relevant professional
standards.  In securing a sale of the business and assets of Koovs
PLC, the joint administrators ensured the best outcome for
creditors."


LUTON AIRPORT: Luton Borough Council to Loan Further GBP119 Mil.
----------------------------------------------------------------
BBC News reports that a council is to loan a further GBP119 million
to the airport it owns to help it recover from the coronavirus
pandemic.

Labour-run Luton Borough Council agreed on the support package for
London Luton Airport Ltd at a meeting on June 28, BBC relates.

According to BBC, Andy Malcolm, portfolio holder for finance, said
if the loans were not agreed the council would have to "sell its
most valuable asset".

The total loaned to the airport now stood at GBP507 million,
including GBP124 million "in response to the pandemic", BBC
discloses.

The Liberal Democrat opposition leader David Franks has claimed the
airport has been given "sacred cow status", BBC notes.

The council's Executive Committee agreed to the loan totalling
GBP119 million, plus a contingency of GBP20 million, which the
authority said took "the total current package of loans available
from the council to LLAL [London Luton Airport Ltd] to GBP507
million", BBC recounts.

Labour said the funds would be borrowed on behalf of LLAL, of which
the council is the sole shareholder, and would be used to
"stabilize" the company and fund infrastructure projects such as a
new business centre, according to BBC.


WYELANDS BANK: "Extremely Unlikely" to Find Buyer, CEO Says
-----------------------------------------------------------
Nicholas Megaw and Michael O'Dwyer at The Financial Times report
that Wyelands Bank, the lender owned by under-pressure metals
magnate Sanjeev Gupta, is "extremely unlikely" to find a buyer
after Gupta refused to inject more cash into the business,
according to its chief executive.

According to the FT, Stephen Rose told MPs on the business, energy
and industrial strategy committee on June 29 that the bank was in
discussions with potential buyers to acquire some of Wyelands'
intangible assets and employees, but said: "I don't think the legal
entity of the bank will have a future."

Mr. Rose, who joined Wyelands as deputy chief executive in 2019 and
took over as CEO last November, said there had been "deficiencies"
in the way the bank's previous management team assessed how
different borrowers were connected to each other and to its owner,
the FT relates.

At its peak, Wyelands gathered more than GBP700 million in deposits
from British savers, which was mainly lent to companies that had
links to GFG Alliance, Mr. Gupta's loose collection of family-owned
businesses, the FT discloses.  The biggest backer of companies in
the alliance was the collapsed Greensill Capital, the FT notes.

Problems at many of the borrowers led Wyelands to start winding
down its balance sheet early in 2020, and in March this year the
Bank of England ordered it to immediately return cash to all its
savers, the FT relays.

According to the FT, Mr. Rose said the bank had already been in the
process of repaying savers as their accounts reached maturity, but
the BoE's Prudential Regulation Authority pushed for a faster
solution due to concerns about potential "contagion" from the
collapse of Greensill.

Wyelands said last month that Mr. Gupta had refused to invest more
money in the bank to fund a new strategy, the FT recounts.  Mr.
Rose, as cited by the FT, said on June 29 that in the wake of
Greensill's collapse, Mr. Gupta had "much higher priorities  .
  .  .  than providing additional funds to relaunch the
bank", and highlighted the thousands of jobs at stake across
Gupta's steel businesses.



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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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.

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