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

                          E U R O P E

          Friday, July 2, 2021, Vol. 22, No. 126

                           Headlines



B E L G I U M

ONTEX GROUP: Moody's Rates New EUR580MM Sr. Unsecured Notes 'B1'
ONTEX GROUP: S&P Affirms 'BB-' ICR Following Proposed Refinancing


F R A N C E

ELIOR GROUP: Moody's Gives Ba3 Rating on New Sr. Unsecured Notes
ELIOR GROUP: S&P Affirms 'BB-' ICR on Refinancing, Outlook Neg.
GGE BCO 1: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
ODYSSEE INVESTMENT: Moody's Gives FirstTime B2 Corp. Family Rating
SPIE SA: Moody's Withdraws Ba3 Corporate Family Rating

STELLAGROUP: Moody's Affirms B2 CFR, Outlook Positive


G E R M A N Y

AENOVA HOLDING: S&P Alters Outlook to Positive & Affirms 'B-' ICR
TELE COLUMBUS: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable


I R E L A N D

ARBOUR CLO VII: Fitch Affirms B- Rating on Class F Notes
BRIDGEPOINT CLO 2: Moody's Assigns B3 Rating to EUR10.5MM F Notes
BRIDGEPOINT CLO 2: S&P Assigns B- Rating on Class F Notes
CAIRN CLO X: Moody's Affirms B2 Rating on EUR10.6MM Class F Notes
CVC CORDATUS XIV: Fitch Assigns Final B- Rating on Class F Notes

DRYDEN 66 EURO: Fitch Affirms B- Rating on Class F Notes
HARVEST CLO XIV: Fitch Affirms B+ Rating on Class F Debt
PERIOD DOOR: May Face Liquidation, Owes More Than EUR3.8 Million
RRE 2 LOAN: Moody's Assigns Ba3 Rating to EUR20MM Class D-R Notes
RRE 2 LOAN: S&P Assigns BB- Rating to EUR20MM Class D Notes



L U X E M B O U R G

PLT VII FINANCE: Fitch Affirms B Rating on EUR75MM Tap Issue


N E T H E R L A N D S

TITAN HOLDINGS II: Fitch Gives 'CCC+(EXP)' Rating to Upcoming Notes


R U S S I A

SISTEMA PUBLIC: Fitch Raises LT IDR to 'BB', Outlook Stable


S P A I N

AUTONORIA SPAIN 2021: Moody's Assigns B1 Rating to EUR20MM F Notes
CELLNEX TELECOM: S&P Affirms BB+ ICR, Outlook Stable
LSFX FLAVUM: Moody's Rates New EUR270MM Term Loan Add-on 'B2'
LSFX FLAVUM: S&P Alters Outlook to Stable & Affirms 'B' LT ICR


U N I T E D   K I N G D O M

BURY FC: Administrator Expects More Offers to Emerge
DLG ACQUISITIONS: S&P Alters Outlook to Stable & Affirms 'B' ICR
FINSBURY SQUARE 2021-1: S&P Assigns B(sf) Rating on X2 Notes
GFG ALLIANCE: Gupta Withdraws From UK Parliamentary Hearing
GREENSILL CAPITAL: Accused of Deliberately Deceiving Insurers

INEOS ENTERPRISES: Fitch Publishes FirstTime 'BB-' LongTerm IDR
NEWDAY FUNDING 2021-2: Fitch Assigns B+(EXP) Rating on F Notes
PROVINCIAL HOTELS: Enters Administration, Trading Continues
RUBIX GROUP: S&P Alters Outlook to Stable & Affirms 'B-' ICR
TOWER BRIDGE 2021-2: S&P Assigns Prelim. B (sf) Rating on X Notes

VIRIDIS: S&P Assigns Prelim. BB Rating on Class E Notes
WOODFORD GROUP: Fund Collapse Prompts FCA's Probe Into AFMs


X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                           - - - - -


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B E L G I U M
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ONTEX GROUP: Moody's Rates New EUR580MM Sr. Unsecured Notes 'B1'
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Moody's Investors Service has assigned a B1 rating to the proposed
EUR580 million guaranteed senior unsecured notes due 2026, to be
issued by Ontex Group NV's. The outlook is stable.

Proceeds from the new senior unsecured notes will be used to
refinance an equivalent amount under the existing term loan due in
November 2022. The company is also in the process of refinancing
its existing senior unsecured bank credit facilities, including the
EUR150 million Term Loan B due 2024 and the EUR300 million
guaranteed revolving credit facility (RCF) due 2022, with a new
EUR220 million Term Loan B and a new EUR250 million RCF, both due
in 2024.

RATINGS RATIONALE

Ontex's B1 CFR reflects the company's leading market positions in
the production of hygienic disposable products in Europe and a
number of emerging markets; its good diversification by product and
geography, with a balance between its own and retail brands; and
its adequate liquidity, assuming the proposed refinancing of its
debt facilities is completed as planned.

Ontex's CFR is constrained by the price-competitive nature of the
industry, which has resulted in lower volume sales and higher
marketing costs to support topline, and by the strong bargaining
power of large retailers; its exposure to the negative impact from
foreign-currency exchange, also combined with the volatility
associated with input costs; and the high level of restructuring
costs the company still have to face until 2023 to support future
growth, further constraining earnings and cash flow generation.

On June 21, 2021, the company announced a new cost reduction plan
[1] aimed at (1) reducing overheads, increasing operational
efficiency through the optimization of procurement and logistic
costs and improving production capacity utilization; and (2)
supporting sales growth, through the turnaround of the retailer
brands in Europe, acceleration in the Adult care business globally
and outperformance in North America. The new plan, which comes just
after the conclusion of its previous T2G restructuring plan that
started in 2019, entails EUR60 million of investments over the next
three years, of which up to EUR40 million in 2021, with a full
benefit of EUR120 million by 2023, of which EUR60 million already
in 2021.

Ontex is weakly positioned in the B1 rating category, owing to the
slow earnings growth due to strong competition and the company's
structural weaknesses stemming from its large presence in some
emerging markets, which results in significant exposure to raw
materials and foreign-currency exchange volatility. In addition,
earnings will continue to be depressed through 2023 because of the
high one-off costs related to the company's cost cutting
programme.

As a result, Moody's expects Ontex's adjusted gross debt to EBITDA
ratio to remain high at around 6.0x in 2021 (from 7.2x in 2020, or
5.6x excluding the RCF drawings repaid in early 2021) and 5.3x in
2022. Moody's expects that free cash flow generation will also be
negative by around EUR30 million each year in 2021-2022, mainly
because of the restructuring-related one-off costs.

More positively, Moody's acknowledges that Ontex might benefit from
potential disposals of non-core assets that the company may
consider in light of the ongoing strategic review of its
operations. The rating agency will closely monitor the progress the
new management will make towards its net leverage target of 3.0x by
2023. In this respect, Moody's expects that cash proceeds from any
potential asset sales will be applied towards debt reduction. This
would in turn compensate for the slow earnings growth trajectory
expected, possibly bringing Ontex's financial leverage below 5.25x
already by 2022, i.e. within the boundaries indicated to maintain
the B1 rating.

LIQUIDITY

Assuming the refinancing transaction is successfully completed,
Ontex's liquidity will remain adequate, supported by EUR187 million
cash on balance sheet as of March 2021 (pro-forma for the
refinancing transaction), and full availability under its proposed
EUR250 million revolving credit facility (RCF) due 2024. Despite
the EUR30 million annual negative free cash flow in 2021-2022, the
existing cash balance and the availability under the RCF will
sufficiently cover the company's cash needs over the next 12-18
months.

The debt facilities include a net leverage maintenance covenant to
be tested semi-annually, with progressive step-downs over time.
Moody's expects the company to maintain just adequate capacity
under its financial covenant, with limited room for
underperformance.

STRUCTURAL CONSIDERATIONS

The B1 rating on the new senior unsecured notes is in line with the
CFR. All liabilities within the capital structure rank pari passu
among themselves. Moody's assumes a 50% standard family recovery
rate, to reflect the presence of both notes and bank debt within
the company's capital structure.

The instruments are guaranteed by material subsidiaries
representing a minimum of 70% of consolidated EBITDA.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Ontex's
operating performance will remain weak through 2021 on the back of
slow sales volumes recovery, high input costs and additional
restructuring costs, with Moody's adjusted gross debt to EBITDA
ratio remaining at or slightly above 5.25x by 2022. The stable
outlook also assumes that the company will start generating
positive free cash flow from 2023.

Ontex's B1 CFR assumes the successful completion of the proposed
debt refinancing as outlined above. Failure to complete the
proposed refinancing as planned could lead to downward pressure on
the rating owing to increased refinancing risk.

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

Positive pressure on the ratings could develop overtime in case of
(1) a material improvement in operating performance and
profitability, with EBITA margin trending towards high single digit
in percentage terms; and (2) Moody's adjusted gross debt to EBITDA
ratio declining below 4.5x on a sustained basis.

The ratings could be downgraded in case of (1) further
deterioration in operating performance, leading to sustained
negative free cash flow generation beyond 2022; (2) a deterioration
in the liquidity profile, including reduced headroom under
financial covenants; or (3) the company fails to reduce its Moody's
adjusted gross debt to EBITDA ratio to 5.25x by 2022.

LIST OF AFFECTED RATINGS

Issuer: Ontex Group NV

Assignment:

Senior Unsecured Regular Bond/Debenture, Assigned B1

Outlook Action:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Consumer Packaged
Goods Methodology published in February 2020.

COMPANY PROFILE

Ontex Group NV, headquartered in Aalst-Erembodegem, Belgium, is a
leading manufacturer of branded and retailer-branded hygienic
disposable products across Europe, the Americas, the Middle East
and Africa. Ontex operates in three product categories: baby care,
adult incontinence and feminine care. Ontex generated net sales of
around EUR2 billion in 2020 and EBITDA of EUR202 million (as
adjusted by Moody's). Ontex is a public company listed on the
Euronext Brussels stock exchange.


ONTEX GROUP: S&P Affirms 'BB-' ICR Following Proposed Refinancing
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S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on personal hygiene product manufacturer Ontex Group N.V.
and assigned its 'BB-' issue rating and '3' recovery rating to the
proposed EUR580 million unsecured notes.

S&P said, "The negative outlook reflects our view that S&P Global
Ratings-adjusted debt to EBITDA will temporarily exceed 5.0x due to
nonrecurring costs associated with the strategic plan, and subdued
performance in the European business in 2021, which we expect will
materially improve from 2022." Ontex's proposed refinancing is
credit positive for its overall liquidity profile.

The group plans to issue EUR580 million senior unsecured notes due
2026, and has received bank commitments for a EUR200 million senior
unsecured term loan due 2024 and EUR270 million RCF due 2024.
Transaction proceeds will fully refinance the existing capital
structure, specifically the EUR600 million term loan due September
2022, EUR150 million drawn under a bilateral facility due 2024, and
EUR30 million of the RCF due September 2022 (the RCF is EUR300
million total). Therefore, post-transaction, the group's capital
structure will show a longer maturity profile. In addition, as part
of the refinancing, Ontex agreed with lenders to a revised
maintenance financial covenant. The proposed net debt coverage
covenant ratio has step-down mechanisms, allowing more headroom and
flexibility to accommodate a temporary increase in leverage driven
by the costs associated with the new strategic plan. We calculate
that Ontex will have adequate covenant headroom over the next 12
months.

S&P projects Ontex's S&P Global Ratings-adjusted debt to EBITDA
will temporarily approach 5.5x by the end of 2021, mainly due to
costs associated with the new strategic plan. The plan aims to be
closer to customers in Europe to enhance cost competitiveness,
regain market share in the retailer brand segment, and ensure
continuing growth in North America and emerging markets. Ontex
plans to streamline its organization merging its Europe and Health
Care divisions (63% of total sales at the end of 2020) alongside
the existing Americas, Middle East, Africa, and Asia division
(AMEAA; 37%). At the same time, Ontex plans to improve
manufacturing capacity utilization by at least 10 percentage points
and operating efficiency over the entire supply chain. The company
will leverage its scale and geographic footprint to negotiate more
favorable procurement terms in the various sourcing countries, and
work on product engineering and innovation to reduce scraps and
effectively use raw materials. These initiatives will translate
into higher-than-expected nonrecurring costs. The company estimates
these at about EUR60 million over 2021-2022, of which EUR40
million-EUR45 million will be spent in 2021 excluding noncash
impairment charges, with the rest the year after. S&P said, "We
expect the S&P Global Ratings-adjusted EBITDA margin will contract
to 8.5%-9.0% in 2021-2022 from 10.2% in 2020. The company assumed
EUR120 million cost savings from the strategic plan by 2023. In our
view, the savings will come mainly from procurement activities and
overhead cost reduction, which will support margin improvement
close to 11% given the solid decrease in one-off costs in 2023.
Therefore, we forecast FOCF will remain constrained in the next
12-24 months, at EUR25 million-EUR50 million per year (before lease
payments) and adjusted leverage to temporarily peak at about 5.5x
at the end of 2021 before approaching 5.0x in 2022 and falling
within the 4x-5x range afterward."

S&P said, "Ontex's performance will remain subdued in 2021, but new
customers should support a sales rebound in 2022.For 2021, we
expect revenue will be subject to high volatility, as indicated by
16.5% year-on-year sales contraction in first-quarter 2021 (an
11.1% decline at constant currencies), compared with exceptional
strong results in first-quarter 2020, when retailers and consumers
stockpiled products due to pandemic-related restrictions. In the
next few quarters, this trend will likely reverse, and we expect
the top line to decline only 1%-2% for the year. Our view is
supported by some recovery observed in April with reported sales
growing at about 3% (about 5% organically at constant foreign
exchange). We believe sales in first-half 2021 will continue to be
affected by retailer customers lost in Europe in 2020. We
understand Ontex is tackling this issue and secured new customers,
which should support increased volumes in Europe that will
contribute to our estimate of top-line growth of 4%-5% in 2022 for
the overall group. Ontex's growth prospects remain supported by
ongoing focus on high-growth product categories, such as adult
incontinence (32% of total sales in 2020) and baby pants, and
increasing online sales through e-commerce partners and Ontex's
subscription model. We believe the company has material headroom to
expand online sales given its relatively low penetration. According
to Ontex's management, the online channel accounts for 15% of the
European baby diaper sales. We estimate Ontex generates roughly 5%
of total sales online through retailers, online marketplaces,
lifestyle brands, and owned direct-to-consumer channels."

Raw material costs will likely affect margins in 2021, although
price increases in emerging markets and cost savings will partially
offset this. S&P expects increasing raw material costs in 2021,
such as fluff and oil-derivative products such as polyethylene,
propylene, and polypropylene, to put additional pressure on Ontex's
profitability this year. This will be partly offset by cost-savings
initiatives and sale price increases, mainly in the branded
division in emerging markets in countries like Turkey and Mexico.
On the other hand, in the European retailer brand business (42% of
total sales in 2020), S&P expects stronger price competition, which
could erode volume growth. Therefore, it believes the group will
have a more-prudent approach in raising prices in Europe, because
the key focus is to regain market shares.

Ontex's financial policy remains consistent with the rating. The
company has committed to reduce net leverage below 3.0x by 2023
from 3.6x as of 2020 (as calculated by Ontex), which will support
greater financial flexibility. It should translate into S&P Global
Ratings-adjusted debt to EBITDA solidly positioned in the 4.0x-5.0x
range we deem commensurate with the 'BB-' rating. S&P Global
Ratings-adjusted debt includes the proposed debt instruments,
EUR130 million-EUR135 million of lease liabilities, EUR155
million-EUR160 million in factoring lines, and EUR15 million-EUR20
million pension liabilities. S&P said, "We deduct from gross debt
EUR180 million-EUR190 million cash on the balance sheet at year-end
over 2021-2023, according to our assumptions. The company's
relatively prudent financial policy is illustrated by the decision
to cancel annual dividend payments in 2020 and 2021. From 2022, we
expect dividends will resume at historical levels of 35%-40% of net
profit. Furthermore, management is looking to optimize geographic
footprint, so we believe proceeds from potential asset disposals
will likely fund debt repayment, which will further accelerate
Ontex's deleveraging trend."

S&P said, "The negative outlook on Ontex reflects our expectation
that S&P Global Ratings-adjusted debt to EBITDA will temporarily
reach 5.5x at year-end 2021, and gradually fall to 5.0x in 2022.
The peak in 2021 is mainly due to the expected erosion of EBITDA
from raw material price increases and costs associated with the
announced strategic plan.

"We could lower the rating in the next 12 months if operating
performance deteriorates further, due to competitive pressures and
volume losses in Europe and no clear signs of recovery. In this
case, leverage would likely remain above 5.0x for a prolonged
period and annual FOCF deteriorates significantly.

"We could revise the outlook to stable if we have evidence that
Ontex is executing its turnaround plan in Europe, supporting
profitable top-line growth from 2022 and S&P Global
Ratings-adjusted leverage of 4.0x-5.0x. In addition, a stable
outlook could result if we have evidence that the company intends
to allocate proceeds from any asset disposals to debt repayment."




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F R A N C E
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ELIOR GROUP: Moody's Gives Ba3 Rating on New Sr. Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the new
guaranteed senior unsecured notes issued by French contract caterer
Elior Group S.A. The Ba3 corporate family rating and the Ba3-PD
probability of default rating are unchanged. The outlook remains
negative.

RATINGS RATIONALE

The Ba3 CFR of Elior Group S.A. (Elior) is weakly positioned
because of the negative effects that the pandemic will continue to
exert on its credit metrics through its fiscal year ended September
30, 2022 (fiscal 2022). Leverage and free cash flow generation are
likely to remain outside the parameters to maintain the Ba3 CFR
over the next 12-18 months and only strengthen to levels considered
more in line with a Ba3 rating in fiscal 2023.

Moody's forecasts that Elior's revenue and EBITDA will not revert
to pre-crisis levels until fiscal 2023 at the earliest because some
operational disruptions related to the pandemic are likely to
persist until the early parts of fiscal 2022. Even if restrictions
are fully lifted towards the end of 2021, revenue recovery in the
Business and Industry segment will be hindered by more frequent
remote working.

Elior is taking actions to mitigate the short-term and long-term
disruptions of the pandemic such as introducing new catering
formats and headcount reduction, but there are inherent execution
risks associated with this strategy because it is uncertain how
consumer habits will evolve and therefore how successful new
formats will be. Change in consumer habits is a social
consideration under Moody's ESG framework. Revenue from
office-related customers represented around 17.5% of revenue prior
to the pandemic.

While Moody's expects EBITDA to be materially higher in fiscal 2022
compared to the levels of fiscal 2020 and fiscal 2021,
Moody's-adjusted debt/EBITDA is likely to remain above 5.0x by end
of fiscal 2022 because of the aforementioned business risks.
Moody's does not expect that leverage will fall below 5.0x until
fiscal 2023.

Moreover, Moody's forecasts that Moody's-adjusted free cash flow
will remain materially negative in fiscal 2021 at above EUR100
million due to the lower EBITDA and high restructuring charges
related to the headcount reduction programme in France initiated at
the end of 2020. Moody's expects free cash flow generation to
materially improve in fiscal 2022 in line with the recovery in
EBITDA, but it will likely remain slightly negative due to the
remaining cash outflow associated with the headcount reduction
programme.

More positively, the rating incorporates the company's balanced end
market diversification with exposure to healthcare and education,
which accounted for 25% and 29% of revenue respectively before the
pandemic. Moody's expect traffic in these two end markets to
rapidly revert towards pre-crisis levels once social distancing
measures are fully lifted.

LIQUIDITY

Moody's views liquidity as adequate despite the continued negative
free cash flow through fiscal 2022. At closing of the envisaged
refinancing, liquidity will be supported by cash balances of EUR130
million and a new revolving credit facility (RCF) of EUR350
million.

The semi-annual net leverage maintenance covenant is currently
suspended. Moody's expects the company will maintain comfortable
covenant headroom when the covenant will be reinstated from
September 2022. Following the refinancing, Elior's debt maturity
profile will be meaningfully extended: the nearest debt maturities
will be pushed to 2026 except the securitization programme which
expires in 2024.

STRUCTURAL CONSIDERATIONS

The Ba3 rating on the senior notes, at the same level as the CFR,
reflects their pari passu ranking with the new RCF and term loan.
The new senior notes, RCF, and term loan will be unsecured, but
benefit from upstream guarantees from material subsidiaries
accounting for at least 80% of consolidated EBITDA. Moody's
understands that proceeds from the new debt will be on-lent to the
subsidiary guarantors, resulting in no limitation on the guarantee
of the subsidiary guarantors under the debt indenture.

The new senior notes, RCF, and term loan are senior to the French
state-guaranteed loan, which is unsecured and unguaranteed from
operating companies.

RATING OUTLOOK

The negative outlook reflects the risk that Elior's credit metrics
are likely to remain outside the parameters to maintain the Ba3 CFR
beyond the next 12-18 months, notably its Moody's-adjusted leverage
and free cash flow.

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

The rating could be downgraded if revenue and earnings recover more
slowly than currently expected by Moody's, and this results in the
rating agency's expectations that Moody's-adjusted debt/EBITDA will
not reduce towards 5.0x by fiscal 2022 and below 5.0x by fiscal
2023. Additionally, downward rating pressure could develop if the
rating agency forecasts that Moody's-adjusted free cash flow will
not revert towards breakeven by fiscal 2022 or fail to turn
positive from fiscal 2023. A weaker liquidity buffer would also
exert downward pressure on the rating.

The rating could be upgraded over time if a visible improvement in
operating performance sustainably leads to Moody's-adjusted EBITA
margin of above 3.5% (same as pre-crisis level), Moody's-adjusted
debt/EBITDA decreasing below 4.0x, and solid liquidity including
Moody's-adjusted free cash flow/debt of around 3%-5%. An upgrade
would also require the company to demonstrate a conservative
financial policy with regards to leverage, shareholder
remuneration, and debt-financed acquisitions.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.


ELIOR GROUP: S&P Affirms 'BB-' ICR on Refinancing, Outlook Neg.
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S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on French food service provider Elior Group SA and assigned
its 'BB-' issue rating to its proposed senior unsecured debt
instruments.

The negative outlook indicates that there remains high uncertainty
about the timing of the European catering market's recovery and S&P
could downgrade Elior if it expects further delays in credit
metrics recovery due to the pandemic.

S&P considers the refinancing transaction credit neutral, with the
extension of Elior's debt maturity profile mitigated by the
expected higher cost of debt. On June 28, 2021, Elior announced the
launch of a refinancing transaction with its intention to raise
EUR500 million of senior unsecured notes with a five-to-seven year
maturity, a five-year, EUR150 million senior unsecured term loan,
and a EUR350 million RCF. The proceeds will be used to repay
Elior's EUR530 million of existing term loan facilities due in May
2023. The transaction will effectively extend the group's debt
maturities from 2023 to 2026-2028 and add about EUR100 million of
cash on the balance sheet after transaction costs. It will also
increase the group's annual interest payments at least EUR10
million, but its projected coverage ratios remain solid for the
rating level, with FFO cash interest coverage above 2.0x in fiscal
2021 and increasing to above 7.0x-8.0x in the following two years.

S&P said, "Elior's operating performance remains challenged by
COVID-19 restrictions in fiscal 2021 and we expect a slower credit
metrics rebound than initially projected in fiscal 2022.Due to the
extension of restriction measures, including working-from-home,
associated with third wave of COVID-19 in Europe, Elior's operating
performance in second-half fiscal 2021 (started April 1, 2021) is
likely to be worse than we projected in our last publication.
Despite our expectation of a strong demand rebound in fiscal 2022,
we now forecast it will take longer for the business and industry
segment to recover given the lost revenue in the two years hit by
the pandemic. We forecast that the education and health care
sectors will have almost recovered to prepandemic levels already in
fiscal 2022, while the most affected business and industry sector,
which represented close to half the group's prepandemic revenue,
will require more time. As a result, we forecast that adjusted
leverage will remain above 5.0x until fiscal 2022, while we expect
FFO to debt to improve to 15%-16% by then. We consider the FFO to
debt metrics commensurate with the 'BB-' rating, although with very
limited headroom.

"In our view, Elior's creditworthiness remains supported by the
solid structural features of its business risk profile, unaffected
by the pandemic.Despite a material hit from COVID-19 on business
volumes and operating margins, we view this as a temporary setback,
and we do not think it will structurally weaken the group's
business risk strength. More widespread use of remote working could
have some impact on long-term volumes in the business and industry
segment. However, we do not forecast this will materially affect
Elior given its favorable business mix (with prepandemic exposure
to the white collar segment representing only about 17% of revenue)
and new catering solutions launched to partially compensate for the
volumes lost to home office workers. Elior continues to benefit
from leading market positions in continental Europe, significant
end-market and customer diversification, and solid client retention
rates. We also expect adjusted EBITDA margins will return to
prepandemic levels, which we project at 6.0%-6.5% after the sale of
the Areas concession business in 2019. Due to significant operating
leverage and no volume recovery, operating margins will remain weak
in fiscal 2021 but start recovering to above 6% in fiscal 2022.
This will be further supported by cost-efficiency measures
implemented during the pandemic, with restructuring initiatives in
all geographies."

Elior has taken various credit-supportive actions to preserve cash,
liquidity, and financial strength through the pandemic. In addition
to applying strict cost control and restructuring efforts, the
group significantly scaled back capital expenditure (capex) and
made no material acquisitions in fiscals 2020 and 2021. It also
stopped paying dividends and put its share buyback program on hold.
In March 2021, Elior applied for and obtained a EUR225 million bank
loan partially guaranteed by the French state (PGE loan), at an
attractive interest rate, with a one-year initial tenor and a
five-year extension option, which provides additional liquidity.
Under the terms of the PGE loan, which is expected to be amended to
enable the proposed refinancing, Elior will still be subject to
restrictions on dividend payments, acquisitions, and share buyback
transactions so long as the leverage ratio exceeds 4.5x.

The refinancing transaction will further support the group's
liquidity position and increase covenant headroom. Currently, Elior
benefits from a covenant holiday until March 31, 2022, and the
group is expected to be subject to covenant tests again from
September 30, 2022. Under the proposed terms of the refinancing,
Elior will also have no covenant tests before September 2022. From
this date, S&P expects Elior will have significant headroom under
the new covenant levels. The proposed refinancing also leaves the
group with sufficient liquidity, despite reducing the amount
available under RCFs, with a proposed single facility of EUR350
million compared with the existing EUR450 million and $250 million
facilities.

The negative outlook reflects that there is tight headroom under
the current rating and indicates that there remains high
uncertainty about the timing of the European catering market's
recovery. S&P could downgrade Elior if it expects further delays in
the group's credit metrics recovery due to the pandemic.

S&P could lower the rating in the coming months if it believes that
operating conditions will remain challenging for Elior from
September 2021 and in the months after, due to prolonged effects
from COVID-19 resulting in a more gradual recovery than we expect
in fiscal 2022. Specifically, S&P could lower the ratings if:

-- Leverage remains above 4.5x beyond 2022; and

-- FFO to debt remains significantly below 16% on a prolonged
basis; or

-- The group faces heightened liquidity and covenant pressure once
it resumes its leverage covenant test from September 2022.

S&P could revise the outlook to stable if, despite continued weak
operating performance in fiscal 2021, it anticipates Elior's
revenue and EBITDA growth will accelerate in fiscal 2022, enabling
the group to deleverage below 4.5x and FFO to debt to improve to
above 16%.


GGE BCO 1: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
on France-based high education group GGE BCo 1 SAS (GGE), and
affirmed its existing 'B' issuer credit rating on Galileo Global
Education Finance. At the same time, S&P assigned a 'B' issue
rating and '3' (55%) recovery rating to the group's proposed
first-lien TLB debt issuance of EUR1 billion TLB and EUR165 million
RCF. S&P intends to withdraw the rating on Galileo Global Education
Finance and the issue ratings on the existing debt, following the
proposed refinancing.

The stable outlook on GGE indicates that in the next 12 months, GGE
will continue to deleverage from forecast adjusted leverage of 6.1x
in 2021, while generating meaningful reported FOCF after leases and
adjusted FOCF to debt above 5%, combined with a supportive
financial policy of continued reinvestment of profits into the
business.

S&P forecasts leverage of about 5.9x-6.1x for FY2021. France-based
GGE is launching a refinancing of its existing capital structure,
and proposes to raise a new first-lien EUR1 billion TLB, and upsize
its RCF to EUR165 million from EUR100 million. The term loan funds
will be used to repay existing term debt of EUR890 million (EUR810
million first lien and EUR80 million second lien), provide for cash
overfunding of EUR75 million, and pay fees and other debt items.
Pro forma the transaction's close, S&P expects the group to have
about EUR174 million cash on balance sheet. The new rated issuer,
GGE, sits above Galileo Global Education Finance Sarl in the group
structure and was incorporated in November 2019. In future, we
expect GGE to report the new consolidated accounts.

S&P said, "Organic and acquisition-driven earnings growth support
our base-case forecasts for reduced leverage in the next 12 months,
assuming a continued supportive financial policy. As the group is
owned by four co-owner financial sponsors, we do not net the
group's cash of EUR174 million from S&P Global Ratings-adjusted
leverage metrics. However, this cash and the proposed cash
overfunding from the refinancing should provide significant
capacity for future acquisitions. The group has an M&A pipeline
greater than EUR200 million, with targets at various stages of
advancement, and we include EUR200 million of acquisition spending
in our FY2021 forecast. We expect modest organic growth in the
group's core business, at about 5% in FY2022. In addition, the
group's France Online business, aimed at mature students looking to
retrain, reskill, and upskill, is forecast to grow EBITDA by more
than 100% in FY2021, and it has significant advance bookings.
Accordingly, the above factors combine to result in our base-case
forecast of more than 10% earnings growth in FY2022, driving
further deleveraging below adjusted 6x debt to EBITDA." Supporting
this forecast is a solid financial policy of reinvesting earnings
in the business, no forecast cash distributions or leverage recaps
to shareholders, disciplined M&A execution, and organic growth in
the existing business.

The group has a track record of double-digit top-line growth and
sustainable EBITDA margins. During the COVID-19 pandemic, GGE
managed to exhibit a high degree of adaptability, shifting 97% of
its courses online t allow for education continuity. The group also
reinforced its psychological support for students, exemplified by
the Happy Student Maker program, launched in France. The group was
only slightly affected by restrictions on movement for
international students, because GGE's share of international
students in its school network amounts to only about 15%. The
highest share is in Italy. Countermeasures were taken, such as
allowing students from China to follow courses from GGE's Shenzen
and Shanghai campuses. In addition, the group benefited from
significant acquisitions made in FY2020. S&P said, "As a result, we
expect GGE to exhibit about 21%-23% top-line growth in FY2021
reaching more than EUR660 million of revenue. Following tight cost
management and an expansion of the more profitable online business,
especially through France Online, we expect the group to reach
similar adjusted EBITDA margin levels in FY2021 to those of FY2020,
at 29%-30%. Margins are slightly hampered by the recently acquired
London-based school, Regent's, which is margin dilutive for the
time being and EBITDA negative. The proposed refinancing will not
increase the business's debt, because we expect adjusted debt to
EBITDA of about 5.9x-6.1x in FY2021 and about 5.4x in FY2022, with
FY2022 being the first year pro forma the transaction."

Growth momentum should continue on the back of the France Online
expansion, the integration of recent and expected acquisitions, and
robust on-site business. S&P said, "We expect GGE will be able to
sustain double-digit growth over the next three years, of 21%-23%
in FY2021, 20%-22% in FY2022, and 14%-16% in FY2023. The France
Online business line has seen rapid expansion. We anticipate that
this segment will grow on the back of a well-diversified offering
that provides courses of about 12 to 15 months--much longer than
the online training industry average, but shorter than typical core
tertiary degrees or advanced degrees. We believe growth will also
be supported by the French training framework, called the CPF
(compte personnel de formation), which allows each working
individual to acquire training credits of at least EUR500 per year
(up to a lifetime maximum of EUR5,000). Fully online courses are
generally more profitable than on-site courses, leading to an
increased EBITDA margin at group level. Nonetheless, we believe
that this segment is more volatile due to the courses' shorter
timeframe, compared with the core business study length of about
two to three years. Another factor supporting the group's growth
prospects is its recent and expected acquisitions. We expect GGE to
successfully integrate and grow Regent's, which it acquired in
FY2021. We also anticipate that GGE will successfully integrate
future acquisitions, and we assume EUR200 million of acquisitions
in FY2022. Although revenue accretive, we expect these acquisitions
to be margin dilutive for the first years, with earnings ramping up
post acquisition. In addition, we see GGE's core business, meaning
on-site schools mainly in Italy, France, Germany, and Cyprus, as
being a key factor in its ongoing growth. We believe Italian
schools will recover from an underperformance in FY2021 thanks to
the relaxation of student travel restrictions. We also expect a
strong performance for the group's French and German schools,
especially the recently acquired PFH school, which has been totally
redesigned by the group. Following a tight cost management for
on-site schools and the expansion of a more profitable online
business, we expect GGE to exhibit similar margin level for FY2021,
of about 29%-30%, at a similar level to that of FY2020, and
increasing above 30% in FY2022."

S&P said, "Despite recent deleveraging, the group remains financial
sponsor-owned and highly leveraged, with relatively small reported
FOCF to debt after leases, in our view. Our base case for FY2021 is
for the group to generate more than 5% adjusted FOCF to debt.
However, reported FOCF after leases is about EUR20 million-EUR30
million, which, relative to the proposed gross unadjusted debt of
EUR1 billion, we view as relatively limited. In our calculation, we
expect GGE to have sizable capital expenditure (capex) at about
EUR60 million-EUR65 million, with about EUR30 million-EUR35 million
of growth capex. Additionally, we expect GGE to continue exhibiting
a high fixed-lease burden of about EUR35 million. Although to date,
the financial sponsor owners have demonstrated a preference for
reinvesting in growth rather than reducing debt or distributing
cash flow, we think the group will likely continue an aggressive
debt-funded acquisition policy and remain highly leveraged over
time. We do not forecast GGE making any dividend distribution to
shareholders over the next three years.

"The stable outlook on GGE reflects our view that in the next 12
months, GGE will continue to deleverage from our forecast adjusted
leverage of 6.1x in 2021, while generating meaningful reported FOCF
after leases and adjusted FOCF to debt above 5%, combined with a
supportive financial policy of continued reinvestment of profits
into the business. Additionally, it indicates that the group will
further develop its online capabilities; maintain margin
performance, cost control and cash flow conversion; and ensure
satisfactory student welfare outcomes."

Give the fragmented nature of the private higher education market,
S&P expects that GGE will continue to participate in sector
consolidation. S&P could lower the rating of GGE in the next 12
months if:

-- The group pursued a more aggressive financial policy, which
increased adjusted leverage above 7x. This could result, for
example, in shareholder distributions, a leverage recap, or a more
aggressive debt-funded M&A strategy;

-- The group's free cash flow profile deteriorated, resulting in
the inability to generate meaningful reported FOCF after leases, or
if adjusted FOCF to debt fell below 5%. This could occur, for
example, if organic growth or margin performance deteriorated, the
group incurred significant restructuring costs associated with M&A
or growth initiatives, or high-growth segments such as France
Online underperformed; or

-- The group's liquidity deteriorated, or the company's reputation
was harmed--for example, from deteriorating student welfare
outcomes--leading us to reassess the business's sustainability,
services, or management and governance.

-- S&P sees rating upside as remote over the next 12 months, given
that GGE's highly leveraged capital structure and financial sponsor
ownership constrain the rating.

S&P could take a positive rating action if:

-- The group commits to a more conservative financial policy, with
adjusted debt to EBITDA decreasing comfortably below 5.0x on a
sustainable basis;

-- S&P saw demonstrably strong free cash flows, as shown by FOCF
after lease payments to debt of about 10% on a sustainable basis;
or

-- S&P saw a track record of supportive financial policy such that
stronger credit metrics were sustained.


ODYSSEE INVESTMENT: Moody's Gives FirstTime B2 Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a first-time B2 corporate
family rating and a B2-PD probability of default rating to Odyssee
Investment Bidco ("Circet" or the company), one of the leading
European network services providers for the telecommunications
industry. Concurrently, Moody's has assigned a B2 rating to the
EUR1,625 million senior secured term loan B due in 2028 and EUR250
million senior secured revolving credit facility due in 2027, both
issued by Odyssee Investment Bidco. The outlook is stable.

Proceeds from the proposed EUR1,625 million TLB, along with new
equity and a shareholder loan from ICG and rollover equity from
existing shareholders, will be used to finance the EUR3.25 billion
acquisition of Circet by private equity sponsor ICG, and to pay
transaction fees and expenses.

"The B2 rating reflects Circet's well-established position in key
European markets, its strong growth prospects supported by the
acceleration of fiber-to-the-home network deployments by telecom
operators, as well as its solid and growing free cash flow
generation," says Agustin Alberti, a Moody's Vice President -
Senior Analyst and lead analyst for Circet.

"While initial adjusted leverage is high at around 5.2x by year-end
2021, we expect the company will rapidly delever, absent
debt-financed acquisitions, owing to strong organic growth," adds
Mr. Alberti.

RATINGS RATIONALE

Circet's B2 CFR reflects (1) its position as one of the leading
European network infrastructure services providers for the
telecommunications industry; (2) its favourable growth prospects
fueled by heavy telecoms investment plans in fiber-to-the-home
(FTTH) and 5G networks; (3) the increasing share of recurring
revenues related to "life of network" activities accounting for
more than 50% of total revenues and supporting Circet's operating
performance visibility; (4) its enhanced scale and geographic
diversification accelerated by M&A over the last 3 years; (5) its
strong FCF generation supported by high margins and low capex
requirements; and (6) the track record of the management team,
which has rolled over its equity investment as part of the recent
change in ownership and that provides support to the strategy
execution and prudent approach to acquisitions.

The rating also reflects (1) the company's high initial leverage;
(2) its customer concentration, with the top 2 customers
representing around 28% of its revenue, although this percentage
has reduced from 80% in 2017; (3) the risk from large contract
renewals, mitigated by its long-standing customer relationships
with large telecoms companies; (4) the execution risk related to
expanding into new markets via M&A; and (5) the lack of track
record operating under ICG's ownership.

Moody's expects Circet's revenue to grow by around 30% in 2021
helped by acquisitions, and by 10% in 2022. Revenue growth in the
UK, Germany, and Belgium will more than compensate the expected
decline in France from 2023 onwards, as fibre deployment in the
country will start slowing down. Revenue growth prospects are
supported by the strong FTTH network deployment plans laid out by
telecom operators as well as by the upcoming rollout of 5G mobile
technology in Europe, although Moody's does not expect 5G to have a
meaningful contribution to Circet's revenue before 2023.

Moody's also expects the company to pursue bolt-on acquisitions or
to expand into new regions through mid-size acquisitions, which
will be partially funded with available cash given the solid free
cash flow generation. Moody's forecasts annual free cash flow to be
around EUR150 million in 2021 and 2022. Free cash flow generation
is supported by higher margins than peers, owing to Circet's focus
on turnkey projects, and low capital spending requirements of
around 2% of total sales.

Initial leverage is high at 5.2x in 2021, compared to 3.0x in 2020
(por forma for acquisitions). However, the rating agency expects
the company's Moody's-adjusted gross debt/EBITDA to improve to 4.8x
in 2022, owing to strong EBITDA growth of around 10%.

Solid cash flow generation will increase the cash balance overtime.
This excess cash could be used to fund additional M&A, though
debt-financed M&A is also possible and this could slow down the
expected deleveraging.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance considerations, which Moody's takes into account when
assessing Circet's credit quality, relate to management's proven
track record with the company consistently growing revenues and
EBITDA and successfully integrating past acquisitions. Management's
more than 50% equity ownership and its commitment to the strategy
of the company is credit positive. However, the company is
controlled by funds managed by ICG with more than 50% of the voting
rights. Following ICG's takeover, Circet's leverage has increased
by around 2x. As is often the case in highly levered, private
equity sponsored deals, owners have a high tolerance for
leverage/risk, as demonstrated by the significant re-leveraging of
the company as part of this transaction, and governance is
comparatively less transparent.

Social risks include the need to attract, train and retain skilled
qualified employees, which could result in higher salary costs and
lower service quality. However, Circet has adequately managed this
risk to date with the creation of its training centers in Morocco,
Romania and Greece.

LIQUIDITY

Circet's liquidity is good, supported by its strong annual free
cash flow generation of around EUR150 million and a cash balance of
around EUR65 million (post transaction). The company also has
access to an undrawn revolving credit facility (RCF) of EUR250
million and a non-recourse factoring facility of EUR100 million.

Moody's also expects Circet to maintain ample headroom under the
springing net leverage covenant of 9.0x included in the RCF, and
tested when drawings exceed 40%. Moody's forecasts the net leverage
ratio as per the covenant definition will be close to 5.0x at
year-end 2021.

The company has a long term debt maturity profile, with the RCF and
TLB maturing in 2027 and 2028, respectively.

STRUCTURAL CONSIDERATIONS

The term loan and the RCF are rated at the same level as the CFR
reflecting their pari passu ranking and upstream guarantees from
operating companies.

The term loan and RCF benefit from a security package that includes
share pledges, bank accounts and intragroup receivables of material
subsidiaries. Moody's typically views debt with this type of
security package to be akin to unsecured debt. However, the term
loans and the revolver benefit from upstream guarantees from
operating companies accounting for at least 80% of consolidated
EBITDA. The capital structure also includes a shareholder loan due
in 2029 which has been treated as equity under Moody's hybrid
equity credit methodology.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the company
will manage to compensate the slow down of fibre deployment in
France from 2023 through organic growth in international markets
and bolt-on acquisitions mainly funded with available cash. The
stable outlook also assumes that debt-funded acquisitions will
remain bolt-on in nature and will not result in material increase
in gross leverage. The rating agency considers that the company is
strongly positioned in the B2 rating.

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

Upward rating pressure could develop if (1) customer concentration
risk continues to decline; (2) the company continues to generate
organic earnings growth despite the slow down of fibre deployment
in France; (3) the company's financial policy is supportive of it
maintaining a Moody's-adjusted debt/EBITDA ratio below 4.5x on a
sustained basis; and (4) the company maintains a solid liquidity
profile including a Moody's-adjusted free cash flow/debt remaining
at around 10%.

Downward rating pressure could arise if (1) the company experiences
a significant decline in revenue and earnings due to the slow down
of fibre deployment in France or other operational challenges; (2)
Moody's-adjusted debt/EBITDA exceeds 5.5x on a sustained basis; or
(3) free cash flow or liquidity materially weakens.

LIST OF AFFECTED RATINGS

Issuer: Odyssee Investment Bidco

Assignments:

Probability of Default Rating, Assigned B2-PD

LT Corporate Family Rating, Assigned B2

Senior Secured Bank Credit Facilities, Assigned B2

Outlook Action:

Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Construction
Industry published in March 2017.

COMPANY PROFILE

Headquartered in France, Circet provides telecom companies in
Europe with a wide range of engineering, deployment and maintenance
services, covering all mobile and fixed technologies. In 2020, the
company reported revenues of EUR1.6 billion (c. EUR2.1 billion pro
forma for acquisitions) and EBITDA of EUR280 million. Circet is
owned by private equity sponsor ICG (around 50%) and management
(around 50%).


SPIE SA: Moody's Withdraws Ba3 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 corporate family
rating and the stable outlook of SPIE SA. Concurrently, Moody's has
withdrawn Spie's Ba3-PD probability of default rating and the B1
rating of the EUR600 million senior unsecured notes due 2024.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

COMPANY PROFILE

Spie, headquartered in France, is a leading independent European
multi-technical services provider of electrical and mechanical
services, technical facility management, and information and
communications technology services. The company, which had revenue
of around EUR6.7 billion in 2020, has been listed on the Euronext
Paris Stock Exchange since June 2015.


STELLAGROUP: Moody's Affirms B2 CFR, Outlook Positive
-----------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B2-PD probability of default rating of Stellagroup, a
vertically integrated producer of closure systems for homes and
commercial buildings. Concurrently, Moody's has affirmed the B2
instrument ratings of the EUR510 million guaranteed senior secured
term loan B due 2026 and EUR60 million guaranteed senior secured
revolving credit facility due 2025. The outlook was changed to
positive from stable.

The outlook change to positive reflects Stellagroup's strong
operating performance in 2020 and Moody's expectation that, despite
some headwinds in 2021, the company will continue to sustain its
high EBITDA margin, which will enable the company to maintain
Moody's adjusted leverage below 5.0x over the next 12-18 months.
The action is further supported by the company's good liquidity
position with continued solid free cash flow (FCF) generation.

RATINGS RATIONALE

Stellargoup's operating performance in 2020 was better than Moody's
expected. The company benefitted since May 2020 from the higher
demand for home improvement products as social distancing
restrictions curbed discretionary spending on eating out, travel
and other leisure activities. As a result, Stellagroup achieved a
3.5% and 8.8% revenue and reported EBITDA growth in 2020 from 2019,
despite a double-digit revenue decline from March to May 2020. The
strong trading performance continued in Q1 2021, increasing the
company's reported EBITDA for the last twelve months (LTM) ending
March 2021 to around EUR107 million from around EUR94 million in
2020.

The strong performance enabled Stellagroup to reduce Moody's
adjusted leverage to 4.8x at the end of March 2021 from 5.6x in
2020 and 6.2x in 2019. Moody's expects a level of volatility in
earnings in the coming quarters, given the inflationary pressure
and the impact of some supply shortages. However, the company's
flexible cost base and proactive price increases should enable the
company to sustain its high EBITDA margin and maintain the leverage
below 5.0x.

In addition to the significant leverage reduction, the company
continued to generate healthy FCF, around EUR60 million in 2020.
Part of the cash was used for the latest acquisition completed in
November 2020, DuoTherm GmbH, a major player in the development,
manufacturing and sale of roller shutters and blinds in the German
market with sales and EBITDA of around EUR27 million and EUR3
million, respectively. Given the company's high margins and
asset-light business model, Moody's expects the company to continue
to generate between EUR30 to EUR50 million of FCF per annum.

While the strong momentum in demand for home improvement products
will likely continue in 2021, Moody's expects pent-up demand from
the recovery of the pandemic to gradually phase out as consumers
shift their spending to other activities such as travel and
leisure. This could potentially slow the deleveraging pace from
2022.

The B2 rating remains constrained by the company's geographical and
product concentration and small size; the exposure to the cyclical
construction end-market; and the competitive industry, particularly
in regions such as Germany, where the company has a weaker market
positioning.

At the same time, the rating takes into account the company's
leading market position in the fragmented French aluminium rolling
shutters market; strong profitability compared with that of its
broader peers; track record of revenue and profitability resilience
through construction cycles; very low customer concentration and
high share of revenue from direct installers, which ensure stronger
pricing power; and experienced management team.

ESG CONSIDERATIONS

Governance risks mainly relate to the company's private-equity
ownership, which tends to tolerate a higher leverage level, a
greater propensity to favour shareholders over creditors, as well
as a greater appetite for M&A to maximise growth and return on
investment.

LIQUIDITY

Stellagroup's liquidity is good, supported by around EUR86 million
of cash on balance sheet and access to a EUR60 million undrawn RCF
as of March 2021. The seasonal working capital movements typically
represent EUR10 million to EUR20 million of intra-year swings. The
springing financial covenant under the group's RCF is only tested
if the RCF is drawn by more than 40%. There are no near-term debt
maturities with the RCF and the term loan B expiring in 2025 and
2026, respectively.

STRUCTURAL CONSIDERATIONS

Stellagroup's capital structure consists of EUR510 million
guaranteed senior secured term loan B and a EUR60 million
guaranteed senior secured RCF, both ranking pari passu in terms of
priority of claims. The debt is secured by share pledges over the
shares of operating subsidiaries accounting for at least 80% of the
group's consolidated EBITDA. These operating subsidiaries also
guarantee the senior debt. The bank debt is borrowed by
Stellagroup, the top company of the restricted group. The existing
real estate debt of around EUR3 million rank senior to the senior
debt in Moody's Loss Given Default waterfall. However, the term
loan B and RCF are rated in line with the CFR, given the small size
of the real estate debt compared with the overall debt quantum. The
B2-PD is at the same level as the CFR, reflecting the use of a
standard recovery rate of 50%, which reflects a capital structure
with first-lien bank loans and the covenant-lite nature of the loan
documentation.

The EUR40 million equity consideration for the purchase price of
CRH's awnings and shutters business was contributed into the
restricted group in the form of a shareholder loan. The shareholder
loan has been treated as equity. The capital structure also
includes around EUR76 million of PIK notes (including accrued
interests), which sit outside of the restricted group.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects the company's strong operating
performance in 2020 and Moody's expectation that the company will
continue to sustain its high EBITDA margin, despite some headwinds
in 2021. As a result, Moody's expects the company to maintain
Moody's adjusted leverage below 5.0x over the next 12-18 months
with a good liquidity position and continued solid FCF generation.
The outlook also assumes that the company will not undertake any
large debt funded acquisitions or shareholder distribution.

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

The ratings could be upgraded if Moody's-adjusted debt/EBITDA is
sustained below 5.0x and Moody's-adjusted FCF/debt increases to the
high single digit in percentage terms while maintaining a good
liquidity.

Negative pressure on the rating would arise if Moody's-adjusted
Debt/EBITDA increases sustainably above 6.0x, operating margins
weakens or FCF turns negative on a sustained basis, leading to a
deterioration of Stellagroup's liquidity profile.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Building
Materials published in May 2019.




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

AENOVA HOLDING: S&P Alters Outlook to Positive & Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Germany-based Aenova
Holding GmbH (Aenova) to positive from stable, affirmed its 'B-'
long-term issuer credit rating on the group, and affirmed its 'B-'
issue rating on the existing first-lien term loan.

The positive outlook indicates that S&P could upgrade Aenova if it
further benefits from the turnaround strategy while sustaining
positive cash flow generation and debt to EBITDA below 6x over the
next 12-18 months.

Aenova's turnaround plan reports promising signs of underlying
growth and improved credit metrics. Since completing the
refinancing in 2020, Aenova has pursued the transformation plan it
instigated at the beginning of 2019 and focused on cost management,
improved pricing, higher-margin business segments such as generic
pharma sector (animal health and generic drugs), and high quality
over-the-counter (OTC) products. The group therefore expects to
maintain positive underlying growth and additional earnings
contributions in the coming two years. Aenova also reports that it
has been winning more new business, from both existing and new
clients, mainly explained by the group's comprehensive service
offering -- such as formulation development, clinical trial
services, and regulatory affair support -- in diversified
geographies. The group significantly increased its peak sales wins
throughout 2019 and 2020, and currently has a win rate above the
industry average. Aenova will continue to benefit from its
business-to-business model with its range of products and services
used by originators (developers of patent-protected products),
generic companies, and suppliers of food supplements and veterinary
products. Aenova has also executed efficiency measures in the
supply chain, internal cost controls, and cost pass-through
mechanisms. The group reported consistently high cost pass-through
in 2019 and 2020 and was able to realize significant direct cost
savings--raw and packaging materials--and indirect savings. S&P
said, "We expect the S&P Global Ratings-adjusted EBITDA margin to
gradually improve to about 14%-15% over the next two years, from
about 13.5% in 2020, as the group continues to focus on
optimization of procurement and profitable growth from new business
wins with higher-margin prospects. In addition, we estimate
adjusted debt to EBITDA to improve to about 6.0x-6.5x and funds
from operations (FFO) interest coverage above 3x in 2021."

The group's solid manufacturing footprint will support growth, but
upcoming investments in capacity expansion and maintenance will
continue to constrain cash flows over the next two years. Aenova
has a capital expenditure (capex)-intensive business model; S&P
expectd annual capital investment of about 7%-8% of total sales in
2021-2022, mainly for expansion at various manufacturing sites, the
replacement of old lines, and sterile manufacturing. The most
significant investments are related to the expansion and
modernization of solid production sites at Tittmoning and
Regensburg, and sterile liquid production sites at Latina, Gronau,
and Wolfratshausen. The new production lines and strategic
expansion will contribute to top-line growth and further diversify
the group's product offering and capabilities in the manufacturing
and development of beta-lactam solids, injectables, sterile
ampoules, and high quality OTC products. Investment needs from the
modernization of the production sites will continue to weigh on
free operating cash flow (FOCF). S&P said, "In addition, we expect
working-capital outflows to support business growth and strategic
investments. As such, we estimate that the group will report
neutral FOCF in 2021, increasing to EUR20 million-EUR30 million in
2022 and 2023. Therefore, we see some downside risks in the next
two years if the group underperforms its topline and EBITDA growth,
which could undermine its capex plans and weaken its operational
efficiency."

Aeonova has taken concrete actions to reduce leverage pressure and
improve customer satisfaction. The 2020 refinancing and the full
refinancing of the second-lien PIK loan will result in a less
complex capital structure, due to reduced total debt quantum, lower
weighted-average cost of debt, and an extended debt maturity
profile. The group will also use the upsized amount of the
first-lien TLB (to EUR565 million from EUR440 million) to refinance
PIK prepayment fees and indicative transaction fees. The group will
have the capacity to support continued leverage reduction, preserve
cash flow generation, and reconfirm commitments to a tight
financial policy. S&P said, "We also expect Aenova to have more
resources to devote to implementing further measures, such as
improving on-time delivery (OTD) to clients and streamlining
internal cost structures. OTD rates have been constantly improving
due to network simplification, de-bottlenecking, and supply chain
management. These rates reached an all-time high in 2020, and we
expect this trajectory to continue in 2021. Following the
refinancing, our adjustments to Aenova's debt will include about
EUR61 million for trade receivables, about EUR49 million for
leases, and about EUR52 million for pension and postretirement
benefit obligations. We also factor in the financial sponsor
ownership by BC Capital Partners. As such, we do not deduct the
cash on the balance sheet from our leverage calculation.

"The positive outlook reflects our expectation that Aenova will
continue to benefits from its turnaround strategy, in the form of
new contracts wins, improved pricing, tight cost-control--including
material cost-pass through--and a shift toward higher-margin
business. These factors, coupled with positive FOCF, should enable
the group to deliver topline growth and EBITDA improvements,
reducing adjusted debt to EBITDA below 6x by 2022.

"We could revise the outlook to stable if Aenova's performance
deviates materially from our base case, such that the group fails
to improve its profitability in line with our assumptions and
adjusted debt to EBITDA does not improve to below 6.0x." This
scenario could stem from:

-- Loss of key customers;

-- More aggressive financial policy causing adjusted leverage to
increase above S&P's base-case expectations;

-- Nonrenewal of contracts; or

-- A significant increase in production and distribution costs,
with an inability to pass costs through to customers.

S&P could take a positive rating action if Aenova demonstrated
profitable growth, with an adjusted EBITDA margin increasing to at
least 15%, pushing adjusted debt to EBITDA comfortably and
sustainably below 6.0x from 2022, while also generating positive
FOCF. This scenario could stem from continuous contract gains,
robust growth from product developments, enhanced operating
efficiency, and a conservative approach to external expansion.


TELE COLUMBUS: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Tele Columbus AG (TC) Long- Term Issuer
Default Rating (IDR) at 'B-' and senior secured debt rating at 'B'
with a Recovery Rating of 'RR3' and removed them from Rating Watch
Positive (RWP). The Outlook on the IDR is Stable. This follows an
equity injection of EUR475 million and the new shareholders backed
by Morgan Stanley Infrastructure Partners taking 94% control of the
company.

TC is facing a strategic challenge of adapting to a new regulatory
regime with approximately 50% of its 2020 TV revenue under threat,
by management estimates. The EUR475 million capital increase in May
2021 was not sufficient to significantly improve TC's leverage and
provide it with medium-term funding in view of the large capex
under its 'fiber champion' project.

KEY RATING DRIVERS

New Regulation Creates Uncertainty: New amendments to the German
telecommunication law that were approved by the German parliament
in May 2021 pose strategic challenges to TC's business model and
may significantly reduce revenue visibility. The new law bans
landlords from passing on operating costs to tenants for broadband
connections including all of TV, telephony and internet. TC will
therefore have to enter into individual contractual relationships
with all of its customers that are currently serviced under bulk
umbrella agreements with housing associations (HA).

Linear TV Under Most Pressure: Fitch believes a requirement for
customers to directly re-engage with their cable operator may be a
trigger point to evaluate their other service options. Revenue from
linear TV, which accounted for 39% of TC's revenue in 2020, is
likely to come under most pressure. A re-engagement challenge is
exacerbated by structurally declining linear TV viewership.

HA Contract Renewal Risk: The new law will also likely change the
scope of contract relationships with HAs. A transitory two-year
period stipulated in the new law does not shield TC from contract
renewal risks, in Fitch's view. While the application of the new
law remains untested, Fitch believes new contracts with HAs are
likely to be renewed on less favourable terms for TC. At end-2020
92% of TC's end-users were tenants in block apartments managed by
HAs.

Multi-Facet Challenges: The new regulatory environment may also
jeopardise feed-in fees that TC collects from broadcasters for
distributing their TV channels on its cable network if the number
of TV viewers declines after the transitory period ends. Fitch
understands from management that existing concession agreements
with HAs that give TC exclusivity on infrastructure upgrades remain
intact. With the lack of long-term TV bulk service agreements under
the new regulation, securing new concession agreements with
exclusivity benefits may become more challenging, in Fitch's view.

Improving Network Infrastructure: TC's 'fiber champion' strategy
may position the company as a provider of higher-quality services
than its peers, support its competitive standing and improve the
outlook for wholesaling TC's fiber infrastructure to other telecoms
operators and B2B customers who value service quality. However,
this project is at an early implementation stage with any benefits
likely to be achievable only after a signification share of the
network is upgraded. TC plans to spend almost EUR2 billion over
2021-2030, which should allow it to supply approximately 2 million
households in its current footprint with fiber.

Costs, Strategy Pressure EBITDA: Fitch expects EBITDA to come under
significant pressure from 2021 due to less favourable renewal terms
with HAs and additional costs. Fitch believes TC is likely to face
an increase in costs in 2021 and in the medium term, driven by a
strategic shift to establishing direct contract relationships with
its end-users and more active marketing efforts to promote premium
services on its network. EBITDA from 2021 may also suffer from
lower TV bulk revenue from HAs, assuming a lower renewal rate of
expiring service contracts.

Capex Weighs on Free Cash Flow: Fitch expects TC to generate
negative free cash flow (FCF) in 2021-2024 as it will continue
investing heavily in new fiber infrastructure. Revenue and EBITDA
may experience higher -than-usual volatility due to strategic
uncertainty from the new regulation, with risks being on the down
side, in Fitch's view.

Capital Increase Supportive: The cash equity injection in April
2021 allowed TC to significantly reduce its debt and provided
funding for its 2021 capex. However, Fitch believes this is
insufficient to improve leverage in view of strategic and financial
challenges in the new regulatory environment. TC has earmarked
EUR360 million proceeds for debt reduction, which is equal to
almost a quarter of its debt at end-2020. Fitch believes the timing
of an additional up to EUR75 million equity injection committed by
the new shareholders is less certain before TC addresses its
strategic challenges.

High Leverage: Fitch forecasts funds from operations (FFO) gross
leverage at close to 7x at end-2021, due to weakened EBITDA
generation. Deleveraging would primarily depend on TC's ability to
stabilise operating and financial performance and achieve growth
from the company's fiber network.

DERIVATION SUMMARY

Unlike many of its larger cable peers, TC only has presence in few
German regions and, as a result, a significantly smaller
operational scale than most nationwide cable peers that benefit
from a larger footprint and sustained strong FCF. Its market shares
in those territories compare well with those of nationwide
operators - TC estimated its cable market share in key eastern
German regions at 54% in 2020.

Cable companies Virgin Media Inc., UPC Holding BV and Telenet Group
Holdings N.V are rated 'BB-' due to lower leverage, solid financial
profiles and stronger market positions. VodafoneZiggo Group B.V.
has a stronger operating profile and slightly lower leverage, and
as a result is rated 'B+'. Cable companies typically have looser
leverage thresholds than mobile and fixed-line operators due to the
more sustainable nature of their business and stronger FCF. High
leverage, limited visibility of FCF generation and ongoing
strategic challenges are constraints on TC's ratings.

KEY ASSUMPTIONS

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

-- Mid-to-high single-digit TV revenue decline per year in 2021
    2024;

-- Fitch-defined EBITDA margin of approximately 35% in 2021,
    gradually improving to 37% in 2024;

-- Capex at 33% of revenue in 2021, gradually increasing to above
    50% by 2024;

-- No M&A transactions for the next four years;

-- No dividend payments for the next four years.

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis is performed for the existing debt
    structure without considering any potential debt repayments.

-- The recovery analysis assumes that TC would be considered a
    going concern in bankruptcy and that it would be reorganized
    rather than liquidated.

-- A 10% administrative claim.

-- The going-concern EBITDA estimate of EUR145 million reflects
    Fitch's view of a sustainable, post- reorganisation EBITDA
    upon which Fitch bases the valuation of the company. A portion
    of company- reported non-recurring items is treated as an
    ongoing cost and Fitch assumes likely operating challenges at
    the time of distress.

-- An enterprise value (EV) multiple of 5.5x is used to calculate
    a post-reorganisation valuation and reflects a conservative
    mid-cycle multiple underlining the company's strategic
    challenges.

-- EUR3 million loans at operating subsidiaries will have
    priority over senior secured instruments.

-- Fitch estimates the total amount of secured debt for claims at
    EUR1,112 million, which includes EUR462 million senior secured
    term loans and EUR650 million secured notes.

-- Fitch estimates expected recoveries for senior secured debt at
    64%. This results in the senior secured debt being rated at
    'B'/'RR3', one notch above the IDR.

RATING SENSITIVITIES

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

-- Stabilisation of operating performance accompanied by stable
    subscriber metrics as well as EBITDA growth;

-- FFO gross leverage sustainably below 6.0x;

-- Adequate financing and liquidity to fund the fiber rollout.

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

-- FFO gross leverage above 8.0x on a sustained basis without a
    clear path for deleveraging;

-- Continuing strategic challenges leading to lower revenue and
    EBITDA visibility;

-- Pressure on liquidity.

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: TC's liquidity is primarily cash on the
balance sheet from the EUR475 million cash equity injection in
April 2021. Adjusting for the EUR360 million debt reduction and
transaction fees, Fitch estimates TC to have close to EUR100
million of cash at end-1H21. Fitch expects the company to keep a
substantial amount of cash on its balance sheet to address
working-capital swings and other liquidity needs.

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.



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

ARBOUR CLO VII: Fitch Affirms B- Rating on Class F Notes
--------------------------------------------------------
Fitch Ratings has affirmed Arbour CLO VII DAC's notes and revised
the Outlooks on the class D, E and F notes to Stable from
Negative.

     DEBT                RATING           PRIOR
     ----                ------           -----
Arbour CLO VII DAC

A XS2092169817     LT  AAAsf   Affirmed   AAAsf
B-1 XS2092170401   LT  AAsf    Affirmed   AAsf
B-2 XS2092171128   LT  AAsf    Affirmed   AAsf
C XS2092171805     LT  Asf     Affirmed   Asf
D XS2092172449     LT  BBB-sf  Affirmed   BBB-sf
E XS2092173173     LT  BB-sf   Affirmed   BB-sf
F XS2092173330     LT  B-sf    Affirmed   B-sf

TRANSACTION SUMMARY

The transaction is a cash flow CLO, mostly comprising senior
secured obligations. It is still within its reinvestment period and
is actively managed by Oaktree Capital Management (UK) LLP.

KEY RATING DRIVERS

Stable Asset Performance: Arbour CLO VII DAC was above par by 0.15%
as of the latest investor report dated 28 May 2021. It was passing
all portfolio profile tests, collateral quality tests and coverage
tests except for the Fitch weighted average rating factor (WARF)
test (33.59 versus a maximum of 33) and the Fitch weighted average
recovery rate (WARR) test (63.20% versus a minimum of 63.60%). It
had no exposure to defaulted assets.

Resilient to Coronavirus Stress: The affirmations reflect the
broadly stable portfolio credit quality since July 2020. The class
D, E and F notes show a shortfall in the sensitivity analysis Fitch
ran in light of the coronavirus pandemic, but Fitch has revised
their Outlooks to Stable as the shortfall is small and driven only
by the back-loaded default scenario, which is not an imminent risk.
Fitch has updated its CLO coronavirus stress scenario to assume
half of the corporate exposure on Negative Outlook is downgraded by
one notch instead of 100%.

'B/B-' Portfolio: Fitch assesses the average credit quality of the
obligors in the 'B' category. The Fitch WARF calculated by Fitch
(assuming unrated assets are CCC) and by the trustee for Arbour CLO
VII DAC's current portfolio was 33.79 and 33.59, respectively,
versus the maximum covenant of 33.00. The Fitch WARF would increase
by 1.3 after applying the coronavirus stress.

High Recovery Expectations: Senior secured obligations comprise at
least 93% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch WARR of the current portfolio by
Fitch's calculation is 61.1%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is no more than 13.4%, and no obligor represents more
than 1.9% of the portfolio balance.

Model-implied Ratings Deviation: The class E and F notes' ratings
are one notch higher than the model-implied ratings (MIR). The
current ratings are supported by the stable asset performance since
the last rating action in July 2020 and available credit
enhancement. The class F notes' deviation from the MIR reflects
Fitch's view that the tranche has a significant margin of safety
due to available credit enhancement. 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:

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

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

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

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

Coronavirus Severe Downside Stress

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The severe downside stress
incorporates a single-notch downgrade to all the corporate exposure
on Negative Outlook. This scenario results in a maximum of
one-notch downgrade across the capital structure.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

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


BRIDGEPOINT CLO 2: Moody's Assigns B3 Rating to EUR10.5MM F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
definitive ratings to notes issued by Bridgepoint CLO 2 Designated
Activity Company (the "Issuer"):

EUR211,000,000 Class A Senior Secured Floating Rate Notes due
2035, Definitive Rating Assigned Aaa (sf)

EUR19,000,000 Class B-1 Senior Secured Floating Rate Notes due
2035, Definitive Rating Assigned Aa2 (sf)

EUR18,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2035,
Definitive Rating Assigned Aa2 (sf)

EUR26,250,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned A3 (sf)

EUR20,250,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned Baa3 (sf)

EUR20,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned Ba3 (sf)

EUR10,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 85% ramped up as of the closing date
and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will be
acquired during the six month ramp-up period in compliance with the
portfolio guidelines.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer has issued EUR29,300,000 Subordinated Notes due 2035 which
are not rated.

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

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

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR350,000,000

Diversity Score: 48

Weighted Average Rating Factor (WARF): 3108

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 5.50%

Weighted Average Recovery Rate (WARR): 44%

Weighted Average Life (WAL): 8.5 years


BRIDGEPOINT CLO 2: S&P Assigns B- Rating on Class F Notes
---------------------------------------------------------
S&P Global Ratings assigned credit ratings to Bridgepoint CLO 2
DAC's class A to F European cash flow CLO notes. At closing, the
issuer also issued unrated subordinated notes.

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.5 years after
closing.

The ratings reflect S&P's assessment of:

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

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

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

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

  Portfolio Benchmarks
                                                     CURRENT
  S&P weighted-average rating factor                2,812.76
  Default rate dispersion                             437.98
  Weighted-average life (years)                         5.77
  Obligor diversity measure                           111.46
  Industry diversity measure                           17.19
  Regional diversity measure                            1.22

  Transaction Key Metrics
                                                     CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                       B
  'CCC' category rated assets (%)                       1.57
  Covenanted 'AAA' weighted-average recovery (%)       35.24
  Covenanted weighted-average spread (%)                3.50
  Reference weighted-average coupon (%)                 5.50

  Unique Features

  Loss mitigation obligations

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

The purchase of loss mitigation obligations is not subject to the
reinvestment criteria or the eligibility criteria. It receives no
credit in the principal balance definition, although where the loss
mitigation loan meets the eligibility criteria with certain
exclusions, it is accorded defaulted treatment in the par coverage
tests. The transaction documents limit the CLO's exposure to loss
mitigation obligations that can be acquired with principal proceeds
to 3% of the target par amount.

The issuer may purchase loss mitigation obligations using either
interest proceeds, principal proceeds, or amounts standing to the
credit of the collateral enhancement account. The use of interest
proceeds to purchase loss mitigation obligations is subject to the
manager determining there are sufficient interest proceeds to pay
interest on all the rated notes and that all coverage tests would
pass on the upcoming payment date. The usage of principal proceeds
is subject to the following conditions:

-- Par coverage tests passing following the purchase;

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

-- The obligation is a debt obligation that is pari passu or
senior to the obligation already held by the issuer, with its
maturity falling before the rated notes' maturity date and not
purchased at a premium.

To protect the transaction from par erosion, any distributions
received from loss mitigation loans that are either (i) purchased
with the use of principal, or (ii) purchased with interest or
amounts in the collateral enhancement account but which have been
afforded credit in the coverage test, will irrevocably form part of
the issuer's principal account proceeds and cannot be
recharacterized as interest.

Rating rationale

S&P said, "We understand that at closing the portfolio will 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 EUR350 million target par
amount, the covenanted weighted-average spread (3.50%), the
covenanted weighted-average coupon (5.50%), and the covenanted
weighted-average recovery rates for the 'AAA' rating level. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

"Our cash flow analysis also considers scenarios where the
underlying pool comprises 100% of floating-rate assets (i.e., the
fixed-rate bucket is 0%) and where the fixed-rate bucket is full
(in this case, 10%). In latter scenarios, the class F cushion is
negative. Based on the portfolio's actual characteristics and
additional overlaying factors, including our long-term corporate
default rates and the class F notes' credit enhancement (7.00%), we
believe this class is able to sustain a steady-state scenario,
where the current market level of stress and collateral performance
remains steady. Consequently, we have assigned our 'B- (sf)' rating
to the class F notes, in line with our criteria..

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

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

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

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

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our ratings
are commensurate with the available credit enhancement for the
class A to F notes. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B-1 to E notes
could withstand stresses commensurate with the same or 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.

"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 recent
publication.

"With regards the class F notes, as our ratings analysis makes
additional considerations before assigning ratings in the 'CCC'
category, we would assign a 'B-' rating if the criteria for
assigning a 'CCC' category rating are not met."

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries: oil
and gas, controversial weapons, pornography or prostitution,
tobacco, gambling, payday lending, opioid manufacturing and
distribution, and ozone depleting substances. 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."

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

  Ratings List

  CLASS    RATING     AMOUNT    INTEREST RATE (%)    CREDIT
                    (MIL. EUR)                     ENHANCEMENT (%)
  A        AAA (sf)    211.00      3mE + 0.90         39.71
  B-1      AA (sf)      19.00      3mE + 1.65         29.00
  B-2      AA (sf)      18.50            2.00         29.00
  C        A (sf)       26.25      3mE + 2.00         21.50
  D        BBB (sf)     20.25      3mE + 3.00         15.71
  E        BB- (sf)     20.00      3mE + 5.79         10.00
  F        B- (sf)      10.50      3mE + 8.44          7.00
  Sub      NR           29.30             N/A           N/A

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


CAIRN CLO X: Moody's Affirms B2 Rating on EUR10.6MM Class F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Cairn
CLO X Designated Activity Company (the "Issuer"):

EUR223,000,000 Class A-R Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

EUR28,000,000 Class B-1-R Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR10,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2031, Definitive Rating Assigned Aa2 (sf)

EUR15,700,000 Class C-1-R Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned A2 (sf)

EUR10,000,000 Class C-2-R Senior Secured Deferrable Fixed Rate
Notes due 2031, Definitive Rating Assigned A2 (sf)

EUR17,100,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Definitive Rating Assigned Baa2 (sf)

At the same time, Moody's affirmed the outstanding notes which have
not been refinanced:

EUR25,050,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Oct 25, 2018
Assigned Ba2 (sf)

EUR10,600,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Oct 25, 2018
Assigned B2 (sf)

RATINGS RATIONALE

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

Moody's rating affirmation of the Class E notes and Class F Notes
are a result of the refinancing, which has no impact on the ratings
of the notes.

As part of this refinancing, the Issuer has extend the weighted
average life by nine months to January 2028. It will amend certain
definitions including the definition of "Adjusted Weighted Average
Rating Factor" and minor features. In addition, the Issuer has
amended the base matrix and modifiers that Moody's has taken into
account for the assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans and senior secured
bonds and up to 10% of unsecured senior loans, second-lien loans,
high yield bonds and mezzanine loans.

Cairn Loan Investments LLP will continue to manage the CLO. It will
direct the selection, acquisition and disposition of collateral on
behalf of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's remaining
reinvestment period which will end in April 2023. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit risk obligations and credit improved
obligations.

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

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Performing par and principal proceeds balance: EUR365.0 million

Diversity Score: 46

Weighted Average Rating Factor (WARF): 3053

Weighted Average Spread (WAS): 3.70%

Weighted Average Recovery Rate (WARR): 43.0%

Weighted Average Life (WAL): 6.78 years


CVC CORDATUS XIV: Fitch Assigns Final B- Rating on Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XIV DAC
refinancing notes final ratings and affirmed the class X, E and F
notes.

    DEBT               RATING               PRIOR
    ----               ------               -----
CVC Cordatus Loan Fund XIV DAC

A-1-R            LT  AAAsf   New Rating   AAA(EXP)sf
A-2-R            LT  AAAsf   New Rating   AAA(EXP)sf
A-3-R            LT  AAAsf   New Rating   AAA(EXP)sf
B-1-R            LT  AAsf    New Rating   AA(EXP)sf
B-2-R            LT  AAsf    New Rating   AA(EXP)sf
C-R              LT  Asf     New Rating   A(EXP)sf
D-R              LT  BBB-sf  New Rating   BBB-(EXP)sf
E XS1964661422   LT  BB-sf   Affirmed     BB-sf
F XS1964661851   LT  B-sf    Affirmed     B-sf
X XS1964658394   LT  AAAsf   Affirmed     AAAsf

TRANSACTION SUMMARY

CVC Cordatus Loan Fund XIV DAC is a cash flow collateralised loan
obligation (CLO) actively managed by the manager, CVC Credit
Partners European CLO Management LLP. The reinvestment period is
scheduled to end in February 2023. At closing of the refinance, the
class A to D notes have been issued and the proceeds used to
refinance the existing notes. The class X, E, F and subordinated
notes have not been refinanced.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the current
portfolio is 32.7.

Recovery Inconsistent with Criteria (Negative): The Fitch weighted
average recovery rate (WARR) of the portfolio is 64.3% under
Fitch's criteria and 66.0% under the recovery rate definition in
the transaction documents. The recovery rate provision does not
reflect the latest rating criteria, so assets without a recovery
estimate or recovery rate by Fitch can map to a higher recovery
rate than the criteria. Fitch has applied a haircut of 1.5% to the
WARR in the breakeven default rate analysis of the transaction
stress portfolio, in line with the average impact on the WARR of
EMEA CLOs following the criteria update.

Diversified Portfolio (Positive): The transaction has two matrices
corresponding to two 10 largest obligors limit at 18.0% and 26.5%,
respectively. The portfolio is more diversified with 120 issuers
versus 97 issuers modelled in the transaction's stressed portfolio.
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 that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a 2.4-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.

Liquidity Facility (Neutral): The transaction features a EUR2
million liquidity facility that will be available for the payment
of any shortfall in amounts due and payable under the interest
proceeds priority of payments during the reinvestment period,
subject to certain conditions. In Fitch's view, the facility is not
a rating-material structural feature in the cash flow analysis,
given the small amount and moderate margin.

WAL Extended (Neutral): The weighted average life (WAL) covenant
has been extended by 15 months to 7.7 years. The reference WA fixed
coupon has been updated to 4.0%. In the analysis of the updated
matrix, the notes show a maximum shortfall of -2.7% and -3.5% at
the current class E and F notes' ratings, respectively.

Model-implied Rating Deviation: The class E and F notes' ratings
are one notch above the model-implied ratings (MIR) based on the
transaction's stressed portfolio analysis. Both classes show
cushion based on the current portfolio and coronavirus baseline
analysis, which is used for surveillance. The ratings are supported
by the good performance of the existing CLO, as well as the
significant default cushion against downgrade based on the
portfolio, due to the cushion between the transaction's covenants
and the portfolio's parameters, including the higher diversity (by
obligors) of the portfolio.

Furthermore, the class F notes displays a margin of safety given
the credit enhancement level. The notes do not present a "real
possibility of default", which is the definition of 'CCC' in
Fitch's Rating Definitions.

RATING SENSITIVITIES

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modelling process uses the modification
of these variables to reflect asset performance in upside and
downside environments. The results below should only be considered
as one potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.

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

-- A 25% reduction of the mean default rate (RDR) across all
    ratings and a 25% increase in the recovery rate (RRR) across
    all ratings will result in an upgrade of no more than five
    notches across the structure, apart from the class X and A
    notes, which are already at the highest rating on Fitch's
    scale and cannot be upgraded.

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

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

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

-- A 25% increase of the mean RDR across all ratings and a 25%
    decrease of the RRR across all ratings will result in
    downgrades of up to five notches across the structure.

Coronavirus Baseline Scenario Impact

Fitch carried out a sensitivity analysis on the target portfolio to
envisage the coronavirus baseline scenario. The agency notched down
the ratings for half of assets with corporate issuers on Negative
Outlook regardless of sector. This scenario shows resilience of the
assigned ratings, with a cushion across all the notes.

Coronavirus Downside Scenario Impact

Fitch also considers a sensitivity analysis that contemplates a
more severe and prolonged economic stress. The downside sensitivity
incorporates a single-notch downgrade to all Fitch-derived ratings
of assets with corporate issuers on Negative Outlook regardless of
sector. Under this downside scenario, all classes pass the current
ratings.

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

CVC Cordatus Loan Fund XIV 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.

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.


DRYDEN 66 EURO: Fitch Affirms B- Rating on Class F Notes
--------------------------------------------------------
Fitch Ratings has revised Dryden 66 Euro CLO 2018 BV junior notes'
Outlook to Stable from Negative.

       DEBT                    RATING           PRIOR
       ----                    ------           -----
Dryden 66 Euro CLO 2018 B.V.

Class A XS1908334292     LT  AAAsf   Affirmed   AAAsf
Class B-1 XS1908334458   LT  AAsf    Affirmed   AAsf
Class B-2 XS1908334706   LT  AAsf    Affirmed   AAsf
Class C XS1908335000     LT  Asf     Affirmed   Asf
Class D XS1908335349     LT  BBB-sf  Affirmed   BBB-sf
Class E XS1908335695     LT  BB-sf   Affirmed   BB-sf
Class F XS1908337394     LT  B-sf    Affirmed   B-sf

TRANSACTION SUMMARY

Dryden 66 Euro CLO 2018 BV is a cash flow CLOs mostly comprising
senior secured obligations. The transactions is still within its
reinvestment period and is actively managed by PGIM Limited.

KEY RATING DRIVERS

Resilient to Coronavirus Stress: The revision of Outlook on the
class E and F notes to Stable from Negative and Stable Outlooks on
the A, B-1 and B-2, C, and D notes reflect the default-rate
cushions in the sensitivity analysis Fitch ran in light of the
coronavirus pandemic. Fitch has recently updated its CLO
coronavirus stress scenario to assume that half of the corporate
exposure on Negative Outlook is downgraded by one notch, instead of
100%. The affirmations reflect the broadly stable portfolio credit
quality of the transaction since November of last year.

Broadly Stable Asset Performance: The transaction's metrics are
broadly similar to those at the last rating action in September
2020. The transaction was above par by 52bp as of the investor
report on 31 May 2021, which is higher than in September 2020 when
it was 4bp above par. The transaction was passing all portfolio
profile tests, collateral quality tests and coverage tests except
for another agency's and Fitch's weighted average rating factor
(WARF) tests. Exposure to assets with a Fitch-derived rating (FDR)
of 'CCC+' and below was 5.75% (excluding non-rated assets). The
transaction had EUR2.79 million in defaulted assets.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors in the 'B'/'B-' category for the transaction. The WARF
as calculated by Fitch was 34.74 (assuming unrated assets are
'CCC') and as calculated by the trustee was 34.46, both above the
maximum covenant of 34. The Fitch WARF would increase by 1.15 after
applying the coronavirus baseline stress.

High Recovery Expectations: Senior secured obligations plus cash
comprise 93.87% of the portfolio. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 23.05%, and no obligor represents more than 2.96%
of the portfolio balance.

RATING SENSITIVITIES

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

-- At closing, Fitch used a standardised stressed 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 through natural credit
    migration, but also through reinvestments.

-- Upgrades may occur after the end of the reinvestment period 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:

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

Coronavirus Downside Sensitivity

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress. The downside sensitivity
incorporates a single-notch downgrade to all FDRs on Negative
Outlook, which will will result in downgrades of no more than one
notch for Dryden 66 Euro CLO 2018 B.V..

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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


HARVEST CLO XIV: Fitch Affirms B+ Rating on Class F Debt
--------------------------------------------------------
Fitch Ratings has affirmed upgraded six tranches of Harvest CLO XIV
DAC and affirmed the others.

      DEBT                  RATING          PRIOR
      ----                  ------          -----
Harvest CLO XIV DAC

A-1A-R XS1700423798   LT  AAAsf  Affirmed   AAAsf
A-2-R XS1700424333    LT  AAAsf  Affirmed   AAAsf
B1-R XS1700425066     LT  AAAsf  Upgrade    AA+sf
B2-R XS1700425736     LT  AAAsf  Upgrade    AA+sf
C-R XS1700426387      LT  AAsf   Upgrade    A+sf
D-R XS1700426973      LT  Asf    Upgrade    BBBsf
E-R XS1700427518      LT  BB+sf  Upgrade    BBsf
F XS1299708716        LT  B+sf   Upgrade    B-sf

TRANSACTION SUMMARY

Harvest CLO XIV DAC is a cash flow CLO. The portfolio is managed by
Investcorp Credit Management EU Limited and the reinvestment period
ended in November 2019.

KEY RATING DRIVERS

Amortisation Supports Upgrades (Positive): The upgrades reflect the
transaction's significant deleveraging over the last 12 months. The
class A-1A-R / A-2-R notes have paid down by EUR97 million over the
last 12 months, increasing credit enhancement on the senior notes
to 54.9% from 41.0%.

The CLO is currently prohibited from reinvesting the sale proceeds
of credit-impaired obligations, credit-improved obligations and
unscheduled principal proceeds as several reinvestment conditions
are not satisfied. The weighted average life test, Fitch 'CCC'
limit, another agency's Caa limit, Fitch weighted average rating
factor (WARF) test and another agency's WARF test are currently
being breached.

Asset Performance Resilient to Pandemic (Neutral): The transaction
has not been reinvesting since the last annual review as it does
not satisfy several post reinvestment period criteria. Asset
performance has been resilient to the pandemic. It is 1.0% below
par as of the latest investor report available. All coverage tests
are passing. Exposure to assets with a Fitch-derived rating of
'CCC+' and below is 12.4% (or 13.4% including the unrated names,
which Fitch treats as 'CCC' per its methodology, while the manager
can classify as 'B-'), compared with the 7.5% limit. The exposure
to defaulted assets was reported at EUR6.6 million.

Resilient to Coronavirus Stress (Positive): The rating actions
reflect the deleveraging since Fitch's last review. The Stable and
Positive Outlooks on the tranches reflect the large default rate
cushion in the sensitivity analysis ran in light of the coronavirus
pandemic. Fitch has updated its CLO coronavirus stress scenario to
assume half of the corporate exposure on Negative Outlook is
downgraded by one notch instead of 100%.

Deviation from Model-implied Rating (Neutral): The class D-R notes
have been upgraded to 'Asf', which is a deviation from the
model-implied rating of 'A+sf'. The one-notch deviation reflects
the very low default rate cushion at 'A+sf' and that the
model-implied rating would not be resilient to the Covid-19
baseline scenario.

Positive Outlook Reflects Expected Deleveraging (Positive): The
Positive Outlooks on the class C-R and D-R notes signal the higher
likelihood of upgrade should the portfolio continue to amortise and
the capital structure continue to build-up credit enhancement.

Average Credit-Quality Portfolio (Neutral): Fitch assesses the
average credit quality of the obligors in the 'B'/'B-' category.
The Fitch WARF calculated by Fitch of the current portfolio as of
19 June 2021 is 36.46 while it was reported as 35.98 against a
maximum of 34.00 in the 28 May 2021 monthly report. The Fitch WARF
would increase to 37.9 after applying the coronavirus stress.

High Recovery Expectations (Positive): Senior secured obligations
comprise 98.7% of the portfolio. 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 current portfolio was reported by the trustee at
59.8% as of 28 May 2021 compared with a minimum of 59.45%.

Amortising Portfolio Remains Diversified (Neutral): The portfolio
has become more concentrated as it continues to amortise (by EUR97
million over the last 12 months) but remains well diversified
across obligors, countries and industries despite the amortisation.
The top 10 obligor concentration is 17.4% and no obligor represents
more than 2.0% of the portfolio balance. The largest Fitch industry
represents 15.9% and three largest Fitch industries 40.5%, which is
above their limits of 15% and 35%, respectively.

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 three notches across the structure.

-- Except for the class A-1A-R, A-2-R, B-1-R and B-2-R notes,
    which are already at the highest rating on Fitch's scale and
    cannot be upgraded, upgrades may occur in case of better than
    expected portfolio credit quality and deal performance,
    leading to higher credit enhancement and excess spread
    available to cover for losses on the remaining portfolio. The
    other tranches could be upgraded if the notes continue to
    amortise, leading to higher credit enhancement across the
    structure and the portfolio quality remains stable.

Factors 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 up to five notches depending on the
    notes.

-- While not Fitch's base case scenario, downgrades may occur if
    build-up of the notes' credit enhancement following
    amortisation does not compensate for a higher loss expectation
    than initially assumed due to unexpected high level of default
    and portfolio deterioration. As the disruptions to supply and
    demand due to the Covid-19 disruption become apparent for
    other sectors, loan ratings in those sectors would also come
    under pressure. Fitch will update the sensitivity scenarios in
    line with the view of Fitch's Leveraged Finance team.

Coronavirus Potential Severe Downside Stress Scenario:

Fitch has added a sensitivity analysis that contemplates a more
severe and prolonged economic stress caused by a re-emergence of
infections in the major economies. The potential severe downside
stress incorporates the following stresses: applying a notch
downgrade to all the corporate exposure on Negative Outlook. All
ratings would be resilient to this scenario, except for the class
D-R notes, which would be downgraded by one notch.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Harvest CLO XIV 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.


PERIOD DOOR: May Face Liquidation, Owes More Than EUR3.8 Million
----------------------------------------------------------------
The Irish Times reports that Period Door Properties Ltd, a company
which sought High Court protection after its profitable luxury
property rental business was dramatically hit by pandemic
lockdowns, may face winding up rather than going down the
examinership route, a judge was told on June 30.

PDP rents whole houses in upmarket areas of Dublin from landlords
and then sublets individual rooms in those properties.

On June 30, Mr. Justice Michael Quinn granted a request from Ken
Fogarty SC, for the company, to adjourn the matter to allow for
further contact with the firm's creditors and to fully consider
whether examinership is "the best route" for it, The Irish Times
relates.  Its creditors include Ulster Bank, Revenue and the
landlords, The Irish Times discloses.

According to The Irish Times, PDP managing director Geoff Hogan
said in an affidavit the lockdowns and restrictions on people's
movements led to around half of PDP's sub-tenants moving out,
generally to return to their family homes, and some 20 per cent
stopping rent payments.

Mr. Hogan on June 15 asked the High Court for protection by
appointing Andrew Feighery, of CGC Associates accountants, so that
a scheme can be arrived at to allow the firm to deal with its
creditors and ensure its survival as the economy returns to normal,
The Irish Times recounts.

PDP's liabilities exceed its assets by some EUR3.8 million and it
is unable to pay its debts as they fall due, according to an
independent accountant appointed by the company, The Irish Times
states.  However, the accountant also said if court protection is
granted it has a reasonable prospect of survival subject to the
appointment of the examiner and the cooperation of creditors, The
Irish Times notes.

The June 15 examinership petition was refused and adjourned until
June when Mr. Justice Quinn adjourned it again to July 15 following
a request from Mr. Fogarty, according to The Irish Times.


RRE 2 LOAN: Moody's Assigns Ba3 Rating to EUR20MM Class D-R Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to the Notes issued by RRE 2 Loan
Management Designated Activity Company (the "Issuer"):

EUR300,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2035, Definitive Rating Assigned Aaa (sf)

EUR20,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned Ba3 (sf)

RATINGS RATIONALE

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

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-1 Notes,
Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes, and
Class E Notes due 2032 (the "Original Notes"), previously issued on
June 26, 2019 (the "Original Closing Date"). On the refinancing
date, the Issuer will use the proceeds from the issuance of the
refinancing notes to redeem in full the Original Notes.

On the Original Closing Date, the Issuer also issued EUR42,300,000
of Subordinated Notes, which will remain outstanding.

In addition to EUR300,000,000 Class A-1-R Senior Secured Floating
Rate Notes due 2035 and EUR20,000,000 Class D-R Senior Secured
Deferrable Floating Rate Notes due 2035 rated by Moody's, the
Issuer will issue EUR47,500,000 Class A-2-R Senior Secured Floating
Rate Notes due 2035, EUR50,000,000 Class B-R Senior Secured
Deferrable Floating Rate Notes due 2035 and EUR32,500,000 Class C-R
Senior Secured Deferrable Floating Rate Notes due 2035 and
EUR11,340,000 of additional Subordinated Notes on the refinancing
date which are not rated by Moody's. The terms and conditions of
the subordinated notes will be amended in accordance with the
refinancing notes' conditions.

As part of this reset, the Issuer increased the target par amount
by EUR100,000,000 to EUR500,000,000, extended the reinvestment
period by 1 1/4 years to four years and the weighted average life
by 2 1/4 years to nine years. Certain concentration limits,
definitions and minor features have been amended. In addition, the
Issuer has amended the base matrix and modifiers that Moody's has
taken into account for the assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 92.5% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 7.5% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The portfolio is expected to be over 90% ramped as of the
closing date and to comprise of predominantly corporate loans to
obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired shortly after the issue date.

Redding Ridge Asset Management (UK) LLP ("Redding Ridge") will
continue to manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's 4-year reinvestment period.
Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations or
credit improved obligations.

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

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

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR500,000,000.00

Diversity Score(1): 44

Weighted Average Rating Factor (WARF): 3200

Weighted Average Spread (WAS): 3.40%

Weighted Average Coupon (WAC): 5.00%

Weighted Average Recovery Rate (WARR): 43.00%

Weighted Average Life (WAL): 9 years


RRE 2 LOAN: S&P Assigns BB- Rating to EUR20MM Class D Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to RRE 2 Loan
Management DAC's class A-1 to D reset notes. At closing, the issuer
also issued unrated subordinated notes.

The transaction is a reset of an existing transaction with an
upsize in note balances. The existing classes of notes were fully
redeemed with the proceeds from the issuance of the replacement
notes on the reset date on June 28, 2021.

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

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

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
our counterparty rating framework.
-- Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will permanently switch to semiannual payment.

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

  Portfolio Benchmarks
                                                         CURRENT
  S&P Global Ratings weighted-average rating factor     2,747.10
  Default rate dispersion                                 537.65
  Weighted-average life (years)                             5.23
  Obligor diversity measure                               144.83
  Industry diversity measure                               19.20
  Regional diversity measure                                1.27

  Transaction Key Metrics
                                                         CURRENT
  Total par amount (mil. EUR)                                500
  Defaulted assets (mil. EUR)                                  0
  Number of performing obligors                              176
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                         'B'
  'CCC' category rated assets (%)                           0.69
  'AAA' actual weighted-average recovery (%)               36.98
  Covenanted weighted-average spread (%)                    3.48
  Reference weighted-average coupon (%)                     5.00

Workout obligations

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

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

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

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

-- The obligation is a debt obligation;

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

-- Its maturity date falls before the rated notes' maturity date;
It is not purchased at a premium; and

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

Using interest proceeds, provided that:

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

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

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

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

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

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

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. S&P said, "Therefore, we have conducted our credit
and cash flow analysis by applying our criteria for corporate cash
flow CDOs. As such, we have not applied any additional scenario and
sensitivity analysis when assigning ratings to any classes of notes
in this transaction."

S&P sid, "In our cash flow analysis, we used the EUR500 million
target par amount, the covenanted weighted-average spread (3.48%),
the reference weighted-average coupon (5.00%), and the identified
portfolio weighted-average recovery rates as indicated by the
collateral manager. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category. Our credit and cash flow analysis indicates that the
available credit enhancement for the class A-2 to D notes could
withstand stresses commensurate with higher ratings than those we
have assigned. However, as the CLO will be in its reinvestment
phase starting from closing, during which the transaction's credit
risk profile could deteriorate, we have capped our 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.

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

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

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

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

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
controversial weapons, nuclear weapons, thermal coal, oil and gas,
pornography or prostitution, opioid manufacturing or distribution,
and hazardous chemicals. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

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

  Ratings Assigned

  CLASS   RATING*     AMOUNT    SUB (%)   INTEREST RATE§
                    (MIL. EUR)
  A-1     AAA (sf)    300.00     40.00    Three/six-month EURIBOR
                                            plus 0.86%
  A-2     AA (sf)      47.50     30.50    Three/six-month EURIBOR
                                            plus 1.45%
  B       A (sf)       50.00     20.50    Three/six-month EURIBOR
                                            plus 2.05%
  C       BBB- (sf)    32.50     14.00    Three/six-month EURIBOR
                                            plus 3.05%
  D       BB- (sf)     20.00     10.00    Three/six-month EURIBOR
                                            plus 5.80%
  Sub notes   NR       53.64     N/A      N/A

*The ratings assigned to the class A-1 and A-2 notes address timely
interest and ultimate principal payments. The ratings assigned to
the class B, C, and D notes address ultimate interest and principal
payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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




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

PLT VII FINANCE: Fitch Affirms B Rating on EUR75MM Tap Issue
------------------------------------------------------------
Fitch Ratings has affirmed PLT VII Finance S.a r.l.'s (Bite)
Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook
following the company's EUR75 million tap issue. Fitch has also
affirmed Bite's senior secured notes at 'B+'/'RR3/55%, which takes
into account the increase in total senior secured debt.

The affirmation reflects that the increase in debt is offset by
revenue and EBITDA growth. Bite has successfully sustained its
market positions in the Baltic region, and a rapid expansion in its
broadband franchise through both organic growth and acquisitions
enables it to remain strongly competitive. The company's funds from
operations (FFO) gross leverage is high - Fitch projects it at 5.8x
at end-2021 - and likely to be maintained in the 5x-6x range with
no expected debt prepayments.

KEY RATING DRIVERS

Covid-19 Impact Contained: Bite has successfully withstood pandemic
pressures in 2020, and Fitch believes they will be a less
significant issue in 2021, following a mass vaccination campaign in
the region. Telecoms and digital revenues have been resilient to
the pandemic impact and this trend is unlikely to change. The
growth outlook is helped by broader macroeconomic stabilisation.
Fitch expects real GDP to grow by 3.0% in 2021 and 4.9% in 2022 in
Latvia, and by 2.3% and 3.5% in Lithuania.

Strong Rebound in Media: Fitch expects a strong rebound in media
services after a heavy pandemic-driven hit in 2020. TV advertisers
dramatically reduced their spending following Covid-19 lockdowns,
but this trend quickly reversed with revenues recovering to
pre-pandemic levels. Media service revenue was only 1% lower yoy
in1Q21. However, Fitch believes traditional advertising is in a
structural decline globally and Fitch expects advert-based revenues
to trail GDP growth in the medium term and be more susceptible to
any pandemic-related pressures.

Sustainable Market Positions: Bite has defended its service revenue
share in Latvia and Lithuania during the market's pandemic
contraction and subsequent rebound and Fitch expects the company to
retain its strong market positions. Bite's share of the mobile
service market (by revenue) was stable at around 33% in Lithuania
and 25% in Latvia in 2017-2019, by the company's estimates. Bite
operates in three-operator markets, with the same set of mobile
competitors in Latvia and Lithuania.

Rational Competition: The lack of any significant mobile virtual
network operators (MVNOs) and the clear brand positioning of each
of the network operators helps sustain a degree of service
differentiation, reducing direct price competition. Bite positions
itself as an innovative operator with an emphasis on a higher
average revenue per user (ARPU) customer base, while Tele2 pursues
a strategy of perceived price leadership and Telia-controlled
operators focus on exploiting their status as established
incumbents with superior network quality.

Growing Broadband Contribution: Bolt-on acquisitions in 2020
significantly strengthened Bite's fixed broadband positions,
allowing the company to offer fully converged fixed-mobile services
in key territories, including use of regulated access to the
incumbent's fixed network in Lithuania. Both Lithuania and Latvia
have been spared aggressive fixed-mobile bundling competition so
far, but Fitch views the ability to offer bundled services as a
strategic advantage that can help maintain Bite's competitive
position. Fixed-broadband and pay-TV segment accounted for 23% of
1Q21 service revenues compared with 15% a year ago.

Sustained Low Capex: Fitch expects Bite to sustain its efficient
capex profile, with average capex/revenue ratio of around 9%-10% in
the medium term. The company has a comfortable spectrum portfolio
in Latvia and Lithuania, with overall spectrum per head of
population over twice the EU average in both countries. The
geographical topology in Bite's area of operations is benign, with
no extremely densely populated cities and no wide "white" spots.
These two factors are the key contributors to Bite's capex
efficiency.

The company's network sharing joint venture (JV) with Tele2 is
likely to bring in only limited synergies as the regulator is
opposed to full spectrum sharing.

5G Plans Manageable: The company's pursued goal of winning a 5G
license in Estonia but also spectrum auction costs in Latvia and
Lithuania are likely to be financially manageable, by Fitch's
estimates. Fitch expects that the forthcoming 5G auctions may lead
to only a moderate spike in capex reflective of generally low
historical spectrum costs and long payment extension period in the
region.

Strong FCF Generation: Fitch projects Bite to sustain strong
pre-dividend free cash flow (FCF) generation as a high single-digit
to low double-digit percentage of reported revenue, supported by an
EBITDA margin of more than 30% on service revenues, low taxes
typical for the Baltics (which Fitch projects to remain below 3% of
service revenue on average), and moderate capex (at around 9%-10%
of revenue on average).

High but Manageable Leverage: Fitch expects Bite's FFO gross
leverage at 5.8x at end-2021, comfortably below Fitch's 6.0x
downgrade trigger. Fitch projects the impact of the EUR75 million
tap debt issue to be fully offset by the revenue and EBITDA
recovery from fewer pandemic-related restrictions in 2021.
Deleveraging will be supported by low to mid-single digit revenue
growth in 2022-2024 and modest margin improvement.

Fitch assumes that most of the company's pre-dividend FCF will be
paid as dividends as there are few significant restrictions on
shareholder distributions. The company will retain only the minimum
amount necessary for its operations on its balance sheet.

DERIVATION SUMMARY

Bite is significantly smaller (by absolute scale) than most mobile
and telecoms peers with comparable ratings, but it is larger than
Melita Bidco Limited (B+/Stable), which operates in the small but
highly consolidated domestic market of Malta. Bite benefits from
operating in less-congested three-operator mobile markets with no
significant MVNO presence, similar to Crystal Almond Intermediary
Holdings Limited (Wind Hellas; B/Negative) in Greece, the rating of
which reflects its weak FCF generation.

Bite is highly cash flow generative, with a pre-dividend FCF margin
in high single digits, potentially consistent with a higher rating
category, but it is more leveraged than most of its higher-rated
peers, such as Telenet Group Holding N.V. (BB-/Stable) and eircom
Holdings (Ireland) Limited (B+/Positive).

KEY ASSUMPTIONS

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

-- Low single-digit mobile service revenue growth in 2021-2024;

-- Media revenue largely recovering to pre-pandemic levels in
    2021;

-- Above 10% yoy growth in broadband revenues in 2021 on the back
    of bolt-on acquisitions in 2020;

-- EBITDA margin modestly improving to around 35% of service
    revenues in 2022-2023 from 34% in 2021;

-- Taxes at below 3% of service revenue on average;

-- Capex at around 9%-10% of revenue on average in 2021-2024;

-- Around EUR20 million of cash on the balance sheet to cover
    operating needs, with all extra cash up-streamed as dividends.

Key Recovery Rating Assumptions

-- The recovery analysis assumes that Bite would be considered a
    going concern in bankruptcy and that the company would be
    reorganised rather than liquidated.

-- Fitch has assumed a 10% administrative claim.

-- Fitch re-estimates post-restructuring going concern EBITDA of
    EUR100 million, which would be consistent with Bite generating
    positive pre-dividend FCF at below 5% of revenues

-- Fitch uses an enterprise value multiple of 5.0x to calculate a
    post-reorganisation valuation.

-- Fitch calculates the recovery prospects for the senior secured
    instruments at 55%, assuming the super senior secured
    revolving credit facility (RCF) of EUR50 million is fully
    drawn, which implies a one-notch uplift of the ratings
    relative to the company's IDR to arrive at 'B+' with a
    Recovery Rating of 'RR3' for the company's EUR725 million of
    senior secured debt.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

-- FFO gross leverage sustained below 5x;

-- Continued strong pre-dividend FCF generation, while
    maintaining competitive positions in Latvia and Lithuania.

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

-- FFO gross leverage above 6x on a sustained basis;

-- A significant reduction in pre-dividend FCF generation driven
    by competitive or regulatory challenges.

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: Fitch views Bite's liquidity as
satisfactory. It is primarily in the form of its EUR50 million RCF,
which Fitch expects to be supplemented by EUR10 million-EUR20
million of cash on the balance sheet. This is likely to be
sufficient to address its operating needs and to cover small
bolt-on acquisitions. The company's refinancing risk is limited in
the next few years as all debt instruments, including both floating
and fixed-rate senior secured notes, mature in January 2026.

ISSUER PROFILE

Bite is a mobile-centric operator in Latvia and Lithuania with
growing broadband/pay-TV segments and substantial advertised-based
free-to-air TV revenues across the Baltics.




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

TITAN HOLDINGS II: Fitch Gives 'CCC+(EXP)' Rating to Upcoming Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Titan Holdings II B.V.'s (TH;
B(EXP)/Stable) upcoming notes an expected subordinated rating of
'CCC+(EXP)'/'RR6'.

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

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

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

KEY RATING DRIVERS

High Leverage: TH's leverage will be high following Crown Holdings,
Inc's planned sale of 80% of TH and the issue of a EUR1.2 billion
term loan TLB and EUR375 million notes. This will push total debt
to EUR1.9 billion. Fitch expects TH's funds from operations (FFO)
gross leverage to be 9.0x by end-2021, which is higher than most
Fitch-rated peers. Fitch expects gradual deleveraging in the medium
term but forecast FFO gross leverage to remain relatively high at
7.2x by 2024.

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

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

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

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

Sustained Positive FCF from 2022: Fitch forecasts sustained
positive FCF generation of 5%-7% from 2022, which should provide
deleveraging capacity, supported by Fitch's expectation of an
improving EBITDA margin and no dividend payment. TH's pre-dividend
FCF margin in 2019-2020 was strong, in the range of 4%-6%, with
capex limited to 1.5%-2.0% of revenue. Management plans to increase
its capex to about 2.5% of revenue during 2021-2024 to support
profitability growth. Fitch expects marginal FCF in 2021 to be
eroded with increased capex and additional expenses of about EUR125
million following the transaction.

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

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

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

DERIVATION SUMMARY

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

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

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

KEY ASSUMPTIONS

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

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

-- EUR1,175 million TLB due 2028;

-- EUR375 million notes due 2029;

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

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

-- No dividend payments;

-- No M&A.

KEY RECOVERY ASSUMPTIONS

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

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

-- A 10% administrative claim.

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

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

-- Fitch estimates the total amount of senior debt claims at
    EUR1,825 million, which includes a EUR275 million senior
    secured revolving credit facility (RCF), EUR1,175 million
    senior secured TLB and EUR375 million subordinated notes.

-- The allocation of value in the liability waterfall results in
    recovery corresponding to RR3/55% recovery for the TLB
    (EUR1,175 million) and a recovery corresponding to RR6/0% for
    the subordinated notes (EUR375 million).

RATING SENSITIVITIES

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

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

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

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

-- FFO interest coverage below 2.5x;

-- Negative FCF margin on sustained basis;

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

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

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

Following the proposed issue of a EUR1.2 billion secured TLB and
EUR375 million notes, TH will have no scheduled debt repayment
until its bullet maturities in 2028. Fitch-adjusted short-term debt
is represented by drawn factoring facilities totalling EUR362
million at end-2020. This debt self-liquidates with factored
receivables.

ISSUER PROFILE

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

ESG CONSIDERATIONS

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




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SISTEMA PUBLIC: Fitch Raises LT IDR to 'BB', Outlook Stable
-----------------------------------------------------------
Fitch Ratings has upgraded Sistema Public Joint Stock Financial
Corporation's Long-Term Issuer Default Rating (IDR) to 'BB' from
'BB-'. The Outlook is Stable.

The upgrade reflects improvements in the company's operating
profile arising from the more mature stage of development of its
major assets, accompanied by reduction in FX risks. The upgrade
also takes into account the increase in asset liquidity following
the recent initial public offerings (IPOs) of Ozon and Segezha.

The improvements in the company's profile and asset liquidity
result in net debt to dividend income leverage thresholds for any
given rating category for Sistema widening by 0.5x. Fitch has also
changed Fitch's rating approach to using Fitch's Investment Holding
Companies (IHC) criteria instead of the general Corporate Rating
Criteria.

KEY RATING DRIVERS

Stronger Operating Profile: Sistema's assets, such as Segezha
(forestry), Steppe (agriculture) and Medsi (medical clinics), have
reached a more mature stage over the past few years. This is
evidenced by an increase in assets, profitability and the start of
dividend payments from maturing businesses. The cumulative revenue
of Segezha, Steppe and Medsi has almost doubled and cumulative
OIBDA has nearly tripled since 2017 (revenue: RUB127 billion in
2020 vs. RUB66 billion in 2017; OIBDA: RUB34 billion in 2020 vs.
RUB13 billion in 2017).

Improved Asset Liquidity: The IPOs of Ozon (online marketplace) in
November 2020 and Segezha in April 2021 significantly improved
liquidity and the valuations of key Sistema assets. The market
valuation of Sistema's share in Ozon and Segezha exceeded that of
its share in its key asset, PJSC Mobile TeleSystems (MTS;
BB+/Stable), as of June 2021. The company has four listed assets in
its portfolio - MTS, Ozon, Segezha and Etalon Group (real estate
developer). It plans to float Steppe and Medsi in the next two
years. In addition, MTS Bank, a subsidiary of MTS, is considering
an IPO in 2022.

Robust Results, Good Diversification: Sistema demonstrated strong
consolidated results amid the coronavirus pandemic. Its revenue
grew by 5.7% to RUB692 billion (USD9.6 billion) and EBITDA by 6.9%
to RUB193 billion (USD2.7 billion) in 2020. The positive trend
continued in 1Q21. Good asset diversification helps maintain
revenue stability at the group level and dividends at the holding
level, even during crisis periods.

FX Risks Removed: Sistema repaid its last Eurobond in May 2019 and
fully redeemed its US dollar-denominated SSTL put option to the
Russian government by end-2020. As a result, the company had no
foreign-currency debt at the holdco level at end-2020, compared
with 18% of euro and US dollar denominated debt at end-2018.

Shift to IHC Methodology: The shift to Fitch's IHC criteria from
the Corporate Rating Criteria reflects changes in Sistema's
operating profile and business mix between controlling versus
non-controlling stakes and the increasing number of listed assets.
MTS remains the major source of dividend income for Sistema and
accounts for the majority of Sistema's consolidated EBITDA.
However, MTS's contribution to Sistema's proportionately
consolidated revenue, excluding assets with minority stakes, e.g.
Ozon, and MTS Bank, was only 54% in 2020.

Fitch believes Sistema has changed its focus from holding
controlling stakes to increasing the value of its stakes and their
liquidity. These are attributes of an investment holding company,
as defined by Fitch's IHC criteria, rather than a group of
consolidated entities.

'bb' BISA Driven by MTS: The weighted-average credit quality of
dividend flows from Sistema's subsidiaries corresponds to a 'bb+'
rating, supported by MTS's Standalone Credit Profile of 'bbb-'.
This results in 'bb' blended income stream assessment (BISA),
reflecting a one-notch discount for structural subordination of
dividends. Fitch does not apply any uplift to BISA for dividend
diversification. Around 75% of Sistema's dividend income (including
share buy backs from subsidiaries) is derived from MTS, which has a
full rating analysis.

Supplementary Factors Neutral to Ratings: Fitch currently considers
IHC criteria's supplementary factors as neutral for Sistema's
ratings. The company benefits from relative dividend stability, its
ability to influence dividend distribution and good record of
successful investments. These are counterbalanced by a somewhat
opportunistic financial policy, interest coverage weaker than peers
(below 2.5x in the forecast period) and relatively high leverage,
defined as net debt to dividend income and other forms of recurring
income. Fitch envisages the leverage to be above 4.5x in 2021,
gradually declining to 4.1x in 2023.

Lower Weight of LTV: Fitch gives lower weight to loan-to-value
(LTV) than cash-flow based factors such as interest coverage and
leverage. This avoids rating volatility, given that there is a
limited period of observation of Ozon's and Segezha's shares
trading.

DERIVATION SUMMARY

Sistema's credit profile is primarily driven by its ability to
control cash flows, upstream dividends from MTS and other
subsidiaries, and monetise its investments in other assets. This is
overlaid by a significant debt burden at the holdco level and the
substantial associated interest expense, which consumes a material
part of cash inflows to Sistema from its subsidiaries. Sistema's
ratings are underpinned by MTS's robust financial profile, in which
the company has a 50% controlling stake.

Ordu Yardimlasma Kurumu (Oyak) Holding (BB-/Stable) is the closest
peer for Sistema. Similar to Sistema, Oyak has investments in
various segments, including controlling stakes in some assets and
has high dependence on dividends from a single entity, Erdemir.
Oyak's Standalone Credit Profile is 'bb', but its IDR is restricted
by Turkey's Country Ceiling.

Sistema also has some similarities with higher rated investment
holding companies Criteria Caixa, S.A., Unipersonal (BBB+/Negative)
and CDP RETI S.p.A. (BBB-/Stable). Criteria Caixa has a higher
leverage, but is much more diversified and mainly owns minority
stakes in international blue-chip companies. It has very strong
liquidity, and conservative financial and investment policy. CDP
RETI is less diversified than Sistema, but has lower cash inflows
concentration, lower leverage and strong interest coverage. CDP
RETI benefits from the stable performance of its assets, which have
higher investment grade ratings.

Russia's low-scored operating environment has a moderate impact on
Sistema's ratings.

KEY ASSUMPTIONS

-- Dividends from MTS (after tax) of around RUB23 billion
    annually in 2021-2024;

-- Proceeds from MTS's share buybacks of RUB7.5 billion a year in
    2021-2024;

-- Dividends from other subsidiaries of around RUB9 billion in
    2021 and around RUB10 billion annually in 2022-2024;

-- General and administration expenses, interest and taxes at the
    holdco level on average at RUB30 billion-RUB31 billion a year
    in 2021-2024;

-- No significant cash outflows on acquisitions in 2021-2024, not
    accompanied by corresponding cash inflows from disposals;

-- Dividend payments to Sistema's shareholders of RUB3 billion in
    2021, RUB4 billion in 2022, and RUB5 billion annually in 2023
    2024;

-- Cash outflow for share buy-backs of RUB2.4 billion in 2021 and
    RUB3.0 billion in 2022.

RATING SENSITIVITIES

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

-- Strengthening in the credit quality of Sistema's asset
    portfolio, leading to a BISA of 'bb+' or above.

-- Sustained increase in diversification of dividend income.

-- Sustained deleveraging at the holdco level to below 3.5x net
    debt to dividends and other forms of recurring income.

-- Maintaining sufficient liquidity combined with interest
    coverage ratio at holdco level sustained above 2.5x (defined
    as normalised recurring cash inflows from subsidiaries divided
    by interest expense).

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

-- Weakening in the credit quality of Sistema's assets portfolio,
    leading to a BISA of 'bb-' or below.

-- Deterioration in liquidity of assets, arising from a portfolio
    reshuffle or delisting of major assets.

-- Loss of ability to influence dividend distribution at MTS.

-- A protracted rise in net debt to dividends and other forms of
    recurring income to above 4.5x at the holdco level.

-- Interest coverage ratio at holdco level sustainably below
    2.0x.

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

Comfortable Liquidity: Sistema had comfortable liquidity at
end-March 2021, supported by a cash balance of RUB13 billion,
Fitch-forecast proceeds from dividends and share buy-backs of RUB80
billion in the next two years and significant amount of committed
credit lines. This compares well with RUB47 billion of debt
maturing in 2021-2022.

ISSUER PROFILE

Sistema is a diversified holding company with its key asset a
controlling stake in MTS, a large telecom operator in Russia.
Sistema also holds minority and controlling stakes in companies
operating in e-commerce, forestry, agriculture, pharma, healthcare,
utilities and real estate segments.




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AUTONORIA SPAIN 2021: Moody's Assigns B1 Rating to EUR20MM F Notes
------------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to notes issued by AUTONORIA SPAIN 2021 FONDO DE
TITULIZACION (the "Issuer"):

EUR790,000,000 Class A Asset Backed Floating Rate Notes due Jan
2039, Definitive Rating Assigned Aa1 (sf)

EUR55,000,000 Class B Asset Backed Floating Rate Notes due Jan
2039, Definitive Rating Assigned Aa2 (sf)

EUR50,000,000 Class C Asset Backed Floating Rate Notes due Jan
2039, Definitive Rating Assigned A2 (sf)

EUR40,000,000 Class D Asset Backed Floating Rate Notes due Jan
2039, Definitive Rating Assigned Baa2 (sf)

EUR30,000,000 Class E Asset Backed Floating Rate Notes due Jan
2039, Definitive Rating Assigned Ba2 (sf)

EUR20,000,000 Class F Asset Backed Floating Rate Notes due Jan
2039, Definitive Rating Assigned B1 (sf)

Moody's has not assigned a rating to the Class G Asset Backed Fixed
Rate Notes due Jan 2039 amounting to EUR15,000,000.

RATINGS RATIONALE

The transaction is a one year revolving cash securitisation of auto
loans extended to obligors in Spain by Banco Cetelem S.A.U. (Banco
Cetelem, NR). Banco Cetelem, acting also as servicer in the
transaction, is a specialized lending company 100% owned by BNP
Paribas Personal Finance (Aa3/P-1/Aa3(cr)/P-1(cr)).

The portfolio of underlying assets consists of auto loans
originated in Spain. The loans are originated via intermediaries or
directly through physical or online point of sale and they are all
fixed rate, annuity style amortising loans with no balloon or
residual value risk, the market standard for Spanish auto loans.

The final portfolio will be selected at random from the portfolio
to match the final note issuance amount.

As of May 25, 2021, the pool had 97,911 loans with a weighted
average seasoning of 1.5 years, and a total outstanding balance of
approximately EUR1.1 billion. The weighted average remaining
maturity of the loans is 68.3 months. The securitised portfolio is
highly granular, with top 10 borrower concentration at 0.07% and
the portfolio weighted average interest rate is 7.15%. The
portfolio is collateralised by 64.6% new cars, 26.6% used cars,
6.0% recreational vehicles and 2.8% motos.

Moody's have received a breakdown of vehicles by engine type and
emission standard. A high percentage of the portfolio (79.7%)
adhere to Euro 6 standards.

According to Moody's, the transaction benefits from credit
strengths such as the granularity of the portfolio, the excess
spread-trapping mechanism through a 5 months artificial write off
mechanism, the high average interest rate of 7.15% and the
financial strength of BNP Paribas Group. Banco Cetelem, the
originator and servicer, is not rated. However, it is 100% owned by
BNP Paribas Personal Finance (Aa3/P-1, Aa3(cr)/P-1(cr)).

However, Moody's notes that the transaction features some credit
weaknesses such as (i) a one year revolving structure which could
increase performance volatility of the underlying portfolio,
partially mitigated by early amortisation triggers, revolving
criteria both on individual loan and portfolio level and the
eligibility criteria for the portfolio, (ii) a complex structure
including interest deferral triggers for juniors notes, pro-rata
payments on all classes of notes after the end of the revolving
period, (iii) a fixed-floating interest rate mismatch as 100% of
the loans are linked to fixed interest rates and the classes A-F
are all floating rate indexed to one month Euribor, mitigated by
three interest rate swaps provided by Banco Cetelem (NR) and
guaranteed by BNP Paribas (Aa3(cr)/P-1(cr), Aa3/P-1)).

Moody's analysis focused, amongst other factors, on (1) an
evaluation of the underlying portfolio of receivables and the
eligibility criteria; (2) the revolving structure of the
transaction; (3) historical performance on defaults and recoveries
from the Q1 2011 to Q1 2021 vintages provided on Banco Cetelem's
total book; (4) the credit enhancement provided by the excess
spread and the subordination; (5) the liquidity support available
in the transaction by way of principal to pay interest for classes
A-E (and F-G when they become the most senior class) and a
dedicated liquidity reserve only for classes A-E, and (6) the
overall legal and structural integrity of the transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined the portfolio lifetime expected defaults of
4.0%, expected recoveries of 15.0% and portfolio credit enhancement
("PCE") of 15.0%. The expected defaults and recoveries capture
Moody's expectations of performance considering the current
economic outlook, while the PCE captures the loss Moody's expect
the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by Moody's
to calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
Moody's cash flow model to rate Auto and Consumer ABS.

Portfolio expected defaults of 4.0% are in line with Spanish Auto
loan ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the book of the originator, (ii) other similar
transactions used as a benchmark, and (iii) other qualitative
considerations.

Portfolio expected recoveries of 15.0% are lower than the Spanish
Auto loan ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.

PCE of 15.0% is in line with Spanish Auto loan ABS average and is
based on Moody's assessment of the pool taking into account (i) the
unsecured nature of the loans, and (ii) the relative ranking to the
originators peers in the Spanish and EMEA consumer ABS market. The
PCE level of 15.0% results in an implied coefficient of variation
("CoV") of approximately 51.60%.

CURRENT ECONOMIC UNCERTAINTY:

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

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

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
December 2020.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors or circumstances that could lead to an upgrade of the
ratings of the notes would be (1) better than expected performance
of the underlying collateral; (2) significant improvement in the
credit quality of Banco Cetelem; or (3) a lowering of Spain's
sovereign risk leading to the removal of the local currency ceiling
cap.

Factors or circumstances that could lead to a downgrade of the
ratings would be (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
Banco Cetelem; or (3) an increase in Spain's sovereign risk.


CELLNEX TELECOM: S&P Affirms BB+ ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on Cellnex Telecom S.A.

The outlook is stable because S&P assumes that Cellnex will
smoothly integrate the acquired assets and maintain a solid
operating track record, while keeping leverage well below 7x--the
maximum level it believes is commensurate with the rating.

The acquisition of CK Hutchison's 25,000 radio sites in six
European countries, Altice France S.A.'s 10,500 radio sites in
France, and about 14,000 sites in Poland from local operators Play
and Polkomtel leads to a considerable increase in scale, and
further broadens Cellnex's geographic reach and client diversity.
As of end-March 2021, the company estimates that it operates up to
129,000 sites, of which 21,000 through build-to-suit (BTS)
programs. This makes it by far the largest European tower company,
ahead of Vantage with about 40,000 sites, and ahead of the
U.S.-based No. 2 Crown Castle with about 40,000 and second only to
American Tower with about 187,000.

Cellnex's business risk profile is well ahead of its European
competitors', given its larger scale and diversity within the
European continent, solid operating track record, and independence
from telecommunications operators. It also compares favorably with
U.S. peers. It has broader client and market diversity than most of
its peers, exposure to highly rated European countries, and has a
very protective contracting policy, given its typically very long
contracts with an all-or-nothing clauses, and flexibility to shift
radio equipment to other towers as well as to decommission towers.
Still, U.S. tower companies benefit from robust price escalators,
and favorable characteristics of the more mature and consolidated
U.S. market compared with the fragmented European market where
network operators continue to hold a significant share of their
portfolios, which may lead to increased competition. The maturity
of the U.S. market also translates into higher colocation rates,
which translates to higher revenue per site.

Telecom tower services benefit from long-term and protective
contracts, strong local market shares, high barriers to entry, and
steadily increasing demand from telecom operators to expand 4G
coverage. There is also the need to increase the density of
capillary cellular networks (local networks using short-range
radio-access technologies to provide local connectivity to things
and devices) to facilitate timely 5G deployments. Recent 5G
frequency auctions across Europe have also come with added coverage
obligations for operators, which further enhances the high revenue
visibility of tower companies.

S&P said, "At this stage, we forecast leverage shooting up toward
6.0x by 2022, pro forma 12 months' contribution of acquired assets,
which is still well within the maximum of 7.0x we think is
commensurate with the rating. In addition, we believe financial
policy will remain supportive in the future, as illustrated by the
massive capital injection executed in 2019-2021.

"The outlook is stable because we anticipate that Cellnex will
benefit from its increasing scale and diversity, smoothly integrate
acquired businesses and transferred sites, and maintain its
adjusted debt to EBITDA at comfortably less than 7x.

"We could lower our rating on Cellnex if we anticipate that our
adjusted debt to EBITDA metric would rise above 7x on a prolonged
basis. We think underperformance could result from additional
debt-funded acquisitions, higher-than-expected shareholder
remuneration, or weaker organic revenue growth than we currently
anticipate in our base case, owing in particular to setbacks in
integrating acquired assets.

"We could raise the rating if our adjusted debt to EBITDA metric
for Cellnex stayed consistently below 6x. Although this level seems
achievable in our current base case, we see ratings upside as
remote at this stage, based on our view of likely additional
consolidation opportunities in the European towers market and
Cellnex's aggressive stance toward mergers and acquisitions (M&A).
We therefore do not perceive financial policy to be supportive for
a higher rating at this moment."

Simulated default assumptions

-- Year of default: 2026
-- Jurisdiction: Spain

Simplified waterfall

-- Gross enterprise value at default: EUR14.9 billion
-- Administrative costs: 5%
-- Net value available to creditors: EUR14.2 billion
-- Priority claims*: about EUR1.1 billion
-- Unsecured debt claims*: EUR13.1 billion
    --Recovery expectation: 50%-70% (capped estimate 65%)

*All debt amounts include six months of prepetition interest. RCF
assumed to be 85% drawn on the path to default.


LSFX FLAVUM: Moody's Rates New EUR270MM Term Loan Add-on 'B2'
-------------------------------------------------------------
Moody's Investors Service has affirmed LSFX Flavum Holdco, S.L.U.'s
(Altadia) B2 corporate family and B2-PD probability of default
rating. Concurrently Moody's has affirmed the B2 ratings of the
guaranteed senior secured bank credit facilities borrowed by LSFX
Flavum Bidco, S.A.U. Moody's also has assigned a B2 rating to the
proposed EUR270 million add-on to the existing guaranteed senior
secured term loan B issued by LSFX Flavum Bidco, S.A.U. The outlook
on the ratings of both entities has been changed to negative from
stable.

RATINGS RATIONALE

The outlook change to negative reflects the company distributing
around EUR345 million of dividends to its owner Lone Star by
increasing its existing term loan B by EUR270 million and reducing
cash on balances by around EUR80 million (the transaction), a shift
in financial policy which had not been incorporated in the rating
previously. Moody's notes that the proposed increase in Term Loan B
(TL B) by EUR270 million and proposed dividend of EUR345 million
are reflective of a high tolerance for financial risks and stretch
the boundaries of the current B2 rating, hence there is no scope
within the B2 rating for a higher dividend, additional dividend
distribution or larger M&A until the company has restored its
credit metrics back to more adequate levels for the B2 rating
category.

The rating affirmation reflects the strong operating performance
over recent quarters on the back of rising volumes and price
increases, however, Moody's see a risk that current strong
operating performance is unlikely to be sustained on an ongoing
basis, while performance should continue to benefit from the
realization of synergies of the recent acquisition of Rocher.
Altadia is currently experiencing very strong demand in its end
markets, which is likely to increase Moody's adjusted EBITDA
margins towards 19% by year end 2021. However, in 2022 EBITDA
margins are likely to decline to below 17%, due to Moody's
expectations that raw material prices will normalize and pent up
demand from the recovery of the Covid 19 will phase out. Over the
past 5 years adj EBITDA margins of Altadia (old Esmalglass
perimeter adjusted for Rocher) used to oscillate significantly
between 13% to 18%. The rating agency estimates that the Moody's
adj. leverage will increase from about 5.2x at year end 2020 pro
forma for the acquisition of Rocher to around 5.8x by year end 2021
and that leverage will increase to above 6.0x by year end 2022,
hereby exceeding Moody's guidance for the B2 rating.

The rating agency notes that the transaction comes shortly after
closing the transformative acquisition of the tile coatings
business (Rocher) of Ferro Corporation (Ba3 negative) in February
2021, which almost doubled the company's size. Altadia's management
targets significant net synergies of around EUR30 million from the
acquisition. Out of this EUR30 million EUR22.5 million of synergies
are targeted within the first 18 months following the closing of
the acquisition, which have the potential to raise Altadia's adj.
EBITDA margin by about 2.5% points. However, Moody's cautions the
timing and size of realizing targeted synergies and notes that
costs to realize these synergies (estimated at around EUR50 million
of P&L costs and capex investments) will offset most of the
positive impact on EBITDA and cash flow until the beginning of
2023.

Following the acquisition of Rocher, Moodys deems Altadia to be the
leading company in the global tile coatings market and to be well
positioned to capture underlying estimated market growth. The B2
rating continues to reflect the strong global market positions in
its product segments and its track record of bringing innovative
products to market and a flexible cost structure with around 80% of
cost being of variable nature. Moody's recognizes the robust cash
flow generation ability of the company. Moody's adjusted RCF/Debt
in 2021 is expected to be in the range of 5%-10% when normalized
for the material dividend of EUR345 million.

In addition to the high leverage, the rating is constrained by a
relative narrow product portfolio with exposure to the cyclical
construction sector. Raw material price fluctuations and price
pressure have in the past led to significant margin volatility and
continue to be a risk factor considering this transaction taking
place at a time of unprecedented high margin levels.

ESG CONSIDERATIONS

Typically for a private equity owned company Altadia's high
leverage is reflective of a financial policy characterized by a
high risk tolerance of the company and its sponsor as evidenced by
the dividend distribution of around EUR345 million to Altadia's
owner Lonestar only one quarter following the closure of the
transformative Rocher acquisition.

LIQUIDITY PROFILE

Altadia's liquidity profile is adequate. Liquidity sources consist
of around EUR73 million of cash on balance sheet as per end of May
2021 pro forma for the transaction and approximately EUR95 million
of availability under its undrawn revolving credit facility. In
combination with FFO generation of around EUR70million - EUR80
million in 2021, these sources should be more than sufficient to
accommodate capital expenditures of around EUR40 million and built
up in working capital due to increased raw material prices and
higher sales volumes.

STRUCTURAL CONSIDERATIONS

The EUR945 million TLBs and EUR95 million revolving credit facility
are rated B2, in line with the company's CFR. The instrument rating
reflects the dominance of these instruments in the capital
structure and the fact that the RCF and TLBs share the same
guarantor coverage and collateral.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook on Altadia's rating reflects Moody's
expectation that leverage will increase to above 6x over the next
12-18 months, once EBITDA margins normalize from currently very
high levels.

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

Moody's could consider downgrading Altadia's rating if Moody's
adjusted leverage would remain above 6x and if the company's EBITDA
margin would decline to the low teens both on a sustainable basis.
A downgrade would also be likely if RCF/debt declined to below 5%
on a sustained basis or there would be a substantial weakening of
the company's liquidity profile.

Conversely, Moody's would consider upgrading Altadia's rating if
Moody's adjusted leverage would decline to below 5.0x and its
EBITDA margin would remain well above 15%, both on a sustainable
basis. An upgrade furthermore would require Moody's adjusted
RCF/debt consistently exceeding the double digits.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

COMPANY PROFILE

Headquartered Villarreal, Spain, Altadia is global leading
manufacturer of intermediate products for the global ceramic tile
industry. The group's offering comprises a full range of products,
which determine the key properties of floor and wall tiles
including surface colors, glazing products and body coloring
materials. As of year end 2020 pro forma for the acquisition of
Rocher, the group reported sales of around EUR785 million and
EBITDA of about EUR146 million (company definition).


LSFX FLAVUM: S&P Alters Outlook to Stable & Affirms 'B' LT ICR
--------------------------------------------------------------
S&P Global Ratings revised the outlook on LSFX Flavum Bidco SL,
Altadia's intermediate parent company, to stable from negative and
affirmed its 'B' long-term rating on the company. At the same time,
S&P affirmed the 'B' issue credit rating on its term loan B,
including the proposed EUR270 million add-on.

The stable outlook indicates that S&P expects Altadia to maintain
solid performance while smoothly integrating its new business, with
annual free operating cash flow (FOCF) of over EUR60 million.

S&P said, "As macroeconomic conditions improve, we expect Altadia
to report resilient performance over 2021-2022. In 2020, Altadia's
pro forma sales declined by about 9%, compared with the previous
year. However, its profitability significantly improved, boosted by
structurally lower overhead costs and gross margin improvement. We
expect it to retain this strong momentum as the building materials
market remains well-oriented, particularly for the renovation
end-market. We understand that Altadia is also performing strongly
and gaining market shares in some of its key markets, such as
Brazil and Algeria. As of May 2021, sales over that last 12 months
had increased by 14% compared with end-2020. The company reported
margins of above 20%."

The integration of Rocher is expected to be smooth and generate
synergies. The company effectively acquired Rocher in February
2021, and changed its name to Altadia. The anti-trust authorities
have not requested any material remediation actions, except the
disposal of a small business in Portugal, which represents less
than EUR1 million of EBITDA. S&P understands that the integration
of Rocher has not caused any business disruptions or operational
issues. Rocher's margins are also higher than previously expected,
thanks to lower overheads costs and larger gross margins.
Management anticipates about EUR30 million of annual synergies in
the medium term.

S&P said, "We forecast FOCF in excess of EUR60 million in
2021-2022. In 2020, the company generated FOCF of about EUR55
million, supported by the company's strong performance, decreasing
working capital, and lower capital expenditure (capex) levels. In
2021, we anticipate that free cash flows will be slightly impaired
by the replenishment of the working capital and integration costs
associated with the acquisition of Rocher. In the medium term, we
forecast that FOCF will exceed EUR100 million.

"Although leverage is expected to increase, we forecast that it
will remain commensurate with the 'B' rating. Altadia is
contemplating a EUR270 million add-on to its term loan B. The
add-on, combined with on-balance-sheet cash, will fund a dividend
of about EUR345 million to the shareholders, Lone Star. Pro forma
the transaction, we forecast that S&P Global Ratings-adjusted
leverage will rise to 5.8x-6.1x, from 5.0x in 2020. However,
adjusted leverage remains below our downgrade trigger of 6.5x.
Leverage is still contained by the company's strong performance and
profitability. In our view, the planned dividend demonstrates
financial sponsor Lone Star's aggressive financial policies. It is
unlikely that Lone Star will prioritize a reduction in gross
financial leverage in the coming years."

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

The stable outlook indicates S&P's view that Altadia will continue
to demonstrate solid performance, while smoothly integrating its
new business. Its annual FOCF is forecast at over EUR60 million.

S&P could lower the ratings if:

-- The group experienced severe margin pressure or operational
issues, leading to much lower FOCF;

-- Adjusted debt to EBITDA remained above 6.5x over a prolonged
period;

-- Liquidity pressure arose;

-- Altadia and its sponsor were to follow a more aggressive
strategy with regards to higher leverage or shareholder returns.

In S&P's view, the probability of an upgrade over our 12-month
rating horizon is limited, given the group's high leverage. Private
equity ownership could increase the possibility of higher leverage
or shareholder returns. For this reason, S&P could consider raising
the rating if:

-- Adjusted debt-to-EBITDA reduced consistently to below 5x;

-- Funds from operations (FFO) to debt increased consistently to
above 12%; and

-- Altadia and its owners showed commitment to lowering and
maintaining leverage metrics at these levels.




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

BURY FC: Administrator Expects More Offers to Emerge
----------------------------------------------------
Neil Hodgson at TheBusinessDesk.com reports that two offers have
been made to rescue Bury Football Club since its administration
last November, but both came to nothing.

However, administrator Steven Wiseglass, of Inquesta Corporate
Recovery & Insolvency, believes more approaches for the club will
emerge, TheBusinessDesk.com notes.

In an update on the administration in papers filed at Companies
House, Wiseglass outlines the progress so far.

The notes reveal that the club has a total liability of
GBP12,545,559, including GBP979,062 owed to HMRC, which has, in
fact, submitted a claim for GBP1,403,537 in respect of direct
taxes, VAT, and non-VAT liability, TheBusinessDesk.com discloses.

Trade and expense creditors account for GBP2,964,511, while
GBP7,113,480 is owed to RCR Holdings, an Oldham company which
bought a GBP7.1 million debt owed by Bury for GBP70,000,
TheBusinessDesk.com states.

Employee claims amount to GBP1,143,232, according to
TheBusinessDesk.com.  The notes show the sum owed to former owner,
Steve Dale, is "unknown".

The Bury Football Club Company Ltd was placed in administration
last November with the aim of rescuing it as a going concern,
enabling the club to seek readmission to the football pyramid
system, TheBusinessDesk.com recounts.

Since the administrator's appointment there have been a number of
expressions of interest in buying the club from independent third
parties, TheBusinessDesk.com relays.

The update revealed that 19 expressions of interest were received,
TheBusinessDesk.com discloses.

Following this, nine non-disclosure agreements were returned and
signed. This led to two offers, TheBusinessDesk.com says.

Ultimately, one offer was not acceptable as the secured lender
would not agree to deferred terms of repayment, according to
TheBusinessDesk.com.

The second party, who was going to provide the necessary funds to
propose a CVA (Company Voluntary Arrangement), ultimately withdrew
this offer during the due diligence process, TheBusinessDesk.com
notes.

In May this year, Mr. Wiseglass put the club's Gigg Lane stadium on
the market and appointed Fleurets as the agent to sell the stadium,
TheBusinessDesk.com relays.

The stadium is freehold, and unconditional offers are being sought
for the entire property.

Fleurets has conducted a marketing campaign and spoken with a
number of interested parties, and discussions continue with these
parties.

A preliminary deadline for offers has been set for August 5, 2021,
TheBusinessDesk.com discloses.

Remaining assets, including plant and machinery and office
equipment, are also available, but the administrator is awaiting
the outcome of any successful purchase of the stadium and will
allow any purchaser the option to purchase these assets as part of
any sale and, or any wider transaction for the rescue of the
company, TheBusinessDesk.com states.

In the event that a purchaser does not want to buy these assets, it
is likely they will be disposed of by way of auction, according to
TheBusinessDesk.com.  If a CVA is approved, they will be returned
to the company, TheBusinessDesk.com notes.


DLG ACQUISITIONS: S&P Alters Outlook to Stable & Affirms 'B' ICR
----------------------------------------------------------------
S&P Global Ratings affirmed its long-term issuer credit rating on
DLG Acquisitions Ltd., the parent of U.K.-based TV production
company All3Media Group, at 'B', its 'B' issue rating on the
group's senior secured debt, and its 'CCC+' issue rating on the
second-lien term loan. The recovery ratings on the debt are
unchanged at '3' and '6' respectively.

The stable outlook reflects S&P's expectation that production will
continue to ramp up, leading to an improvement in the company's
leverage in the second half of 2021 and into 2022.

S&P expects performance to improve in the second half of 2021 and
into 2022, as All3 Media continues to ramp up production and
delivers shows.

All3 Media restarted production at the end of 2020, after a
significant disruption resulting from the pandemic and related
social-distancing measures. S&P said, "In our view, All3 Media will
grow its business on the back of strong global demand for content
and by targeted acquisitions that will be mainly financed by the
group's shareholders. Revenue growth will be supported by
deliveries in Silverback, Little Dot, and All3 Media USA, given
strong commissioning. During 2020, Little Dot and All3 Media USA
grew by 31% (albeit from a low base) and 5% respectively, despite
the pandemic's impact, and we expect the positive trend will
continue. In our view, the effect on production from potential
further lockdowns would likely be limited, given that production
continued during the first quarter of 2021 despite lockdown in the
U.K., and because the autumn months are mostly focused on editing,
which can be done remotely."

Recovery of All3 Media's credit measures will likely trail business
recovery.Although we project revenue in 2021 to be higher than in
2019, EBITDA will be burdened by incremental costs for health and
safety measures because of the pandemic, with an S&P Global
Ratings-adjusted EBITDA margin at about 9.5%. S&P said, "Therefore,
we expect leverage to remain about 8x-9x in 2021, and free
operating cash flow (FOCF) to be negative owing to a reversal in
working capital as production ramps up. We project earnings to
recover in 2022, with an improvement in margin, leverage falling
toward 6x and positive FOCF generation. However, we see a risk that
deliveries could shift from 2021 into 2022, which would delay
deleveraging to 2022."

The rating continues to reflect All3Media's operations in the
highly competitive and fragmented television program production and
distribution market. The nature of the industry is volatile, and
the group's operating performance and credit metrics are subject to
the unpredictable tastes of TV audiences and potential delays in
timing of show delivery and financing. The group's modest size
compared with larger vertically integrated peers such as ITV PLC
(owner of ITV Studios), and independent studios such as Banijay,
also constrains the ratings.

All3Media benefits from leading positions in its main markets in
the U.K. and Germany, and is expanding its presence in the buoyant
U.S. market. It has a balanced mix of scripted (about 30%) and
nonscripted content across numerous genres and its top 10 shows
accounted for 36% of total revenue in 2020. Over the past years,
the customer mix has been shifting from traditional free-to-air
broadcasters toward pay-TV and video-on-demand platforms, with
subscription video-on-demand (SVOD) and advertising video-on-demand
(AVOD) accelerating spending during 2020. In S&P's view, the latter
helps to grow and diversify the customer base.

S&P said, "Our rating incorporates the potential extraordinary
support that All3 Media could receive from its strategic owners.
All3 Media is a joint venture, 50/50 owned by Discovery Inc. and
Liberty Global PLC. We consider that both shareholders see their
investment in the group as important to their strategy of
increasing their presence in content production and broadening
their international reach. In our view, the potential for
extraordinary support is limited because none of the shareholders
exercises full control of the company, provides debt guarantees, or
has cross default provisions."

The stable outlook indicates that, over the next 12 months, the
ramp up in production and deliveries will support adjusted EBITDA
increasing to GBP70 million-GBP75 million in fiscal year (FY)
ending Dec. 31, 2021. S&P said, "At the same time, we forecast
negative FOCF due to reversal of working capital in FY2021, turning
positive in FY2022. We expect a gradual recovery in adjusted
leverage to about 8x-9x in FY2021, and toward 6x in FY2022." The
outlook also assumes that the group will maintain its adjusted
EBITDA-to-cash-interest-coverage ratio at about 2x and liquidity
will remain adequate.

S&P could lower the rating over the next 12 months if:

-- S&P perceived that the likelihood of shareholder support had
declined from the level it currently incorporates in its rating;

-- All3 Media's earnings failed to recover as expected, with
weaker EBITDA, significantly negative FOCF for a sustained period.
This could occur if operations are disrupted for longer and there
is a reversal in the production trend seen since the end of 2020,
such that its capital structure became unsustainable over the long
term;

-- Adjusted EBITDA interest reduced to 1x or lower; or

-- S&P saw weaker liquidity with sources falling materially below
uses.

In S&P's view, an upgrade is currently unlikely. Over the longer
term, a positive rating action would depend on:

-- The company's ability to consistently grow the business;

-- The group's ability and willingness to reduce leverage and
maintain debt to EBITDA of less than 5x and EBITDA interest
coverage at least 2x on a sustainable basis. This could happen if
the company generated sufficient EBITDA and sustainable FOCF that
offered it the flexibility to self-finance strategic growth
initiatives and investment in working capital; and

-- The group maintaining its close strategic relationship with the
shareholders in the long term.


FINSBURY SQUARE 2021-1: S&P Assigns B(sf) Rating on X2 Notes
------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Finsbury Square
2021-1 Green PLC's (FSQ 2021-1) class A notes and class B-Dfrd to
X2-Dfrd interest deferrable notes. At closing, the issuer also
issued unrated Z-Dfrd notes and certificates.

This is a revolving RMBS transaction that securitizes a portfolio
of owner occupied and buy-to-let (BTL) mortgage loans secured on
properties in the U.K. The loans in the pool were originated by
Kensington Mortgages Company Ltd., a non-bank specialist lender.

The collateral comprises complex income borrowers with limited
credit impairments, and there is a high exposure to self-employed,
contractors, and first-time buyers.

The transaction benefits from liquidity provided by a general
reserve fund, and principal can be used to pay senior fees and
interest on the notes subject to various conditions.

A further liquidity reserve is funded if the general reserve fund
drops below 1.5%. Credit enhancement for the rated notes consists
of subordination from the closing date and the general reserve
fund.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average (SONIA), and the loans, which pay
fixed-rate interest before reversion.

At closing, the issuer used 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.

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

"Our analysis considers a transaction's potential exposure to ESG
credit factors. For RMBS, we view the exposure to environmental
credit factors as average, social credit factors as above average,
and governance credit factors as below average.

"We have considered the potential impact of the COVID-19 pandemic
on performance in our analysis. We have specifically focused on
evaluating the consequences of extended recovery periods and
potential credit performance deterioration in the securitized
assets. The assigned ratings remain robust under these stresses."

  Ratings Assigned

  CLASS     RATING      AMOUNT (GBP)
  A         AAA (sf)    639,375,000
  B-Dfrd    AA (sf)      65,625,000
  C-Dfrd    A+ (sf)      22,500,000
  D-Dfrd    CCC (sf)     22,500,000
  X1-Dfrd   BB (sf)      33,750,000
  X2-Dfrd   B (sf)       18,750,000
  Z-Dfrd    NR           15,000,000
  Certificates  NR       N/A

  NR--Not rated.
  TBD--To be determined.
  N/A--Not applicable.


GFG ALLIANCE: Gupta Withdraws From UK Parliamentary Hearing
-----------------------------------------------------------
Jim Pickard and Sylvia Pfeifer at The Financial Times report that
Sanjeev Gupta, the metals tycoon behind Liberty Steel, has
withdrawn from a UK parliamentary committee hearing next week that
he had hoped to use to mount a public defense of his business
dealings.

The business select committee had lined up the entrepreneur to quiz
him about how he rapidly built up his vast GFG Alliance, which
boasts US$20 billion of annual revenues, that is being investigated
by the Serious Fraud Office.

But, after taking legal advice, Mr. Gupta has informed the
committee he cannot speak out because of the ongoing investigations
into his empire and the commercial sensitivities, given that he is
trying to sell some of his assets, the FT relates.

Lawyers to GFG also curtailed the evidence given to the committee
by King & King, the small firm that audits dozens of Mr. Gupta's
companies, the FT notes.

Milan Patel, a partner at the firm, refused to answer questions
about GFG at a hearing earlier this week, citing a letter from its
lawyers on June 25 instructing him not to divulge confidential
client information, the FT relays.

MPs had hoped to grill the industrialist on what former prime
minister David Cameron has described as the "symbiotic
relationship" between GFG and Greensill Capital, one of its main
lenders, which went into administration in March, the FT states.

The SFO is currently investigating fraud, fraudulent trading and
money laundering at GFG including its financing arrangements with
Greensill, the FT discloses.  GFG has said it will co-operate with
the probe, according to the FT.

GFG said in a statement that it had been Mr. Gupta's "strong
desire" to give evidence.

However, following "legal advice", he had recognized that "efforts
to provide useful oral evidence to the committee at this stage are
likely to cause more frustration to its inquiries than benefit,
given the concurrency of the SFO's work", the FT relates.

GFG, the FT says, is in the middle of a restructuring to try and
put its businesses on a firmer footing and enable it to repay
creditors.


GREENSILL CAPITAL: Accused of Deliberately Deceiving Insurers
-------------------------------------------------------------
Robert Smith, Ian Smith and Olaf Storbeck at The Financial Times
report that Greensill Capital's insurers have claimed that the
collapsed finance company misled them, threatening to complicate
efforts by investors to recover losses stemming from the scandal.

The allegations are summarized in a report from the administrator
of Greensill's German banking subsidiary, which reveals the
insurers' arguments against paying out under some of the policies
they wrote, the FT discloses.

Insurance was at the heart of Greensill's business model, allowing
the SoftBank-backed supply chain finance group to transform lending
to often high-risk businesses into seemingly safe investments that
were then sold to investors across the world.

The events that ultimately led to Greensill's collapse in March
were set in motion after The Bond & Credit Co, an obscure
Australian insurer that provided much of the group's cover,
launched an investigation last year into one of its underwriters
and refused to renew its policies, the FT recounts.

Japanese insurance group Tokio Marine acquired a majority stake in
BCC from Insurance Australia Group (IAG) in 2019, the FT relays.

According to the administrator's report, IAG has argued that
Greensill Capital or Greensill Bank "made false statements" about
the insured claims and underlying businesses, adding that the
finance firm "potentially even deliberately deceived in advance",
the FT discloses.

The report added some of these claims related to companies
belonging to industrialist Sanjeev Gupta's GFG Alliance, one of
Greensill's biggest clients, the FT relates.  Another related to a
contract linked to Bluestone Resources, a US coal mining company
that has sued Greensill for alleged fraud, the FT states.

The report also states that Tokio Marine has challenged the
validity of an insurance policy related to GFG "on the same
grounds" as IAG, according to the FT.

A copy of another insurance policy provided by BCC to Greensill,
which was disclosed in an Australian court case earlier this year,
stated that it would be voided if the company knowingly made "false
or fraudulent statements", the FT notes.

The revelations in the report, a copy of which was seen by the FT,
will concern investors who regard insurance as one means of
recouping losses tied to Greensill, whose implosion mushroomed into
a financial and political scandal.


INEOS ENTERPRISES: Fitch Publishes FirstTime 'BB-' LongTerm IDR
---------------------------------------------------------------
Fitch Ratings has published INEOS Enterprises Holdings Limited's
(IE) first-time Long-Term Issuer Default Rating (IDR) of 'BB-' with
a Stable Outlook.

Fitch has also published INEOS Enterprises Holdings II Limited's
euro term loan B (TLB) and INEOS Enterprises Holdings US Finco
LLC's US dollar TLB senior secured ratings of 'BB+' with Recovery
Ratings of 'RR2'.

The IDR of IE is constrained by its moderate scale and margins, as
well as a complex group structure as the company is part of a wider
INEOS Limited, whose high M&A appetite translates into a risk of
dividends being up-streamed from IE. This risk is, however,
mitigated by the group's record of adherence to financial policies
and leverage targets, and capped by limitations of existing loan
documentation.

Rating strengths are IE's robust performance and delivered cost
savings throughout a challenging 2020 aided by the company's
end-market diversification, and forecast further credit metric
improvement. IE generated positive free cash flow (FCF), reduced
net debt by around 10% and reported funds from operations (FFO) net
leverage of 3.5x in 2020.

KEY RATING DRIVERS

Diversification Offsets Covid-19 Pressure: The pandemic-related
downturn affected 2020 sales volumes and earnings of IE's pigments
segment and, to a lesser extent, chemical intermediates segment.
Its composites segment remained resilient and the solvents segment
saw record earnings, the latter due to medical and personal hygiene
end-markets driving a price surge in isopropyl alcohol and
methanol. Overall the earnings diversification translated into 2020
reported EBITDA (excl. Fitch's IFRS 16 adjustment) of EUR390
million, in line with Fitch's mid-2020 expectations of around
EUR400 million.

Pigments to Recover Gradually: While lumber shortages and
Covid-related delays of construction projects pose a risk, Fitch
expects pigment demand and pricing to remain favourable in the near
term. This is based on a strong architectural do-it-yourself demand
and a higher percentage of value stabilisation contracts mitigating
any sharp price reductions, despite volume declines.

Composites' Resilience: Fitch treats the composites business as
specialty chemicals, with greater price resilience during
downturns, benefitting from higher barriers to entry, yet with more
significant volume risk. This was demonstrated in 2020 as sales
volumes dropped 10% yoy, although EBITDA (excl. segment's cost
savings) moderately increased. Some price resilience, cheaper
feedstock and accruing cost savings, however, more than offset
volume pressure and led to further EBITDA growth in 2020. Fitch
expects composites to continue contributing about 30% of IE's
revenue and EBITDA and add earnings stability to other, more
commoditised segments.

Earnings to Stabilise, Dynamics Mixed: For 2021-2022 Fitch expects
a general moderation of the currently inflated price environment
for solvents to be offset by a recovery in demand and sales volumes
in other segments. Fitch estimates IE's EBITDA (after Fitch's IFRS
16 adjustments) at EUR400 million in 2021 and EUR380 million in
2022 before gradually rebounding towards EUR400 million by 2024,
reflecting modest volume growth and residual cost savings accrued
and annualised.

Mixed Margins: Fitch expects IE's pigments segment to maintain one
of the highest EBITDA margins in the US market, underpinned by a
portfolio of premium titanium dioxide (TiO2) grades. Fitch views
composites' margins as marginally lower than those of larger-scale
investment-grade rated peers, yet resilient compared with the
group's wider product portfolio. Fitch expects solvents' and
intermediates' margins, particularly those in Europe, to be
dilutive for IE's overall margins in the medium term, despite
further cost-saving efforts for these segments.

Post-Acquisition Deleveraging to Slow: IE's current business scope
saw the first full-year consolidation of acquired businesses in
2020. IE entered 2021 with 3.5x FFO net leverage, which Fitch
expects to reduce towards 3x during 2021. Fitch expects leverage to
remain close to 3x through the cycle due to potential bolt-on M&A,
shareholder loan prepayment and/or dividend upstreaming. Fitch
expects, however, these outflows to be capped by IE's 3x net
debt-to-EBITDA internal target as well as by a 3x senior secured
debt/EBITDA incurrence test.

Strong Diversification: IE's four segments - pigments, composites,
solvents and intermediates - offer diversification across regions
as well as end-markets. Pigments and composites, jointly
contributing roughly two-thirds of consolidated EBITDA, are both
exposed to construction via coatings, polyvinylchloride,
engineering plastics or flooring uses. Solvents' and intermediates'
end-markets are diverse and include pharmaceutical, automotive,
textiles, mining etc.

Moderate Scale, Leader in Niche Segments: IE's operations are
dispersed across small to medium-scale plants with limited
integration or intra-group operational overlaps. With its moderate
scale (despite M&A-driven growth), IE holds leading positions in
certain niche markets including the top-two TiO2 supplier in the US
and top-three global niche positions in its composites portfolio.

Cost Savings Beyond Original Plan: IE has demonstrated significant
cost savings, which reached EUR95 million at end-1Q21. This level
is beyond the original plan of EUR63 million savings by end-1Q21.
Management expects further EUR25 million savings to be generated by
end-2023. Fitch incorporates these cost savings into Fitch's
forecasts but conservatively assume they will be accompanied by
comparable one-off implementation costs.

Rated on Standalone Basis: IE is part of a wider INEOS Limited.
Fitch rates the company on a standalone basis under Fitch's Parent
and Subsidiary Linkage Rating Criteria. The company operates as a
restricted group with no cross guarantees or cross default
provisions with INEOS Limited or other entities within the wider
group. Based on the record of IE and other INEOS Limited entities,
Fitch expects IE to slow deleveraging and deploy its cash flows in
line with its internal leverage target and dividend restrictions
stipulated in IE's loan documentation.

DERIVATION SUMMARY

IE, Ineos Group Holdings S.A. (IGH, BB+/Negative) and Ineos Quattro
Holdings Limited (BB/Stable) are independently managed subsidiaries
of INEOS Limited. All three companies have good operational,
regional and product diversification. Unlike IGH and Ineos Quattro,
IE has smaller scale and is only a regional leader in niche
chemical markets, yet with modestly higher margins.

IE's direct pigments peer is US-based Kronos Worldwide, Inc
(B+/Stable), which is twice larger in pigments by capacity but with
weaker margins and product concentration. Closest peers in
specialty chemicals are W.R. Grace & Co. (BB+/Rating Watch
Negative), H.B. Fuller Company (BB/Stable), Ingevity Corporation
(BB/Stable), all medium-sized specialty producers with market
leadership in niche segments. In the remaining two commoditised
segments IE's peers either include much larger OCI N.V. (BB/Stable)
with good regional and product diversification, or similar-scale
but single-site petrochemical manufacturers Petkim Petrokimya
Holdings A.S. (B/Stable) and PJSC Kazanorgsintez (B+/Stable).

IE's profitability during normal economic conditions is a
combination of a 25% EBITDA margin in TiO2, high-teens in
composites and low-teens in other segments, leading to an overall
16%-18% margin. This level is above that of H.B. Fuller, Petkim and
Kronos but lags behind other abovementioned chemical peers'. Fitch
expects IE's post-2021 FFO net leverage to settle at around 3x,
higher than for Kronos or Kazanorgsintez (both below 2x), but
comparable with other INEOS Limited companies and Ingevity, and
markedly below that of other peers (3.5x and above).

Compared with peers, IE's group structure is complex as the company
is part of a wider INEOS Limited embracing other businesses, mostly
in Europe, with a three-person private shareholding. INEOS Limited
has a long record of opportunistic M&A activities, which translates
into a higher risk of IE paying dividends to cover the group's
investment needs. In early 2019 and 2020, key INEOS Limited
businesses up-streamed one-off dividends, albeit shortly after
material deleveraging. The wider group complexity is mitigated by
the arm's-length basis and moderate scale of related-party
transactions, adherence to internal financial targets, adequate
financial reporting and lack of overly aggressive
shareholder-friendly actions.

KEY ASSUMPTIONS

-- Revenue growth at low-teens in 2021, driven by rising prices
    in composites, solvents and chemical intermediates, and volume
    recovery in composites intermediates. Revenue to show low
    single-digit increase over 2022-2024 as markets normalise and
    pigments volumes slightly increase;

-- EBITDA to remain comparable to 2020 levels, i.e. within EUR380
    million - EUR400 million (15%-16% margin), on strong price
    momentum in 2021, and annualised cumulative cost savings from
    2022 mitigating modest margin moderation;

-- Capex at EUR105 million in 2021 and EUR130 million per year
    thereafter on bolt-on growth initiatives (e.g. hygienics);

-- Shareholder distributions to commence from 2021 and to be
    commensurate with 3x internal net leverage target, turning
    post-dividend FCF margin towards neutral to moderately
    negative over the next four years.

RATING SENSITIVITIES

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

-- Significant improvement in scale and/or a record of more
    conservative financial policies underpinning FFO net leverage
    below 2.5x (gross: 3.0x) on a sustained basis.

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

-- Aggressive M&A or shareholder distributions leading to FFO net
    leverage above 3.5x (gross: 4.0x) on a sustained basis;

-- Protracted market pressure translating into EBITDA margins
    below 12% 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

Strong Liquidity: IE's cash balance of EUR262 million as of
end-2020 comfortably covered short-term debt of EUR38 million,
which mainly represents an amortising part of senior term loan due
2024. Fitch sees IE as a business with fundamentally positive
pre-dividend FCF generation through the cycle, serving as
additional liquidity support. An EUR300 million securitisation
facility matures in 2022 and was undrawn at end-2020. Debt
maturities remain modest over 2022-2023 as term loans, representing
the bulk of IE's outstanding debt, come due only in 2024 and 2026.

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.

ISSUER PROFILE

IE is a chemicals company that operates under the following
business segments: pigments, composites, solvents as well as
chemical intermediates. The company is an independently managed
subsidiary of INEOS Limited.


NEWDAY FUNDING 2021-2: Fitch Assigns B+(EXP) Rating on F Notes
--------------------------------------------------------------
Fitch Ratings has assigned NewDay Funding Master Issuer Plc -
Series 2021-2 notes expected ratings.

The Outlooks on notes rated 'Asf' or below are Negative, in line
with NewDay Funding's existing series. This reflects the
uncertainty about how borrowers will be affected by
coronavirus-related support measures coming to an end, especially
considering the non-prime nature of the pool. Fitch believes that
the ratings on the junior notes could be negatively affected in
case of a long-term deterioration of the trust performance.

The assignment of final ratings is contingent on the receipt of
final documentation conforming to information already reviewed.
Fitch expects to affirm NewDay Funding's existing series when it
assigns series 2021-2final ratings.

    DEBT                     RATING
    ----                     ------
NewDay Funding Master Issuer Plc

2021-2 Class A1   LT  AAA(EXP)sf  Expected Rating
2021-2 Class A2   LT  AAA(EXP)sf  Expected Rating
2021-2 Class B    LT  AA(EXP)sf   Expected Rating
2021-2 Class C    LT  A(EXP)sf    Expected Rating
2021-2 Class D    LT  BBB(EXP)sf  Expected Rating
2021-2 Class E    LT  BB(EXP)sf   Expected Rating
2021-2 Class F    LT  B+(EXP)sf   Expected Rating

TRANSACTION SUMMARY

The series 2021-2 notes will be collateralised by a pool of
non-prime UK credit card receivables. NewDay is one of the largest
specialist credit card companies in the UK, where it is also active
in the retail credit card market. However, the co-brand retail card
receivables do not form part of this transaction.

The collateralised pool consists of an organic book originated by
NewDay Ltd, with continued originations of new accounts, and a
closed book consisting of two legacy pools acquired by the
originator in 2007 and 2010. NewDay started originating accounts
within the legacy pools, albeit in low numbers, in 2015. The
securitised pool of assets is beneficially held by NewDay Funding
Receivables Trustee Ltd.

KEY RATING DRIVERS

Non-Prime Asset Pool: The portfolio consists of non-prime UK credit
card receivables. Fitch assumes a steady-state charge-off rate of
18%, with a stress on the lower end of the spectrum (3.5x for
'AAAsf'), considering the high absolute level of the steady-state
assumption and low historical volatility in charge-offs.

As is typical in the non-prime credit card sector, the portfolio
had low payment rates and high yield. Fitch assumed a steady-state
monthly payment rate of 10% with a 45% stress at 'AAAsf', and a
steady state yield of 30% with a 40% stress at 'AAAsf'. Fitch also
assumed a 0% purchase rate in the 'Asf' category and above,
considering that the seller is unrated and the reduced probability
of a non-prime portfolio being taken over by a third party in a
high-stress environment.

Coronavirus Impact: Charge-offs and delinquencies have been
resilient to the impact of the coronavirus pandemic and the share
of the portfolio subject to payment holidays has fallen
substantially from an initial peak. However, performance has been
heavily supported by furlough and forbearance schemes, and Fitch
expects a deterioration in 2H21 as these measures wind down and
unemployment rises.

Nevertheless, Fitch has maintained its steady-state assumptions at
their existing levels. The concept of steady state aims to look
through short-term fluctuations in performance. Fitch does not
expect charge-offs to reset to a materially higher level in the
long term, although there is likely to be a deterioration. Fitch
also considers the fact that charge-offs have remained below the
steady state in recent years, and that NewDay has applied stricter
lending criteria since the onset of the pandemic.

Variable Funding Notes Add Flexibility: The structure employs a
separate Originator VFN, purchased and held by NewDay Funding
Transferor Ltd (the transferor), in addition to series VFN-F1 and
VFN-F2 providing the funding flexibility that is typical and
necessary for credit card trusts. It provides credit enhancement to
the rated notes, adds protection against dilution by way of a
separate functional transferor interest and meets the UK and US
risk retention requirements.

Key Counterparties Unrated: The NewDay Group will act in several
capacities through its various entities, most prominently as
originator, servicer and cash manager. The degree of reliance is
mitigated in this transaction by the transferability of operations,
agreements with established card service providers, a back-up cash
management agreement and a series-specific liquidity reserve.

RATING SENSITIVITIES

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modelling process uses the modification
of these variables to reflect asset performance in upside and
downside environments. The results below should only be considered
as one potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.

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

Rating sensitivity to increased charge-off rate:

Increase steady state by 25% / 50% / 75%

Series 2021-1 A: 'AAsf' / 'AA-sf' / 'Asf'

Series 2021-1 B: 'A+sf' / 'Asf' / 'BBB+sf'

Series 2021-1 C: 'BBB+sf' / 'BBBsf' / 'BBB-sf'

Series 2021-1 D: 'BB+sf' / 'BB-sf' / 'B+sf'

Series 2021-1 E: 'B+sf' / 'Bsf' / N.A.

Series 2021-1 F: N.A. / N.A. / N.A.

Rating sensitivity to reduced monthly payment rate (MPR):

Reduce steady state by 15% / 25% / 35%

Series 2021-1 A: 'AAsf' / 'AA-sf' / 'Asf'

Series 2021-1 B: 'A+sf' / 'Asf' / 'A-sf'

Series 2021-1 C: 'BBB+sf' / 'BBBsf' / 'BBB-sf'

Series 2021-1 D: 'BBB-sf' / 'BB+sf' / 'BBsf'

Series 2021-1 E: 'BB-sf' / 'B+sf' / 'B+sf'

Series 2021-1 F: 'Bsf' / 'Bsf' / N.A.

Rating sensitivity to reduced purchase rate:

Reduce steady state by 50% / 75% / 100%

Series 2021-1 D: 'BBB-sf' / 'BBB-sf' / 'BBB-sf'

Series 2021-1 E: 'BB-sf' / 'BB-sf' / 'B+sf'

Series 2021-1 F: 'B+sf' / 'Bsf' / 'Bsf'

No rating sensitivities are shown for the class A to C notes, as
Fitch is already assuming a 100% purchase rate stress in these
rating scenarios.

Rating sensitivity to increased charge-off rate and reduced MPR:

Increase steady-state charge-offs by 25% / 50% / 75% and reduce
steady-state MPR by 15% / 25% / 35%

Series 2021-1 A: 'A+sf' / 'A-sf' / 'BBB-sf'

Series 2021-1 B: 'A-sf' / 'BBBsf' / 'BB+sf'

Series 2021-1 C: 'BBBsf' / 'BB+sf' / 'BB-sf'

Series 2021-1 D: 'BBsf' / 'B+sf' / N.A.

Series 2021-1 E: 'Bsf' / N.A. / N.A.

Series 2021-1 F: N.A. / N.A. / N.A.

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

Rating sensitivity to reduced charge-off rate:

Reduce steady state by 25%

Series 2021-1 B: 'AA+sf'

Series 2021-1 C: 'AA-sf'

Series 2021-1 D: 'BBB+sf'

Series 2021-1 E: 'BBB-sf'

Series 2021-1 F: 'BBsf'

The class A notes cannot be upgraded as they are already rated
'AAAsf', which is the highest level on Fitch's rating scale.

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

Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.

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.

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.


PROVINCIAL HOTELS: Enters Administration, Trading Continues
-----------------------------------------------------------
Business Sale reports that pub and restaurant group Provincial
Hotels & Inns, which owns a portfolio of pub and hotel sites across
Lancashire, has confirmed that it has been forced to call in the
administrators.

Incorporated in 2013, the group revealed that it has appointed
Patrick Lannagan and Julien Irving of Mazars LLP to manage its
administration as of June 21, Business Sale relates.

In total, the group owns a total of five sites, including Yorkshire
Taps in Lancaster, The County Lodge & Brasserie in Carnforth, The
Blue Anchor in Bolton-le-Sands, The Manor Inn in Lancaster, and The
Windmill Tavern in Preston, Business Sale discloses.

Commenting on the announcement, joint administrator Patrick
Lannagan stated that each of the five sites would continue trading
while the administrators conduct an assessment of the group's
financial situation and started to put plans in place for its
future, Business Sale notes.

Mr. Lannagan added that he hoped the appeal of each of the sites to
potential buyers would prevent too much disruption for those who
currently work at or plan to visit the five businesses, Business
Sale relays.


RUBIX GROUP: S&P Alters Outlook to Stable & Affirms 'B-' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K.-based Rubix Group to
stable from negative and affirmed its 'B-' long-term issuer credit
rating. S&P affirmed the 'B-' issue rating on the senior secured
facilities with an unchanged recovery rating.

S&P said, "Our stable outlook reflects that Rubix's revenues and
EBITDA should grow in 2021 to above 2019 levels, leading to
improving metrics. We expect its leverage will reduce slowly, with
interest coverage ratios improving. Liquidity remains adequate,
with no covenant headroom challenges. The increased focus on less
cyclical businesses such as food and beverage, and pharmaceutical,
as well as a continued acquisitive growth strategy, should support
our base case."

Rubix's operational performance remained fairly resilient through
2020 despite the pandemic, with production continuing in many of
its main sites despite general closures, and the group had a strong
first-quarter 2021, which S&P expects will continue. Rubix remained
fully operational throughout 2020 despite some customers being
affected by government restrictions in its key regions. Revenues
were only marginally impacted and, after factoring in incremental
M&A activity, sales were down by around 1.5% in 2020 year-on-year,
to EUR2.377 billion. Underlying sales, taking into account
discontinued operations, fell by 1.1%, or 0.7% on a constant
currency basis. Despite the challenges Rubix faced at the height of
the pandemic, it achieved slight growth in its key European
accounts, with revenues rising in Italy, Spain, and the DACH
region. This was offset by reducing sales in France, the U.K., and
Benelux, with France being the group's largest market. Rubix
increased its digital sales by 10% in 2020, highlighting a
continuing shift to online platforms, and S&P expects around 30% of
its sales to be digitalized soon. It completed several key
initiatives in 2020, such as optimizing its branch network to save
costs as well as rightsizing the business in terms of headcount.
The group also completed two strategic acquisitions and seven
network additions, which contributed around EUR13 million of EBITDA
last year. Overall, S&P Global Ratings-adjusted EBITDA reached
EUR110.9 million in 2020, down by about 29% from 2019. Margins
dropped below average for the industry in 2020, and below some
peers, at around 4.7%. In first-quarter 2021, Rubix achieved
further synergies and cost savings, performing slightly ahead of
budget for its revenue and reported EBITDA.

Revenues and profitability should improve through 2021, supported
by rolling bolt-on acquisitions, with leverage improving but
remaining high versus peers. S&P said, "We expect total sales to
reach EUR2.55 billion-EUR2.65 billion in 2021, driven by 7% growth
in organic sales as well as further strategic acquisitions and
distribution network developments. We forecast that Rubix will
spend up to GBP180 million on M&A in 2021. It also plans to focus
on less-cyclical industries such as food and beverage, as well as
pharmaceuticals, which will provide some revenue stability. As a
result, we forecast 2022 revenues at EUR2.65 billion-EUR2.75
billion. We expect S&P Global Ratings-adjusted EBITDA to rise to
EUR175 million-EUR190 million in 2021, and toward EUR200 million in
2022, topping pre-pandemic levels. We adjust for one-offs and
restructuring costs, and the R&D costs that the company
capitalizes, so management EBITDA is higher than our adjusted
EBITDA."

S&P said, "We forecast margins at 7.0%-7.5% in both 2021 and 2022,
which is average for the industry. Improvements in top-line figures
are expected to strengthen the group's credit metrics. Leverage is
expected to slowly trend down in 2021 and 2022, to around
9.0x-10.0x and 8.5x-9.5x, after a jump in 2020 to 16.0x on
increased gross debt levels and pressured EBITDA. Excluding the
impact of the preference shares--expected to be around GBP257.7
million at end-2021, including PIK interest, which we include in
our debt calculations--leverage is forecast to be about 8.0x-8.5x
in 2021 and 7.5x-8.0x in 2022. We forecast FFO cash interest
coverage at about 2.0x-2.5x in 2021 and 2022, as FFO trends upward
over the next two years. We forecast adequate liquidity for the
group over the next 12 months and 24 months, with cash on balance
sheet at end-March 2021 of EUR76.4 million and full availability
under the group's revolving credit facility (RCF). Further, there
remains adequate headroom under the leverage covenant. Capital
expenditure (capex) should remain about 1% of sales in 2021 and
2022, supporting good liquidity management. Working capital flows
for the year will likely be neutral."

Despite its resilience in 2020, and improved forecasts for 2021 and
2022, Rubix remains highly leveraged. Rubix undertook new financing
arrangements in 2020, under pandemic-related secured funding
schemes provided by numerous governments. This totaled EUR75.5
million, with EUR67.5 million secured in France, maturing in 2023,
and EUR8 million in Spain, maturing in 2024/2025. The group also
added EUR75 million to its first lien fixed-term loan in August
2020. As a result, its S&P Global Ratings-adjusted debt rose to
EUR1,776 million in 2020. With pandemic-related effects on EBITDA,
leverage rose to 16x. S&P expects this to gradually decline over
the next few years. However, even without preference shares, debt
to EBITDA remains high. FFO to debt remains at the lower end of
highly leveraged, likely 4.5%-5.5% in 2021 before improving
slightly to 5.0%-5.5% in 2022. Significant deleveraging prospects
are somewhat hindered by the company's acquisitive growth strategy;
it invests a lot of its spare cash in M&A. The company's free
operating cash flow (FOCF) generation should bounce back, after
turning negative in 2020, to around EUR60 million-EUR85 million,
which sees FOCF to debt improve to around 4.0%-4.5% in 2021.

S&P expects end-markets to recover in 2021, supporting Rubix's
ambitions of higher sales growth and EBITDA generation. Rubix
benefits from the diversification of its operations and brands
across many markets, including food and beverage, transportation,
energy, construction, and pharmaceuticals. In the past year, this
has been key to mitigating pandemic effects, with some sectors
outperforming others. Prioritizing revenues in less cyclical
businesses should support current forecasts and reduce operational
volatility. Rubix is also fairly well-diversified geographically,
albeit focussed on European regions that experienced significant
pandemic-related restrictions. This slightly disrupted Rubix's
ability to operate at full capacity. S&P notes that restrictions
are loosening, and the diversification of sectors and geography
continues to bring benefits.

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

S&P said, "Our stable outlook reflects that Rubix's revenues and
EBITDA should grow in 2021 to above 2019 levels, leading to
improving metrics. We expect its leverage will reduce slowly, with
interest coverage ratios improving. Liquidity remains adequate,
with no covenant headroom challenges. The increased focus on less
cyclical businesses such as food and beverage, and pharmaceutical,
as well as a continued acquisitive growth strategy, should support
our base case.

"We could lower the ratings or revise the outlook to negative if
leverage started to rise again, on a sustained basis, or if FFO
cash interest cover weakened to below 1.5x with little prospect of
a swift and lasting improvement. Further, if the group was not able
to perform in line with the base case, its liquidity position
weakened, or if it risked a covenant breach, we could consider a
negative rating action.

"We could consider raising the ratings if Rubix were to outperform
our base case, with increasing revenues and EBITDA, leading to
signs of deleveraging, with debt to EBITDA trending toward 7x
(inclusive of the preference shares) and FFO cash interest coverage
improved significantly to above 2.5x. We would also need to see
consistently positive EBITDA supported by adequate liquidity and
ample covenant headroom."


TOWER BRIDGE 2021-2: S&P Assigns Prelim. B (sf) Rating on X Notes
-----------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to Tower
Bridge Funding 2021-2 PLC's class A to X-Dfrd notes. At closing,
the issuer will also issue unrated class Z1 and Z2 notes, and RC1
and RC2 certificates.

S&P said, "Our preliminary ratings address timely receipt of
interest and ultimate repayment of principal on the class A notes,
and the ultimate payment of interest and principal on all the other
rated notes. Our preliminary ratings also address timely receipt of
interest on the class B–Dfrd to X-Dfrd notes when they become the
most senior outstanding."

The loans in the pool were originated between 2017 and 2021 by
Belmont Green Finance Ltd. (BGFL), a nonbank specialist lender, via
their specialist mortgage lending brand, Vida Homeloans.

The collateral comprises complex income borrowers with limited
credit impairments, and there is a high exposure to self-employed,
contractors, and first-time buyers. Approximately 78.15% of the
pool comprises BTL loans and the remaining 21.85% are
owner-occupier loans.

The transaction includes an approximately 23.0% prefunded amount
where the issuer can purchase additional loans until the first
interest payment date, subject to the prefunding eligibility
criteria outlined in the transaction documentation.

In addition to this, product switches and further advances are also
permitted under the transaction documentation subject to certain
conditions. Product switches are permitted up to a limit of 15.0%
of the aggregate amount of the current balance of the portfolio as
of the issue date and the balance of additional loans purchased
under the prefunding mechanism. Further advances are permitted up
to a limit of 2.5% of the aggregate amount of the current balance
of the portfolio as of the issue date and the balance of additional
loans purchased under the prefunding mechanism. Both product
switches and further advances are only permitted subject to
compliance with the respective eligibility criteria.

Of the provisional pool, 1.24% of the mortgage loans by current
balance have an active payment holiday due to the COVID-19
pandemic. Of the provisional pool, 31.6% has had a historical
payment holiday that has expired, 97% of these borrowers are now
current.

The transaction will benefit from a fully funded general reserve
fund, which will be used to provide credit support to the class A
to class D-Dfrd notes. A liquidity reserve fund will be present in
the transaction, funded initially via the principal waterfall, to
provide liquidity support to the class A and B-Dfrd notes.
Principal can be used to pay senior fees and interest on the rated
notes subject to conditions.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average Rate (SONIA), and certain 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 our
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

BGFL is the mortgage administrator in the transaction, with
servicing delegated to Homeloan Management Ltd. (HML).

S&P said, "Our credit and cash flow analysis and related
assumptions consider the transaction's ability to withstand the
potential repercussions of the COVID-19 outbreak, namely, higher
defaults, longer recovery timing, and additional liquidity
stresses. Considering these factors, we believe that the available
credit enhancement is commensurate with the ratings assigned. As
the situation evolves, we will update our assumptions and estimates
accordingly."

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

  Ratings List
  
  CLASS     PRELIM. RATING     CLASS SIZE (%)
  A           AAA (sf)           86.00
  B-Dfrd      AA+ (sf)            4.40
  C-Dfrd      AA- (sf)            4.00
  D-Dfrd      BBB+ (sf)           3.10
  X-Dfrd      B (sf)              3.00
  Z1          NR                  2.50
  Z2          NR                  2.50
  RC1 Certificates  NR            N/A
  RC2 Certificates  NR            N/A

  NR--Not rated.
  N/A--Not applicable.


VIRIDIS: S&P Assigns Prelim. BB Rating on Class E Notes
-------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Viridis
(European Loan Conduit No. 38) DAC's class A, B, C, D, and E
notes.

The transaction is backed by one loan, which Morgan Stanley Bank
N.A. originated in June 2021 to facilitate the refinancing of the
Aldgate Tower office building located in the City of London.

The GBP192.0 million loan backing this true sale transaction is
split into two pari passu facilities. Facility A is being
securitized in this transaction and equals GBP150 million, while
Facility B, accounting for GBP42 million, will not form part of
this securitization.

The loan does not provide for default financial covenants. Instead,
there are cash trap mechanisms set at 70.0% loan-to-value (LTV)
ratio throughout the loan term, or minimum debt yields set at 7.0%
(year 2) and 8.0% (year 3). There is no amortization scheduled
during the three-year loan term.

The property's current market value is GBP330.0 million, which
equates to an LTV ratio of 58.2% (including pari passu debt).

The issuer will create a vertical risk retention loan (VRR loan)
interest of at least 5% of the securitized loan in Morgan Stanley's
favor to satisfy EU, U.K., and U.S. risk retention requirements.
The VRR loan will sit pari passu with and will be paid pro rata to
the securitized loan. It will also partially fund the liquidity
reserve.

Viridis (European Loan Conduit No. 38) will also issue an
additional GBP5.5 million of class A notes, the proceeds of which,
together with a portion (GBP289,473.68) of the VRR loan, will be
held in cash in the transaction account. These funds will serve as
a liquidity reserve in lieu of a traditional liquidity facility.
The total note issuance is therefore larger than the outstanding
loan balance.

S&P said, "Our preliminary ratings address the issuer's ability to
meet timely interest payments and principal repayment no later than
the legal final maturity in July 2029. Should there be insufficient
funds on any note payment date to make timely interest payments on
the notes (except for the then most senior class of notes), the
interest will not be due but will be deferred to the next interest
payment date (IPD). The deferred interest amount will accrue
interest at the same rate as the respective class of notes.

"Our preliminary ratings on the notes reflect our assessment of the
underlying loan's credit, cash flow, and legal characteristics, and
an analysis of the transaction's counterparty and operational
risks."

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

  Preliminary Ratings

  CLASS     PRELIM. RATING    PRELIM. AMOUNT (MIL. GBP)
  A           AAA (sf)          83.90*
  B           AA- (sf)          17.90
  C           A (sf)            15.20
  D           BBB- (sf)         20.80
  E           BB (sf)           10.20
  X           NR                  N/A

*Includes GBP5.5 million to fund the issuer liquidity reserve.
NR--Not rated.
N/A--Not applicable.


WOODFORD GROUP: Fund Collapse Prompts FCA's Probe Into AFMs
-----------------------------------------------------------
Joshua Oliver at The Financial Times reports that regulators have
revealed lax oversight and governance at companies responsible for
protecting investors' money at many UK funds in a probe launched
after the collapse of Neil Woodford's fund.

According to the FT, the review by the Financial Conduct Authority
(FCA) focused on what are called host-authorized fund managers
(AFMs), companies with a vital but often overlooked role in the
industry as low-profile fund overseers.  Host AFMs are legally
responsible for running funds, but delegate the investment
management to third-party fund managers, the FT discloses.

The crucial importance of these fund-runner companies in protecting
customers was thrown into sharp relief by the collapse of
Woodford's flagship fund in 2019, which trapped 300,000 investors
and GBP3.7 billion, the FT relates.

Burnt investors plan to bring several lawsuits against Link Group,
the UK's largest independent provider of AFM services, arguing that
the company failed in its responsibility to supervise Woodford and
protect investors' cash, the FT discloses.

The FCA's review report makes no mention of the Woodford debacle,
but is seen in the industry as part of the regulator's response to
the scandal. It began in late 2019 months after the Woodford fund's
collapse drew attention to fund overseer companies, the FT notes.

The results suggest problems in the broader AFM industry could go
beyond the Woodford case, the FT states.  The regulator, as cited
by the FT, said it would now consider whether it needs to change
the rules for the sector, or require firms to hold more capital
against their risks.

The regulators visited a number of AFM groups to check on their
governance and whether they effectively oversee the funds they are
responsible for, the FT recounts.  The review revealed some basic
confusion about who AFMs were working for, the FT notes.

According to the FT, while AFMs are supposed to look out for
investors' interests in their funds, industry experts have long
questioned whether they are unduly influenced by the fund managers
who often control their contracts and the related fees.

The FCA flagged instances of "poor" due diligence on fund managers,
lack of qualified staff to provide oversight of funds, and weak
governance and conflict of interest controls, the FT relays.

"It is exactly these kind of challenges that have been discussed at
length regarding the Woodford situation" the FT quotes Ryan Hughes,
head of active portfolios at AJ Bell, an investment platform, as
saying.

"The FCA had made clear some time ago that they wanted to look
closer at the host AFM market in light of events with Link and
Woodford to ensure that investors could have confidence in the
outsourced AFM model."




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

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *