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

                          E U R O P E

          Tuesday, July 6, 2021, Vol. 22, No. 128

                           Headlines



F R A N C E

CLAUDIUS FINANCE: S&P Assigns 'BB-' ICR, Outlook Stable
EVEREST BIDCO: S&P Alters Outlook to Positive & Affirms 'B-' ICR
GGE BCO 1: Moody's Assigns 'B2' CFR, Outlook Stable
LAGARDERE SCA: Egan-Jones Keeps B Sr. Unsec. Debt Ratings
NORIA 2021: DBRS Gives Prov. B Rating on Class F Notes

ODYSSEE INVESTMENT: Fitch Assigns FirstTime 'B+(EXP)' LongTerm IDR
ODYSSEE INVESTMENT: S&P Assigns 'BB-' LT ICR, Outlook Stable
PICARD BONDCO: Moody's Rates New EUR310MM Unsecured Notes 'Caa1'
PICARD GROUPE: Fitch Gives 'B+(EXP)' Rating on New Secured Notes


G E R M A N Y

APOLLO 5 GMBH: Moody's Affirms 'B3' CFR, Outlook Stable
GREENSILL BANK: Used State-Back Loans to Reduce GFG Exposure
HUGO BOSS: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
THYSSENKRUPP AG: Egan-Jones Retains B- Sr. Unsecured Debt Ratings


G R E E C E

NAVIOS MARITIME: Egan-Jones Keeps CC Sr. Unsecured Debt Ratings


I R E L A N D

AQUEDUCT EUROPEAN 3-2019: Fitch Gives Final B- Rating on F-R Notes
AQUEDUCT EUROPEAN 3-2019: Moody's Assigns B3 Rating to Cl. F Notes
BBAM EUROPEAN I: Moody's Assigns B3 Rating to EUR12MM F-R Notes
BBAM EUROPEAN I: S&P Assigns 'B-' Rating on Class F-R Notes
BNPP AM 2021: Moody's Assigns B3 Rating to EUR12MM Class F Notes

BNPP AM EURO 2021: Fitch Assigns Final B- Rating on Class F Debt
CARLYLE EURO 2017-3: Moody's Affirms B1 Rating on Class E Notes
HENLEY CLO I: Fitch Assigns Final B-(EXP) Rating on F-R Notes
HENLEY CLO I: S&P Assigns Prelim. B- Rating on Class F Notes
IRISH BANK: Liquidators Extend Wind-up Process by Two Years



I T A L Y

BRIGNOLE CO 2021: DBRS Gives Prov. B(low) Rating on Class X Notes


K A Z A K H S T A N

KASPI BANK: S&P Alters Outlook to Positive & Affirms 'BB-/B' ICRs


L U X E M B O U R G

ALTISOURCE PORTFOLIO: Egan-Jones Keeps CCC+ Sr. Unsec. Debt Ratings
EP BCO SA: Fitch Affirms 'BB-' LT IDR, Outlook Negative


N E T H E R L A N D S

CREDIT EUROPE BANK: Fitch Affirms 'B+' LT IDR, Outlook Negative
KONINKLIJE KPN: Egan-Jones Retains BB Sr. Unsecured Debt Ratings


N O R W A Y

NORWEIGIAN AIR: Egan-Jones Retains D Sr. Unsecured Debt Ratings


P O R T U G A L

BANCO MONTEPIO: DBRS Confirms 'B' LongTerm Issuer Rating


R U S S I A

BANK OTKRITIE: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
MOBILE TELESYSTEMS: Fitch Alters Outlook on 'BB+' IDR to Positive
NIG-ROSENERGO LTD: Bank of Russia Provides Update on Administration
PRIMSOTSBANK: Fitch Alters Outlook on 'BB' LongTerm IDR to Stable
SAFMAR FINANCIAL: S&P Affirms 'BB-/B' ICRs, Outlook Stable

SOGLASIE INSURANCE: Fitch Alters Outlook on 'B+' IFS to Positive
[*] Bank of Russia Wants Creditors to Extend Loan Restructuring


S P A I N

INVICTUS MEDIA: Fitch Lowers LongTerm IDR to 'CC'
REPSOL SA: Egan-Jones Keeps BB- Sr. Unsec. Debt Ratings


S W E D E N

SAS AB: Egan-Jones Retains C Sr. Unsecured Debt Ratings


U K R A I N E

UKRAINE: Egan-Jones Raises Sr. Unsecured Debt Ratings to BB+


U N I T E D   K I N G D O M

ATLANTICA SUSTAINABLE: Egan-Jones Keeps B- Sr. Unsec. Debt Ratings
BRITISH LAND: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
DAILY MAIL: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings
DOLFIN FINANCIAL: Enters Administration After FCA Halts Operations
FINSBURY SQUARE 2021-1: Fitch Rates Class D Notes 'CCCsf'

INTERNATIONAL GAME: Egan-Jones Keeps CCC+ Sr. Unsec. Debt Ratings
INTERNATIONAL GAME: S&P Alters Outlook to Pos. & Affirms 'BB' ICR
MARKS & SPENCER: Egan-Jones Keeps CCC+ Sr. Unsec. Debt Ratings
NOBLES CONSTRUCTION: Coronavirus Impact Prompts Administration
SUBSEA 7 SA: Egan-Jones Keeps BB+ Senior Unsecured Debt Ratings

TOWER BRIDGE 2021-2: DBRS Gives Prov. BB(high) Rating on X Notes
TUDOR ROSE 2020-1: DBRS Confirms BB(low) Rating on Class F Notes
VIRGIN MEDIA: S&P Affirms 'BB-' ICR on Closing of Merger With O2
VIRIDIS 38: DBRS Gives Prov. BB(high) Rating on Class E Notes
[*] George Karalis Joins Evercore as Managing Director in London


                           - - - - -


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F R A N C E
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CLAUDIUS FINANCE: S&P Assigns 'BB-' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'BB-' ratings to French enterprise
resource planning software provider Claudius Finance Parent Sarl,
Cegid's holding company, and to the group's EUR75 million revolving
credit facility (RCF) and EUR880 million first-lien term loan.

The stable outlook reflects S&P's forecast that Cegid's
like-for-like revenue will increase 7%-9% in 2021-2022, supported
by continued strong demand for software as a service (SaaS), while
our adjusted EBITDA margin rises to 34%-36% in 2022 after a
temporary dip in 2021 due to the acquisition of Talentsoft. This
should lead to sound deleveraging toward 4.0x in 2022 after the
peak of about 5.0x in 2021.

S&P said, "We expect the debt-funded acquisition will increase our
adjusted leverage for Cegid to about 5.0x in 2021 (about 4.6x
excluding acquisition and business transformation-related costs),
before deleveraging toward 4.0x in 2022. Although this ratio is
significantly higher than 3.0x in 2020 before the transaction, it
is still relatively low compared with that of other financial
sponsor-owned software peers like TeamSystem and Exact, which are
well above 6x. Furthermore, our assessment of Cegid's financial
risk profile is supported by its sound track record of deleveraging
under Silver Lake's ownership. Our adjusted debt to EBITDA declined
to about 3x in 2020 through EBITDA growth and a relatively prudent
financial policy in terms of shareholder returns. The company has
not incurred any additional long-term debt since 2018 and paid no
dividends since the leveraged buyout in 2016. Acquisitions over the
past three years were funded by the company's internal cash flow
and RCF, which is currently fully repaid.

"We forecast Cegid will generate more than EUR110 million of free
operating cash flow (FOCF) in 2021, with FOCF to debt higher than
10%, supporting the company's financial risk profile. We think this
significant cash flow generation should be more than sufficient to
fund smaller bolt-on acquisitions over the next two-to-three
years."

Talentsoft is a cloud-based HCM software provider in France
offering full HCM suites including recruiting, talent management,
training, and administration. It mainly targets customers with
50-10,000 employees. S&P said, "We think the product is highly
complementary to Cegid's existing HCM offering, which focuses more
on payroll solutions. This could result in a good cross-selling and
pricing opportunity and would likely increase the customer
retention rate in the long term. Cegid estimates the annual EBITDA
impact from revenue synergies alone will reach about EUR16 million
in 2024, compared with about EUR5 million in the next 12 months.
This represents about 8% of our adjusted EBITDA figure for 2021.
Furthermore, 35% of Talentsoft's 11 million users are outside
France, leading to an expanded total addressable market and
moderately improved geographic diversification for Cegid. That
said, we think Telesoft's current low margin will temporarily weigh
on Cegid's overall profitability and expose Cegid to direct
competition with large international players like Workday outside
its home market."

Cegid has a long operating track record of more than 35 years and
holds a leading position in French accounting, finance, ERP,
retail, HCM, and tax software solutions for SMBs and midmarket
enterprises. It serves more than 4.5 million users and 360,000
customers and has limited customer concentration. Its revenue from
the top 35 customers account for less than 10% of total revenue.
Cegid's recurring revenue as a percentage of total revenue has been
steadily increasing, reaching about 80% in 2020 compared with about
74% in 2019 and 68% in 2018, thanks to more than 25% annual growth
of SaaS solutions. Cegid SaaS revenue accounted for about 57% of
total revenue in 2020, and we expect this ratio will be more than
65% in 2021 because of increased cloud penetration, reliability,
and accessibility, as well as upfront cost savings for customers
compared with on-premises software. This is particularly attractive
for SMBs, which in general have limited internal IT resources and
know-how to manage the infrastructure on their own. Furthermore,
Cegid's SaaS solutions enjoy a much higher price premium and
margins, as well as scalability, and a more favorable renewal rate
(97%) than for the company as a whole (95%). S&P thinks Cegid
benefits from relatively high entry barriers in its home market
because of the complex local regulatory environment and solid
relationships with its customers, ringfencing its market leading
position and reducing customer turnover. It also has a strong S&P
Global Ratings-adjusted EBITDA margin of more than 30%, even after
consolidating the low-margin Talentsoft business and transaction
costs, compared with the average of 25%-30% for commercial and
enterprise software peers.

With pro forma estimated revenue of about EUR570 million in 2020,
Cegid is--despite its steady growth--still significantly smaller
than diversified global ERP vendors like SAP, Oracle, or Sage. This
somewhat limits its ability to undertake large research and
development (R&D) projects and compete for larger enterprise
clients, which is a less risky addressable market. Cegid mainly
operates in the fragmented French ERP market, with an increasing
presence in other European and Latin America markets thanks to
recent acquisitions including Meta4 and Talentsoft. S&P thinks this
geographic concentration and relatively niche focus make the
company more susceptible to changes in the competitive landscape,
domestic regulations, and new technologies.

S&P said, "We view Cegid's ownership by a financial sponsor as a
key constraint to the rating because we expect the owner will
continue to pursue debt-funded acquisitions. Moreover, we still see
a risk of shareholder returns in the longer term; although we
expect it will be more prudent than for other
financial-sponsor-owned peers based on Silver Lake's track record
on this investment.

"The stable outlook reflects our forecast that Cegid's
like-for-like revenue will increase 7%-9% in 2021-2022, supported
by continued strong demand for SaaS, while our adjusted EBITDA
margins increase to 34%-36% in 2022 after a temporary dip in 2021
due to the acquisition of Talentsoft. This would lead to sound
deleveraging toward 4.0x in 2022 after the peak of about 5.0x in
2021.

"We could lower the rating if Cegid's revenue and EBITDA growth is
materially below our base case, leading to adjusted debt to EBITDA
higher than 4.5x for a sustained period, with FOCF to debt
weakening toward 10%. This could happen if the company faces any
integration issues with Talentsoft, leading to delayed realization
of revenue and cost synergies. We could also lower the rating if
there are material shareholding structure changes leading to a more
aggressive financial policy.

"We see limited rating upside at this stage because of the
company's aggressive capital structure and financial-sponsor
ownership. However, we could raise the rating if Cegid's adjusted
leverage reduces to below 3x and FOCF to debt remains over 25% on a
sustained basis, supported by the company's commitment to maintain
these ratios. We could also raise the rating if the sponsor
relinquishes its control over the medium term while credit metrics
improve to those levels."


EVEREST BIDCO: S&P Alters Outlook to Positive & Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Exclusive Networks'
parent, Everest Bidco SAS, to positive from stable and affirmed all
its ratings, including the 'B-' long-term issuer credit and issue
ratings on Everest and on the EUR500 million senior secured term
loan.

The positive outlook reflects S&P's expectations that the company
will maintain solid revenue growth, allowing S&P Global
Ratings-adjusted EBITDA to potentially decline below 6.0x already
this year and FOCF to debt to remain well above 3%.

Sustained demand for cyber and information technology (IT) security
services should continue to support EXN's revenue growth, after
solid performance in 2020. The COVID-19 pandemic and related
work-from-home schemes, as well as an increase in the number and
severity of cyber attacks, have accelerated companies' need for
quality IT infrastructure and cyber security systems. Such trends
should support demand for products that EXN distributes, including
services from Fortinet and Palo Alto Networks, EXN's main vendors
that continue to expand faster than the IT security market. EXN
benefitted from this favorable trend in 2020, with an 8% revenue
increase globally, despite lower growth in Asia where the group
lost contracts with some vendors. From 2021, S&P expects about 10%
organic revenue growth as cyber risks and related awareness
continue to rise, supported by continued success from Fortinet and
Palo Alto and the recruitment of new vendors. Including the
acquisition of VeraComp, reported revenue growth should be about
25% in 2021.

EBITDA margin stabilization and improved working capital management
should allow the group to continue increasing FOCF.
The main drivers of the late 2019 downgrade were the decline in
EXN's EBITDA margin and swings in working capital hurting cash
flow. EXN has since stabilized its EBITDA margin, despite
lower-margin contracts, due to operational leverage and tight cost
control (on office and travel costs, and recruitment). The group
also implemented working capital measures, including longer payment
terms agreed with key vendors. Although EXN's 2020 adjusted EBITDA
margin (4.1%, from 3.8% in 2019) benefitted from exceptionally low
travel expenses, S&P expects it to stabilize at about 3.5%-4.0% in
the coming years, with cost savings and operational leverage
offsetting a slight decline in gross margin as a percent of
revenue. Absolute adjusted EBITDA should rise to about EUR120
million in 2021 and EUR130 million in 2022, up from EUR103.4
million in 2019, supporting cash flow. EBITDA improvement combined
with a very significant favorable changes in working capital in
2020--a EUR66 million inflow when including factoring, from a EUR26
million outflow in 2019--allowed FOCF to debt of 14.4%. From 2021,
as working capital normalizes, FOCF to debt should stand at about
8%-9%.

S&P said, "Leverage should decline to slightly above 6.0x in 2021,
according to our base case, slightly higher than the required level
for an upgrade. EXN reduced its adjusted leverage to 7.8x in 2020
from 8.7x in 2019, driven by absolute EBITDA growth. We expect
leverage to decline further to 6.0x-6.2x in 2021, supported by the
repayment of the group's revolving credit facility (RCF) and
continued EBITDA growth. We note that EXN already repaid EUR70
million of the RCF as of March 31, 2021. Although in our base case
leverage would be close to, but remain above, the 6.0x threshold
for an upgrade, slight overperformance could push the ratio below
that level. In our view, this overperformance is possible as we
note, for example, that organic revenue growth was higher in
first-quarter 2021 than in our base case. Therefore, we revised the
outlook to positive.

"The positive outlook reflects our belief that the company could
likely exceed our current base case this year, with leverage
declining below 6.0x at year-end, one year earlier than we
expected, while maintaining FOCF to debt well above 3%. This would
stem from continued higher organic revenue growth than in our base
forecast, as seen in the first quarter, or higher EBITDA margins
than expected in 2021, combined with roughly stable working
capital.

"We could revise the outlook to stable if leverage reduction
sustainably below 6.0x seems more remote than expected, or if FOCF
to debt reduces below 3%. This could occur if EXN fails to increase
its absolute EBITDA, due to decreasing margins and/or low revenue
growth, or in the case of renewed working capital setbacks. It
could also occur if debt-funded acquisitions or shareholder
distributions slow EXN's deleveraging.

"We could raise our rating if adjusted debt to EBITDA sustainably
declines to below 6.0x and FOCF to debt remains above 3%. This
could occur if EXN maintains its EBITDA margin and revenue growth
of about 10%, and continues its tight working capital management."


GGE BCO 1: Moody's Assigns 'B2' CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability of default rating to GGE BCo 1 SAS, the new
parent company of Galileo Global Education Finance Holding S.a
r.l., Europe's largest private higher education group. GGE will
become the new top company within the restricted group issuing
consolidated financial statements for the Galileo group.

Concurrently, Moody's has assigned a B2 rating to the new EUR1,000
million senior secured Term Loan B (TLB) due 2028 and a B2 rating
to the EUR165 million senior secured revolving credit facility
(RCF) due 2027, both to be raised by GGE. The outlook on the
ratings is stable.

At the same time, Moody's has withdrawn the B2 CFR and B2-PD PDR at
Galileo Global Education Finance Holding S.a r.l., the previous top
company within the restricted group. Moody's has affirmed the B2
rating on the existing EUR810 million TLB due 2026 and the Caa1
rating on the second lien loan due 2027, both issued by Galileo.
These debt instruments will be redeemed in due course with proceeds
from the new debt issuance, and their ratings will be withdrawn
upon repayment.

Proceeds from the proposed refinancing will be used to (1) repay
existing debt of EUR919 million; (2) increase cash on balance sheet
by EUR75 million; and (3) pay EUR6 million in transaction fees and
expenses.

"Galileo's B2 rating with stable outlook reflects its resiliency
and strong operating and financial performance throughout the
pandemic, as well as the expectation that these positive trends
will continue over the next 2 to 3 years underpinned by strong
enrolment growth, modest price increases, migration to higher
margin online education, capacity expansions and new campus
openings," says Victor Garcia Capdevila, a Moody's AVP-Analyst and
lead analyst for GGE.

"Proforma for the refinancing of its capital structure, Galileo's
adjusted gross leverage will stand at 5.9x for fiscal year ended
June 2021 (fiscal 2021). Furthermore, Moody's forecast leverage to
reduce to 5.4x in fiscal 2022 and 5.0x in fiscal 2023, absent any
debt-funded acquisitions," adds Mr. Garcia Capdevila.

RATINGS RATIONALE

Galileo has demonstrated high resiliency against the challenges and
risks posed by the coronavirus outbreak. Despite a difficult
macroeconomic and operational environment, revenue increased by 22%
to around EUR668 million in fiscal 2021 on the back of strong
growth in enrolments (+52% year-on-year). This, along with strong
cost controls, led to a 28% increase in Moody's-adjusted EBITDA to
around EUR216 million.

Moody's-adjusted gross leverage in fiscal 2021 and proforma for the
transaction will stand at around 5.9x, significantly below the
rating agency's expectations of 6.9x a year ago. Moody's base case
scenario assumes further deleveraging in 2022 and 2023 towards 5.4x
and 5.0x respectively, absent debt-funded acquisitions, driven by
strong top-line growth of 13% in 2022 and 7% in 2023 underpinned by
strong enrolment growth, migration to higher margin online
education, modest price increases, capacity expansions and new
campus openings.

GGE's B2 CFR reflects: (1) its position as the largest European
private-pay higher education provider, with a significant presence
in France and Italy; (2) track record of successful organic and
inorganic growth strategy; (3) strong revenue visibility resulting
from committed student enrollments and supportive underlying growth
drivers for the private-pay education market; (4) relatively high
barriers to entry because of tight regulations, access to real
estate and brand reputation, although the higher education market
is highly competitive and fragmented; (5) strong digital footprint,
with a high proportion of online students and blended learning; and
(6) improving profitability margins as a result of high operating
leverage.

The rating also reflects (1) Galileo's high Moody's-adjusted gross
leverage of 5.9x in fiscal 2021; (2) its need to comply with a
highly regulated environment, and maintenance of quality standards
and academic credibility; (3) continued investment in capital
spending required to integrate acquired schools, increase capacity
and obtain accreditations; (4) strong M&A appetite in a highly
fragmented industry; and (5) history of debt-funded inorganic
growth.

LIQUIDITY

Galileo's liquidity profile is good. At transaction closing, the
company is expected to have EUR175 million of cash on balance sheet
and full access to the new EUR165 million revolving credit facility
(RCF) due in 2027. The RCF is subject to a senior secured net
leverage springing covenant test of 9.25x when drawings exceed 40%.
Moody's expects Galileo to generate free cash flow of EUR24 million
and EUR37 million in fiscal 2021 and fiscal 2022, respectively. The
company's cash flow profile is seasonal and is heavily influenced
by the traditional academic year.

STRUCTURAL CONSIDERATIONS

The ratings on the new EUR1,000 million senior secured TLB due 2028
and the new EUR165 million senior secured RCF due 2027, are in line
with the CFR, reflecting the fact that they share the same security
and guarantor package and that both instruments rank on a pari
passu basis.

The probability of default rating of B2-PD reflects the expected
recovery rate of 50% typically assumed by Moody's for a capital
structure that consists of senior secured first lien debt with a
covenant lite package.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Galileo will
continue to grow organically while increasing its profitability
margins. The stable outlook also assumes that the company will
maintain its Moody's-adjusted gross leverage ratio within the
boundaries set for the B2 rating category of between 5.0x and 6.0x.
It does not factor in any large debt funded acquisitions and
assumes an adequate liquidity profile at all times.

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

Upward pressure on the ratings could develop over time if
Moody's-adjusted gross leverage declines sustainably well below
5.0x and free cash flow to debt improves above 5% while maintaining
an adequate liquidity profile.

Downward pressure on the ratings could arise if earnings
deteriorate or incremental debt lead to a Moody's-adjusted gross
leverage sustainably above 6.0x, or if free cash flow deterioration
leads to a weakening of the company's liquidity profile. Aggressive
debt-funded inorganic growth strategies and large shareholder
distributions could also put negative pressure on the ratings.

LIST OF AFFECTED RATINGS

Issuer: GGE BCo1 SAS

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

Issuer: Galileo Global Education Finance S.a r.l.

Affirmations:

BACKED Senior Secured Bank Credit Facilities, Affirmed B2

BACKED Senior Secured Bank Credit Facility, Affirmed Caa1

Withdrawals:

LT Corporate Family Rating, Withdrawn, previously B2

Probability of Default Rating, Withdrawn, previously B2-PD

Outlook Action:

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

GGE BCo 1 SAS, is an international schools group offering tertiary
private education across 40 brands predominantly in France, Italy,
Cyprus, Germany and Mexico. Founded in 2011, the group teaches over
100,000 private-pay students as of June 2021. An equity consortium
formed by CPP Investments (36%), Tethys Invest (35%), Montagu (16%)
and Bpifrance (10%) along with senior management team (3%) bought
Galileo from Providence Private Equity in May 2020 for an
enterprise value of EUR2.3 billion.

In the last twelve months ending in March 2021, the group reported
revenue and EBITDA of EUR597 million and EUR193 million,
respectively.


LAGARDERE SCA: Egan-Jones Keeps B Sr. Unsec. Debt Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on June 17, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Lagardere SCA. EJR also maintained its 'B' rating on
commercial paper issued by the Company.

Headquartered in Paris, France, Lagardere SCA operates as a media
company.


NORIA 2021: DBRS Gives Prov. B Rating on Class F Notes
------------------------------------------------------
DBRS Ratings GmbH assigned provisional ratings to the following
notes to be issued by Noria 2021 (the Issuer):

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (high) (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (sf)
-- Class E Notes at BB (low) (sf)
-- Class F Notes at B (sf)

DBRS Morningstar does not rate the Class G Notes also expected to
be issued in the transaction.

The rating of the Class A Notes addresses the timely payment of
scheduled interest and the ultimate repayment of principal by the
legal maturity date. The ratings of the Class B, Class C, Class D,
Class E, and Class F Notes address the ultimate payment of interest
and ultimate repayment of principal by the legal maturity date
while junior to other outstanding classes of notes, but the timely
payment of scheduled interest when they are the senior-most
tranche.

The provisional ratings are based on information provided to DBRS
Morningstar by the Issuer and its agents as at the date of this
press release. The ratings can be finalized upon review of final
information, data, legal opinions and executed versions of the
governing transaction documents. To the extent that the documents
and the information provided to DBRS Morningstar as of this date
differ from the final information, DBRS Morningstar may assign
different final ratings to the rated notes.

The transaction is a securitization fund with French unsecured
consumer loan receivables originated by BNP Paribas Personal
Finance (the originator and servicer) with the BNP Paribas group.

The ratings are based on a review of the following analytical
considerations:

-- The transaction's capital structure, including form and
sufficiency of available credit enhancement to support the
projected expected net losses under various stress scenarios.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the notes according to the terms of the
notes.

-- The originator's financial strength and capabilities with
respect to originations, underwriting, and servicing.

-- The operational risk review of the originator, which DBRS
Morningstar deems to be an acceptable servicer.

-- The transaction parties' financial strength regarding their
respective roles.

-- The credit quality, diversification of the collateral, and
historical and projected performance of the originator's
portfolio.

-- DBRS Morningstar's sovereign rating on the Republic of France
at AA (high) with a Stable trend.

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

-- Current economic environment and an assessment of sustainable
performance, as a result of the Coronavirus Disease (COVID-19)
pandemic.

TRANSACTION STRUCTURE

The transaction represents the issuance of Class A, Class B, Class
C, Class D, Class E, Class F, and Class G Notes (together, the
Notes) backed by a pool of approximately EUR 750 million of
fixed-rate, unsecured, and amortizing personal loans, debt
consolidation loans, and sales finance loans granted to individuals
domiciled in France and serviced by the originator.

The transaction envisages a 11-month revolving period during which
time the Issuer will purchase new receivables that the originator
may offer, provided that certain conditions set out in the
transaction documents are satisfied.

The transaction benefits from a cash reserve equal to 1% of the
Class A, Class B, Class C, Class D Notes balance to be funded by
the seller at closing that is available to the Issuer during the
revolving and normal redemption periods only when the principal
collections are not sufficient to cover the interest deficiencies,
which are defined as the shortfalls in senior expenses, swap
payments, and interests on the Class A Notes, and if not
subordinated, interest on the Class B, Class C, and Class D Notes.

A commingling reserve facility is also available to the Issuer if
the specially dedicated account bank is rated below the account
bank required rating or following a breach of its material
obligations. The required amount is equal to the sum of 2.5% of the
performing receivables and 0.6% of the outstanding principal
balance of the initial receivables.

COUNTERPARTIES

BNP Paribas Securities Services is the account bank and BNP Paribas
SA is the specially dedicated account bank for the transaction.
Based on DBRS Morningstar's private rating on BNP Paribas
Securities Services and its public rating on BNP Paribas, and
downgrade provisions outlined in the transaction documents, DBRS
Morningstar considers the risk arising from the exposure to the
account bank and specially dedicated account bank to be
commensurate with the ratings assigned.

The originator also acts as the swap counterparty for the
transaction. DBRS Morningstar's private rating on the originator is
consistent with the first rating threshold as described in DBRS
Morningstar's "Derivative Criteria for European Structured Finance
Transactions" methodology.

PORTFOLIO ASSUMPTIONS, COVID-19 CONSIDERATIONS AND KEY DRIVERS

The originator has a long operating history of consumer loan
lending. The performance to date has been stable based on a
detailed vintage analysis. DBRS Morningstar also benchmarked the
portfolio performance to comparable consumer loan portfolios in
France and revised its asset assumptions of lifetime gross default
and recovery assumptions to 6.3% and 40%, respectively, based on
the worst possible concentration limits during the scheduled
revolving period.

The coronavirus and the resulting isolation measures have caused an
economic contraction, leading to sharp increases in unemployment
rates and income reductions for many borrowers. DBRS Morningstar
anticipates that delinquencies may continue to increase in the
coming months for many asset-backed security (ABS) transactions,
some meaningfully. The ratings are based on additional analysis to
expected performance as a result of the global efforts to contain
the spread of the coronavirus. For this transaction, DBRS
Morningstar assumed a moderate decline in the expected recovery
rate.

Notes: All figures are in euros unless otherwise noted.


ODYSSEE INVESTMENT: Fitch Assigns FirstTime 'B+(EXP)' LongTerm IDR
------------------------------------------------------------------
Fitch Ratings has assigned French telecom infrastructure provider
Odyssee Investment Bidco (Circet) an expected first-time Long-Term
Issuer Default Rating (IDR) of 'B+(EXP)' with Stable Outlook.
Simultaneously, Fitch has assigned Circet's proposed EUR1,625
million senior secured term loan B (TLB) an expected instrument
rating of 'BB-(EXP)' with a Recovery Rating of 'RR3'.

The assignment of final ratings is contingent on receipt of final
documentation conforming to information already received. Circet is
in the process of being by acquired by ICG with the private equity
fund holding a majority stake and the remaining shares to be
retained by existing management. The transaction is expected to be
partially debt-funded and to close in September 2021.

The ratings reflect high funds from operations (FFO) gross leverage
(adjusted for acquisitions) of 7x at closing, which Fitch expects
Circet to deleverage towards a 'B' rating category median of 5.5x
over Fitch's four-year forecast period. This is despite expected
strong free cash flow (FCF) generation, supported by Circet's
above-average profitability. Rating weaknesses are offset by a
business profile in a 'BB' rating category, with leading market
shares in select geographies such as France, UK and Germany, a
modest EBITDA of EUR350 million (pro-forma for ICG acquisition),
and established long-term contracts (three to five years) with
telecom operators providing revenue visibility.

KEY RATING DRIVERS

High-Pro-Forma Leverage: Fitch expects pro-forma FFO gross leverage
to be above 7x at closing, which is outside the 'B' rating category
median of 5.5x in Fitch's Diversified Services Companies Navigator.
However, Fitch expects Circet to deleverage rapidly to below 6x on
forecast strong FCF margins of 4%-5% in the medium term, reflecting
a flexible cost base that has been tested during the pandemic. Its
FCF generation is commensurate with a 'BB' rating category, which
partially mitigates the company's high leverage.

Strong Profitability: Fitch expects Circet's profitability and cash
generation to remain strong for the rating with forecast EBIT and
FFO margins of about 11% and 9%, respectively, over 2021-2024. This
is also strong compared with peers such as Spie and Whistler, and
maps to investment-grade medians in Fitch's navigator. Circet
benefits from its competitive business model based on a variable
cost base in a lean and flexible organisation, well-managed
recourse to subcontractors and solid project management.
Additionally, it has low capex requirements compared with other
business services groups.

Ambitious Organic Growth Expectations: Circet is expected to
benefit from low penetration rates and strong growth prospects in
the new geographies it has entered, such as Germany and Benelux.
Contrary to management's stronger growth expectations, Fitch
expects organic revenue growth to be more in line with its
historical average of around 4%-5% over the next four years. Fitch
does not expect Circet to make sizeable acquisitions or to have
aggressive shareholder-friendly policies. A deviation from these
expectations could hinder its deleveraging path, and increase
pressure on the current ratings.

Modest Business Profile: Market-leading positions, strong contract
execution and a reputation for expertise and quality continue to
support the business profile. Its scale and diversification are
commensurate with a 'BB' rating. EBITDA should be well above EUR250
million in Fitch's forecast period. Dependence on the French
telecom infrastructure and on Orange is projected to decline
further to less than 50% and 20% of revenue, respectively, when its
acquisitions are completed.

Services diversification is also satisfactory as Circet moves up
the value chain and increases its content per contract.
Nonetheless, customer, geographic and end-market concentration
remains. Its contracted income structure is expected to remain in
line with a 'B' rating category.

Acquisitions to Improve Market Penetration: The integration of
acquired companies bolsters diversification, with its foray into
Benelux (Esas) and presence consolidation in Germany (four
acquisitions, including Cableway), Spain (ITETE) and the UK (ARCC).
An enlarged customer base and stronger local resources should
translate into greater penetration of existing non-French clients.
The acquisitive strategy carries moderate execution risk but this
is mitigated by management targeting small established companies,
record of successful integration and a reasonable acquisition
funding structure.

Leading Market Position: The leading market positions of Circet in
its core service fields in France, Ireland and the UK, with its
Circet and KN brands, are a strong positive credit factor. It has
effectively used its expertise in telecom infrastructure services
to secure outsourcing contracts with several major European telecom
operators, such as Orange, SFR and BT/Openreach. Fitch believes it
is the only company with the ability to work on all technologies
while providing the design, roll-out, activation and maintenance of
their network. It is also one of the few companies with a top-five
market position in more than one country in Europe.

Manageable Earning Risks: Moderate diversification and a
significant exposure to build contracts create meaningful, but
manageable, earning risks, notably through contract renewal risk.
Its operations remain concentrated in France (48% pro-forma). Its
two largest customers still account around 30% of revenue (28%
pro-forma) and its services offering is focused on the
telecommunication infrastructure market. Longer technology cycles
and high fiber coverage in the long term could weigh on the
availability of build contracts. The telecom industry's low
cyclicality, growing maintenance and subscriber connection
capabilities, good retention rate and the trend toward outsourcing
are mitigating factors.

Solid Growth Prospects: Fitch believes that Circet is
well-positioned to benefit from greater capacity and reliability
requirements for telecom networks, fiber-to-the home deployment
needs and coverage targets for telecom operators. Shortening
technology cycles, particularly in mobile, provide further
opportunities to develop higher value-added services. In addition,
diversification outside France supports growth by entering markets
with weaker fiber or mobile coverage, such as the UK, Germany or
Belgium. Fitch also sees limited in-sourcing risk from telecom
operators as they tend to outsource more tasks to increase the
flexibility of their cost bases in a highly competitive
environment. 

DERIVATION SUMMARY

Circet's business profile solidly maps to the 'BB' rating category.
Its ratings are supported by leading market positions, strong
contract execution, adequate scale and services diversification for
the TMT sector, and exposure to high-profile customers. However,
diversification and customer concentration remain weak features of
the business profile. Circet is stronger than smaller
similarly-rated peers that are more focussed on one service
offering and one country. It also compares well with peers who
offer a wider range of services to broader end-markets, such as
Spie, Morrison or Telent.

As with most Fitch-rated medium-sized business services companies,
Circet benefits from a leading position on a specific end-market.
Sales also tend to be concentrated on a limited number of customers
in a small number of countries. However, this is a characteristic
of the TMT sector composed of few operators, often a leader in
their own country. Fitch believes that Circet's resilience through
the cycle is likely to be greater than services peers as the
company is exposed to the telecom industry with low cyclicality.

Circet's lean and flexible cost structure supports operating and
cash profitability that is significantly higher than peers' and
strong for the current rating. Pro-forma FFO gross leverage of 7x
is high for the rating, and is above Fitch's 'B' rating median of
5.5x. However, Fitch expects Circet to deleverage rapidly below 6x
within the next 24 months on the back of strong FCF generation,
which is more commensurate with the current rating.

KEY ASSUMPTIONS

Key assumptions made for the rating case of the issuer include:

-- Rapid revenue acceleration for 2021 and 2022 on the back of
    contracted backlog and integration of new acquisitions
    concluded in 4Q20. Revenue CAGR of 3%-5% beyond 2022;

-- EBITDA to increase to EUR350 million from 2021, with EBITDA
    margin around 14% in the next four years;

-- Small bolt-on acquisitions in fragmented markets i.e. Germany
    and Benelux, capped at EUR50 million per year to 2024;

-- Capex in line with historical levels over the next four years.

Recovery Analysis Considerations

Fitch's recovery analysis follows the bespoke analysis for issuers
in the 'B+' and below with a going-concern valuation yielding
higher realisable values in a distress scenario than liquidation.
This reflects Circet's leading position in the covered markets and
longstanding relationship with major telecom operators, providing
some revenue visibility. The solid business profile, healthy cash
flow generation, and asset-light operating model support a greater
residual value under a going-concern approach.

A going-concern EBITDA of EUR240 million, compared with the FY21
pro-forma post-acquisition EBITDA of EUR312 million, is assumed,
implying a discount of about 30%. A distress is likely to occur if
Circet loses one or two customers accounting for 10%-20% of
revenue, coupled with an EBITDA margin squeeze toward the industry
average of high single digits from the current double digits.

Fitch applies an enterprise valuation (EV) multiple of 5.0x to
calculate a post-reorganisation valuation, which reflects Circet's
absolute small size (though sizable relative to peers) and a
business model being exposed to regulations, TMT development and
concentration in customers. The EV multiple is higher than that of
peers in business services, considering the leading position of
Circet in the French and UK telecom market with long-term
relationships with blue chip clients as well as its above-peer
margins.

After deducting 10% for administrative claims and considering
priority of enforcement for the senior secured TLB of EUR1,625
million and a pari passu fully-drawn RCF of EUR250 million, Fitch's
waterfall analysis generated a ranked recovery in the 'RR3' band,
indicating a 'BB-' instrument rating for the upcoming senior
secured TLB and RCF totalling EUR1,875 million , representing a one
notch uplift from the IDR. The waterfall analysis output in
percentage is 52%.

RATING SENSITIVITIES

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

-- FFO gross leverage sustainably below 5.5x;

-- FCF margin sustainably above 5%;

-- Increasing share of life-of-contract revenue and improving
    contract length.

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

-- Failing to deliver an FFO gross leverage below 6.5x before
    end-2022;

-- FCF margin below 2.5%;

-- Loss of contracts with key customers.

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: Upon closing of the acquisition by ICG Fitch
expects Circet to have approximately EUR60 million cash. Liquidity
is further supported by a new EUR250 million revolving credit
facility, which Fitch assumes will largely remain untapped
throughout the rating horizon. Fitch deems this level of liquidity
more than sufficient to sustain daily operational cash needs.
Historical working-capital swings have ranged from neutral to
negative EUR90 million. Strong cash generation should allow gradual
cash build-up in the coming years to roughly EUR300 million by
2024, which will provide Circet with some deleveraging capacity.

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

France-based Circet is the number one provider of telecom
infrastructure services for telecom operators in France and now has
leading positions in several other European countries.


ODYSSEE INVESTMENT: S&P Assigns 'BB-' LT ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit and
issue ratings to Odyssee Investment TopCo, owner of France-based
telecommunications infrastructure provider Circet, and the proposed
EUR1,625 million senior secured term loan B (TLB) and revolving
credit facility (RCF) issued by Odyssee Investment Bidco.

S&P's stable outlook reflects that Circet's revenue and EBITDA will
continue to increase on planned fiber deployments, 5G program
launches, recurring maintenance services, and successful
integration of recently announced acquisitions, with adjusted
leverage remaining below 5.0x on average.

Since the acquisition in 2018 by Advent alongside Circet's
management, the group has pursued growth via acquisitions. It
acquired 10 companies over 2018-2021 and successfully expanded its
footprint and diversified its revenue. ICG and Circet's management
are issuing a EUR1,625 million senior secured TLB, alongside
equity, to finance a secondary leveraged buyout of the company. S&P
expects adjusted leverage to temporarily rise to about 5.1x in
2021--pro forma the full consolidation of recent acquisitions made,
it estimates leverage would be below 5.0x--from 3.8x in 2020,
before reducing to 4.2x in 2022 under its base case. This will be
due to absolute EBITDA and free operating cash flow (FOCF) growth
from the enlarged perimeter and sustained industry demand.

The group's EBITDA, as adjusted by S&P Global Ratings, will likely
increase more than 30% in 2021 and about 20% in 2022, fueled by
revenue growth--including the full consolidation of entities
acquired over the past 18 months, as well as synergies. S&P said,
"We expect adjusted EBITDA margin will remain at current levels
over the forecast period. We also forecast revenue will continue
increasing organically on planned fiber-to—the-home (FTTH)
deployments in Germany, the U.K., Ireland and Belgium, the
Netherlands, and Luxembourg (Benelux), 5G program launches across
Europe, recurring maintenance services, and ramp-up of new
activities in Switzerland."

Circet's above-industry-average EBITDA margin benefits from its
implementation of a higher-value-added turnkey model, focusing on
flexibility and productivity, working closely with subcontractors
and making the productivity of its well-trained technicians a
cornerstone. Thanks to this competitive advantage, Circet has
become embedded in its customers' organizations and successfully
changed its clients' outsourcing models. Combined with its
capex-light business model (with annual capex to sales of 1.0%-1.5%
on average), S&P anticipates that Circet's FOCF after leases should
increase to about EUR200 million in 2022 from about EUR46 million
in 2020 (about EUR148 million pro forma). The group's FOCF remained
sound last year, despite the COVID-19 pandemic and economic
recession, demonstrating the resilience of it business model. S&P
expects this will continue to support its expansion plans, given
the group financed about 55% of the enterprise value of acquired
businesses since 2018 with its own cash.

S&P's rating incorporates Circet's improved position, as well as
its more diverse customer base. Initially focused on the French
market, Circet initiated its European expansion when it entered
Ireland and the U.K. with the acquisition of KN in September 2018,
and the Spanish market with the acquisition of Cableven in December
2018. Circet also expanded into Germany and Morocco through organic
initiatives or bolt-on acquisitions. Moreover, it established in
Benelux and strengthened its presence in Spain in 2021 and became a
supplier for Telefonica.

Therefore, it has reduced the share of its production derived from
France to about 48% in 2020, pro-forma recently announced
transactions, from 100% initially. The group has also diversified
its customer base, working not only for France-based telecom
operators, but also Openreach BT, eircom, Vodafone, Deutsche
Telekom, Telefonica, and KPN, among others. The contribution of its
two main historical customers, Orange and SFR, therefore declined
to about 27% in 2020, pro-forma recently announced acquisitions,
from 80% initially. Over the forecast period, the relative weight
of France in group revenue is expected to gradually decrease to 31%
in 2025 from 48% in 2021 as FTTH rollouts complete and other
geographies develop. This volume effect is essentially driven by
FTTH rollouts in Germany, the U.K., and Ireland and EBITDA margin
improvements linked to positive scale effects.

Despite its revenue and customer diversification, Circet remains
relatively reliant on the French market (48% of revenue) and its
five biggest customers (53%). Loss of key customers or contracts
could materially change the group's revenue and profitability
patterns, although we have not seen this happen to date. Moreover,
S&P believes that price pressure, not fully absorbed by
productivity gains, or delays in payments impacting working capital
could arise from much larger and better-capitalized customers. In
addition, Circet's business model and cost base significantly rely
on subcontractors, and are therefore exposed to price increase
risks that may prove difficult to pass through to customers.

S&P said, "Our stable outlook reflects that Circet's revenue and
EBITDA will continue to increase on planned FTTH deployments, 5G
program launches, recurring maintenance services, and successful
integration of recently announced acquisitions. We expect adjusted
leverage to remain consistently below 5.0x, while available cash
and solid FOCF should provide sufficient headroom for bolt-on
acquisitions.

"We could lower our rating if adjusted leverage sustainably
increases above 5x, or if we believe Circet's competitive advantage
and customer relationships would weaken significantly. These events
could occur amid increased competition that accentuates pressure on
prices from customers or subcontractors, with volume growth not
materializing or the group facing major contract or customers
losses. It could also result from a more aggressive financial
policy than we currently anticipate in our base case, for instance,
through debt-financed transformative acquisitions or dividend
recapitalization."

An upgrade is unlikely because of Circet's appetite for mergers and
acquisitions and its maximum reported leverage tolerance of 4.5x
(translating into an adjusted debt to EBITDA of 4.5x-5.0x).
However, S&P could upgrade Circet if adjusted debt to EBITDA
remains sustainably below 4.0x, with a financial commitment to
maintain this level, while it continues diversifying its customer
base and maintains current profitability levels.


PICARD BONDCO: Moody's Rates New EUR310MM Unsecured Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 rating to Picard
Bondco S.A.'s (Picard) proposed EUR310 million guaranteed new
senior unsecured notes due 2027, a B3 to Lion / Polaris Lux 4
S.A.'s 's guaranteed new senior secured floating rate notes and a
B3 rating to Picard Groupe S.A.S's guaranteed new senior secured
fixed rate notes, both due 2026, for a total amount, together with
the senior secured floating rate notes, of EUR1,400 million. The B3
corporate family rating and B2-PD probability of default rating of
Picard Bondco S.A. remain unchanged. The stable outlook of Picard
Bondco S.A. and Picard Groupe S.A.S. remain unaffected. The outlook
of Lion / Polaris Lux 4 S.A. is stable.

Net proceeds from the new notes and around EUR159 million of cash
on balance sheet will be used to (1) fully repay the existing
senior secured FRNs and senior unsecured notes, (2) fund a EUR274
million a distribution to shareholders and (3) pay the call premium
on existing notes, accrued interest, and transaction fees and
expenses.

The proposed refinancing is very similar to the proposed
refinancing that the company launched in April 2021 and then
decided to cancel to wait for better market conditions. The main
differences in the financial documentation are a slightly tighter
portability covenant at 6.5x leverage, as defined in the financial
documentation, and a new covenant preventing dividends if leverage,
as defined in the financial documentation, is above 6.25x.

RATINGS RATIONALE

Picard's B3 CFR is supported by the company's (1) track record of
stable operating performance; (2) strong brand image and leading
position in the French frozen-food market; (3) ability to renew its
product offering constantly, with about 250 new products launched
every year; (4) positive free cash flow (FCF) generation; and (5)
increased demand as a result of the coronavirus pandemic.

However, Picard's rating is constrained by (1) its high leverage,
with its Moody's-adjusted (gross) debt/EBITDA of 7.4x expected in
fiscal 2021 (year ending March 31, 2022), pro forma for the
dividend recapitalisation ; (2) shareholder friendly financial
policy with a track record of raising debt to pay dividends, and an
expectation that the company will continue to distribute dividends;
(3) a historically difficult trading environment and limited
long-term growth prospects in the mature French frozen-food market;
and (4) the geographical concentration of the company's sales in
France, with limited contribution from international markets.

Like many other grocers, Picard is benefiting from the coronavirus
epidemic because customers eat less outside their home. Picard's
varied assortment of frozen food is particularly appealing to
customers looking to stockpile food during the pandemic. As a
result, Picard's sales and EBITDA increased by around 18% and 27%
in fiscal 2020 bringing Moody's Adjusted Debt / EBITDA to around
6.4x pro forma for the recapitalisation. However, Moody's expects
Picard trading to normalise in fiscal 2021 as government
restrictions in France are gradually lifted and people resume
eating outside their homes. This is expected to result in leverage
rising to around 7.4x in fiscal 2021.

While Picard's core business remains largely unchanged, Moody's
expects that the company's strategic initiatives under the
management of Cathy Collart-Geiger, new CEO since June 2020, will
bring some incremental sales and EBITDA over time. Beyond the
effects of the coronavirus pandemic, Moody's expects Picard to
continue its strategy to open stores in France, expand
internationally through partnerships with other retailers and ramp
up its digital offer. These growth initiatives, together with
limited like for like growth in line with historic trends in the
mature and highly competitive French grocery market, are expected
to lead to a limited deleveraging towards 7.0x Moody's Adjusted
Debt/EBITDA over the medium term.

Cash flow generation remains good. Excluding dividends, Picard
generated about EUR100million of Moody's-adjusted free cash flows
in fiscal 2020 and Moody's forecasts that the company will generate
between EUR50 million and EUR60 million of free cash flows
excluding dividends in 2021. This factors in capital spending to
finance the ongoing store maintenance, and its international and
digital growth plans. Moody's expects Picard to distribute its
excess cash to shareholders to the extent allowed under the
financial documentation.

Picard has good liquidity, with EUR292 million of cash as of March
31, 2021, no short-term debt maturities, and access to an undrawn
revolving credit facility of EUR30 million expiring in 2023 which
will be replaced with a EUR60 million RCF maturing in 2026 at issue
date. Following the refinancing, Picard's gross funded debt will be
mostly made of bonds, of which EUR1,400 million will mature in 2026
and EUR310 million in 2027. However, working capital experiences
significant swings during the year, with outflows during the first
and second quarters of the fiscal year (March-September), a large
inflow of about EUR80 million-EUR90 million in the third quarter
(September-December), followed by a sizeable outflow in the fourth
quarter (January-March). Picard's cash position is sufficiently
large to cover these variations though.

STRUCTURAL CONSIDERATIONS

Picard's EUR1,400 million new senior secured notes are rated B3, at
the same level as the corporate family rating, because of the
limited amount of subordinated debt in the overall debt structure.
These instruments are guaranteed by material subsidiaries and
secured by shares, material intercompany receivables and material
bank accounts of these subsidiaries. However, there are limitation
on the amounts that the operating subsidiaries can guarantee.

The company's EUR310 million senior unsecured notes are rated Caa1,
one notch below the B3 CFR, reflecting their subordination to the
senior secured notes. These notes are not guaranteed by operating
companies with material EBITDA generation.

Moody's Loss Given Default analysis is based on an expected family
recovery rate of 35%, reflecting Picard's covenant-lite bank debt
and the rather weak security package of the secured notes, and as a
result the PDR is a notch higher than the CFR at B2-PD.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the rating agency's view that Picard
will keep generating positive Moody's-adjusted free cash flows and
maintain a leverage around 7.0x as measured by Moody's Adjusted
Debt/ EBITDA. Moody's also expects the company to maintain a
cautious approach to cost control and store expansion, both in
France and internationally.

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

The rating agency could upgrade Picard if it increased meaningfully
and sustainably its EBITDA, such that its Moody's-adjusted
debt/EBITDA moves sustainably towards 6.5x in a post pandemic
operating environment. A positive rating action would also require
the company to maintain its good liquidity and positive
Moody's-adjusted Free Cash Flow.

Downward rating pressure could materialise if earnings decline more
than expected after the coronavirus related tailwinds ease,
resulting in Picard's Moody's-adjusted debt/EBITDA of sustainably
more than 8x. Weakening Free Cash Flow or a deterioration in the
company's liquidity could also trigger a negative rating action.
Lastly, Moody's could downgrade Picard if it paid another
significant dividend to its shareholders or made a large
debt-financed acquisition, if this evidences a financial policy
that is more aggressive than is currently factored into the
rating.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

With EUR1.8 billion in revenue in fiscal 2020 (year ending March
2021), Picard is a leading specialist retailer of private-label
frozen foods in France. It sells over 1,100 different lines of
frozen-food items in categories such as unprocessed meat, seafood,
fruits and vegetables, bakery products and ice cream, as well as
ready-made meals and desserts.

Picard has been owned since 2010 by funds managed or advised by
private equity firm Lion Capital LLP. In 2015 Lion Capital sold a
stake of 49% to Aryzta AG, a Switzerland-based group specialised in
frozen bakery products. In January 2020, Aryzta sold most of its
stake to Invest Group Zaouri (IGZ), a French retail investment
firm, which now owns 45% of the company.


PICARD GROUPE: Fitch Gives 'B+(EXP)' Rating on New Secured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Picard Groupe S.A.S's (Picard) new super
senior secured revolving credit facility (RCF) at expected
'BB(EXP)' with a Recovery Rating 'RR1'. It has also assigned
Picard's and Lion/Polaris Lux 4 S.A.'s new senior secured notes at
an expected 'B+(EXP)' with 'RR3'.

Picard's Long-Term Issuer Default Rating (IDR) has been affirmed at
'B' with Negative Outlook.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

Proceeds from the issuance will be used to refinance existing
indebtedness and, together with existing cash on its balance sheet,
finance shareholder distribution of up to EUR274 million. Upon
completion of the refinancing Fitch plans to withdraw the existing
ratings for the debt instruments issued under the current capital
structure.

The announced dividend recapitalisation puts on hold Picard's rapid
deleveraging over the past two years. Fitch expects funds from
operations (FFO) adjusted gross leverage to remain at 8.5x-9.0x in
the financial year ending March 2023 and beyond (after peaking at
9.2x in FY22), which is outside the levels compatible with the
current rating. Therefore, Picard has no rating headroom, which
underpins the Negative Outlook. Future operating performance,
alongside the materiality of further shareholder distributions,
will help determine the rating trajectory. Its persistently high
leverage is a key rating constraint on the Long-Term IDR.

Positively the IDR reflects Picard's leading position and premium
positioning in the frozen-food market in France, anchored around
the group's strong performance since the start of the pandemic,
continuing profitability, which remains very high versus sector
peers', and sound financial flexibility.

Fitch is withdrawing expected ratings assigned on 19 April 2021 to
the instruments previously contemplated as those bonds were
cancelled.

KEY RATING DRIVERS

Dividend Recapitalisation Affects Leverage: Fitch forecasts the
planned cash distribution to shareholders will increase total debt
by around EUR150 million. Picard's high leverage remains a key
rating constraint, with FFO adjusted gross leverage expected to
remain around 9.0x until at least FY23, a level more commensurate
with the 'CCC' rating category. Shareholders continue to extract
cash from Picard's highly cash-generative business model, following
dividend recaps of 2017 and 2018, although Fitch acknowledges
management intentions to deleverage over the medium term. The group
still has strong deleveraging capacity but has exhausted its
headroom under its 'B' rating.

Lower Near-term Refinancing/Liquidity Risks: The announced
refinancing of all Picard's debt will move debt maturities to FY26,
mitigating refinancing risk for several years. Liquidity will also
be supported by a new RCF limit of EUR60 million. In the longer
term, Fitch still sees refinancing risk as material, subject to the
sponsors' attitude towards deleveraging closer to key contractual
debt maturities, in the absence of incentives to deleverage in
advance. Fitch expects deleveraging to be slow, with FFO adjusted
gross leverage likely to remain above 8.0x until 2025 when
refinancing would become more pressing.

Strong Covid 19-driven Performance: After a moderate start to FY20
with neutral-to-mild like-for-like (LFL) sales growth, Picard saw
LFL sales growth accelerate to 14% in 4QFY20 and around 15% in
FY21. Effective negotiations with suppliers allowed to the group to
maintain healthy operating margins. Given its strong brand
awareness and remaining uncertainties over social- distancing and
restriction measures that are expected to last well into 2021,
Fitch forecasts at least part of those extraordinary revenues to be
retained. Fitch still forecasts a high single-digit decrease in LFL
sales in FY22 due to a high base effect in FY21, albeit in line
with other rated food retailers' as the effect of the pandemic
abates.

Less Pressure on Profitability: Due to its demonstrated ability to
control costs, Fitch expects Picard will maintain its EBITDA margin
at over 13% in the medium term. Fitch still expects margins to
trend downwards over the next four years due to a tougher cost
environment in France than in previous years. Fitch believes that
Picard's profit margins, which remain very high for the sector,
will continue to be underpinned by the group's business model, with
revenues largely generated by own-brand products and structurally
profitable asset-light international expansion. Maintaining solid
profitability and cash generation remains key to an Outlook
revision to Stable, alongside a moderation in shareholder
distributions.

Uncertainty Over Financial Policy: The shareholder structure of
Picard changed in 2020-2021, as Aryzta sold its remaining stake in
the group. However, Fitch expects a shareholder-friendly policy to
remain in place, as the new bond documentation allows for larger
dividend distribution, including accumulation of permitted
distribution amount as the unused dividend limit will now be
carried over. Fitch's rating case, however, factors in moderate
amounts of dividends of around EUR30 million over the next four
years, and does not include in its forecast dividends other than
those assumed in the refinancing for FY22.

Robust Business Model: Picard's leadership in a niche market and a
highly profitable own brand continue to underpin the group's
business model. Despite its strong performance, structural market
changes that are likely to accelerate after the pandemic and
growing competition from organic food retailers in France are
likely to add pressure on sales and profitability. However, Fitch
does not expect significant pressures for at least over the next
two years.

Positive Free Cash Flow: Fitch expects Picard will continue to
consistently benefit from a high cash- conversion due to
structurally high profitability, limited working-capital swings and
low capex needs. Fitch therefore expects positive free cash flow
(FCF) in FY22-FY24 despite fairly high interest costs (due to its
debt quantum) and forecast dividends. Fitch continues to see this
cash flow generation as a key positive differentiating factor from
retail peers, offsetting Picard's high leverage to some extent.

DERIVATION SUMMARY

Picard's rating remains constrained by the group's significantly
higher leverage than peers'. Despite a robust business model in the
niche frozen food segment, its overall profile is weaker than that
of larger food retail peers, such as Ahold Delhaize NV
(BBB+/Stable) or Russian retailers X5 Retail Group N.V.
(BB+/Stable) or Lenta LLC (BB/Positive), due to its smaller scale
and poorer diversification. Picard is also smaller than UK frozen
food specialist Lannis Limited (B/Stable).

However, Picard enjoys a strong brand awareness, which is key for
its strong positioning as a market leader in the French frozen-food
retail sector. Picard also has high profitability, due mainly to
its unique business model mostly based on own-branded products,
which make it comparable with food manufacturers, rather than with
its immediate food retailing peers. This differentiating factor
implies superior cash flow generation that supports financial
flexibility and comfortable liquidity.

KEY ASSUMPTIONS

Fitch's key assumptions for its rating case include:

-- Revenue normalising to a decline of around 7% in FY22 due to a
    high base effect in FY21, and 3%-4% CAGR from FY23.

-- Capex averaging 3% of sales over the next four years.

-- EUR274 million cash distribution to shareholders in FY22,
    followed by on average EUR30 million from FY23.

-- Working-capital normalisation reflected in a gradual decrease
    of payable days over the next four years.

In Fitch's recovery analysis, Fitch follows a going-concern (GC)
approach in restructuring and believe that Picard would be
reorganised rather than liquidated.

Our calculations reflect Picard's brand value and well-established,
albeit niche, position, in the French frozen-food market. Its GC
enterprise value of EUR990 million is based on a GC
post-restructuring EBITDA of EUR165 million (37% lower than the
FY21 result), reflecting permanent improvements to its cost
structure and an increased customer base in recent years. Fitch
regards this level of GC EBITDA as appropriate as it would be
sufficient to cover a cash debt service cost of EUR60 million,
estimated cash taxes under a stressed scenario of about EUR40
million and sustainable capex of EUR55 million to maintain the
viability of Picard's business model.

Fitch applies a multiple of 6.0x to reflect Picard's structurally
cash-generative business operations despite their small scale.
After deducting 10% for administrative charges, post-restructuring
enterprise value is EUR891 million.

Fitch also assumes a fully drawn EUR60 million RCF under the new
debt structure.

Under the planned debt structure, Fitch's waterfall analysis
generates a ranked recovery for the super-senior RCF in the 'RR1'
category, leading to a 'BB(EXP)' instrument rating with a waterfall
generated recovery computation (WGRC) output percentage of 100%
based on current metrics and assumptions. The waterfall analysis
generates a ranked recovery for the senior secured floating-rate
notes in the 'RR3' category, resulting in a 'B+(EXP) rating with a
WGRC of 59%, and for the senior notes in the 'RR6' category, with a
rating of 'CCC+(EXP)' and a WGRC of 0%.

RATING SENSITIVITIES

Factors that may, individually or collectively, lead to an
upgrade:

-- Continuation of solid operating performance, for example,
    reflected in positive LFL revenue growth from FY23 onwards,
    and superior profitability for the sector with strong FCF
    margins in mid-single digits;

-- FFO adjusted gross leverage below 6.5x on a sustained basis,
    driven mostly by debt prepayments reflecting a commitment to
    more conservative capital allocation;

-- FFO fixed-charge cover above 2.2x on a sustained basis.

Factors that may, individually or collectively, lead to outlook
revision to stable:

-- Continuation of solid operating performance, as reflected in
    neutral-to-positive LFL revenue growth from FY23, along with
    high profitability - e.g. at least low-to-mid single-digit FCF
    margins;

-- Evidence of less aggressive capital allocation leading to FFO
    adjusted gross leverage trending towards 8.5x, or below, over
    the rating horizon;

-- FFO fixed-charge cover above 2.0x on a sustained basis.

Factors that may, individually or collectively, lead to negative
rating action/owngrade:

-- Deteriorating competitive position post-pandemic leading to
    sustained erosion in LFL sales growth and EBITDA margin in
    tandem with an aggressive dividend policy resulting in FFO
    adjusted gross leverage remaining above 8.5x (7.0x net of
    cash) by FYE23;

-- In the event of operating outperformance, material dividend
    distributions leading to FFO adjusted gross leverage remaining
    above 9.0x over the rating horizon, or above 8.5x (7.0x net of
    cash) at least two years before major contractual debt
    maturities;

-- Diminished financial flexibility, due to lost financial
    discipline; reduced liquidity headroom; or FFO fixed-charge
    cover permanently below 1.5x.


BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity. Fitch expects Picard's liquidity to remain
healthy. The new RCF should provide an extra EUR60 million of
liquidity (twice the current RCF), further improving the liquidity
profile. Fairly low capex intensity and manageable working-capital
outflows provide healthy positive FCF generation that further
reinforces Picard's liquidity profile. Fitch forecasts Picard to
maintain healthy available cash levels of at least EUR150 million
over FY22-FY24, but liquidity can be threatened by sizeable cash
outflows related to M&A or dividend distributions.

ISSUER PROFILE

Picard is a French food retailer, with a leading share (around 20%)
in the highly specialised and niche frozen food market.

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.




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

APOLLO 5 GMBH: Moody's Affirms 'B3' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Apollo 5 GmbH
(Aenova). At the same time, Moody's has affirmed the B3 instrument
ratings of the EUR440 million senior secured 1st lien term loan B
and the EUR50 million senior secured revolving credit facility,
borrowed by Aenova Holding GmbH. The outlook on all ratings remains
stable. The TLB will increase by EUR125 million and its maturity
will be extended until March 2026, following the refinancing of the
around EUR122 million (including accrued interest) PIK notes.

The debt proceeds, together with cash on balance, will be used to
repay the PIK notes plus prepayment fees, and cover transaction
fees and expenses.

RATINGS RATIONALE

The rating affirmation is mainly driven by the agency's
expectations that key credit metrics will remain adequately
positioned within Aenova's B3 rating guidance over the next 12 to
18 months, following the refinancing. Moody's views this
transaction as credit positive because it supports deleveraging
prospects because the PIK notes would have continued to accrued
interest, the company will also decrease its weighted average cost
of debt, and extend the TLB maturity by one year.

The agency expects that Moody's adjusted gross leverage will close
at 6.7x in 2021, but will improve towards 6x during 2022. This is
driven by the agency's expectations that Aenova will exhibit
top-line growth around the mid-single digits in percentage terms
over the next three years. The agency anticipates Moody's adjusted
free cash flow (FCF) will be negative over 2021-22 because the
company has accelerated its strategic capital expenditure programme
to increase capacity on its semi solid and steriles dosage form
capabilities, which should bolster future growth. Moody's forecasts
that Moody's adjusted FCF will turn in positive in 2023.

Aenova's rating is supported by its good business position as the
seventh largest contract development and manufacturing organisation
(CDMO) in the world with leading positions in oral solid,
semisolid, and soft gel dosage forms in Europe, as well as in
animal health; an improved operating performance over the past 18
months that the agency expects will continue over the next 12 to 18
months thanks to the company's good execution of its turnaround
plan; the industry's high barriers to entry because of its
capital-intensive and regulated nature; and its customer stickiness
because of high switching costs and related execution risks.

Conversely, the rating is constrained by the company's high Moody's
adjusted gross leverage, with deleveraging dependent on earnings
growth; Aenova's manufacturing production concentration in Europe,
particularly in Germany; a degree of business risk in the CDMO
sector because of social factors related to responsible production,
although the company has a good track record in terms of quality;
and the agency's expectation of negative Moody's adjusted FCF,
partially mitigated by an adequate liquidity.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Aenova's
performance will continue to improve over the next 12 to 18 months
and that an increase in earnings will support a decrease in Moody's
adjusted gross leverage to below 6.5x by year-end 2022. The outlook
assumes that the company will not undertake any major debt-funded
or any shareholder distributions.

LIQUIDITY PROFILE

Aenova's liquidity is adequate and is supported by EUR50 million of
cash and cash equivalents as of year-end 2020 and EUR50 million
available under its RCF. Moody's expects the company will
accelerate capital expenditure over 2021 and 2022 to increase
capacity and will therefore have negative Moody's FCF over that
period. The company intends to extend maturity of its term loan B
debt by one year to 2026 with the refinancing and the company does
not face debt maturities before that.

Under the loan documentation, the RCF lenders benefit from a
springing senior secured net leverage covenant set at 8.16x, tested
only when the RCF is drawn by more than 40%. Moody's expects Aenova
to maintain good capacity under this covenant, if tested.

STRUCTURAL CONSIDERATIONS

The B3-PD probability of default rating, in line with the CFR,
reflects Moody's assumption of a 50% family recovery rate, typical
for covenant-lite secured loan structures, including first-lien
bank debt facilities. The B3 ratings of the EUR565 million senior
secured term loan B (TLB), and EUR50 million senior secured RCF
reflect their pari passu ranking and sharing of the same security
package.

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

Upward rating pressure could occur if the company's performance
continues to improve and that the company evidences a sustainable
increase in profitability and margins; if it achieves positive FCF
(Moody's-adjusted) and its Moody's-adjusted gross leverage falls
below 5.5x on a sustained basis.

Conversely, downward rating pressure could develop if the company's
performance deteriorates or there are increases in debt that
prevent Moody's-adjusted gross leverage decreasing below 6.5x by
2022; or its FCF remains negative on a sustained basis (for example
FCF does not start to turn positive in 2023) or its liquidity
deteriorates; or the company performs large debt-financed
acquisitions or engages in significant distributions to
shareholders, which would be evidence of a more aggressive
financial policy than currently incorporated into the rating.

LIST OF AFFECTED RATINGS

Issuer: Apollo 5 GmbH

Affirmations:

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Outlook Action:

Outlook, Remains Stable

Issuer: Aenova Holding GmbH

Assignment:

Senior Secured Bank Credit Facility, Assigned B3

Affirmations:

Senior Secured Bank Credit Facilities, Affirmed B3

Outlook Action:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Germany, Aenova is a leading European CDMO that
provides outsourcing services to the pharmaceutical and healthcare
industries. Aenova is the largest European CDMO for oral solids and
semi-solids, the #1 player for niche segment of animal health, and
#2 globally for soft gels which have a higher technological
complexity than oral solids. Aenova operates primarily through 15
production sites in Europe. In 2020, the company generated revenue
of EUR740 million and reported EBITDA before non-recurring items of
EUR112 million. Aenova has been owned by the private-equity company
BC Partners since 2012.


GREENSILL BANK: Used State-Back Loans to Reduce GFG Exposure
------------------------------------------------------------
Cynthia O'Murchu, Sylvia Pfeifer and Olaf Storbeck at The Financial
Times report that Greensill Bank used state-backed loans from three
European governments to reduce its exposure to companies owned by
Sanjeev Gupta, highlighting the extent of the potential taxpayer
exposure to the metals magnate's troubled business empire.

The scheme, described in documents seen by the FT, provides insight
into the tactics that Greensill Bank employed as it tried to pacify
regulators concerned about the risk from loans to Gupta's GFG
Alliance.

Supply chain finance group Greensill Capital collapsed into
administration in March, triggering an international political and
financial scandal, the FT recounts.  The lender's ties to
Mr. Gupta's companies are currently the focus of a criminal
investigation by the UK's Serious Fraud Office into GFG, the FT
notes.

Last year, Greensill's Bremen-based banking subsidiary faced
increasing pressure from German financial watchdog BaFin to curtail
its extensive lending to GFG, the FT recounts.

In response, Greensill Bank devised a plan to use government
guarantees granted under Covid economic measures to offset its
credit risk, the FT relays, citing a report by the bank's
administrator.

At the end of July 2020 Greensill Bank wrote to BaFin outlining a
plan under which government-backed loans extended to three GFG
companies from France, Italy and the Czech Republic would be used
as cash collateral against the bank's existing loans to GFG,
according to the report from administrator Michael Frege of German
law firm CMS Hasche Sigle, the FT discloses.

Greensill Bank's credit risk to GFG would be offloaded to the
governments, the report explains.  At the time of Greensill's
collapse, GFG companies owed its Bremen-based bank more than EUR2.8
billion, the FT says, citing the administrator's report.

GFG companies in France, Italy and the Czech Republic obtained four
loans worth a combined EUR190 million, with the respective
governments providing guarantees of 80% or 90% of the value of the
loans, according to the FT.

The report said lawyers working for the administrator are examining
the validity of the loan guarantees, the FT notes.

The loans were granted in addition to taxpayer-backed loans worth
GBP400 million extended to eight Gupta-linked companies under
Britain's Coronavirus Large Business Interruption Loan Scheme, the
FT discloses.

The entire group was rocked by the collapse of Greensill, its
biggest lender.  GFG, the FT says, is now trying to refinance and
pay back creditors.

Greensill Bank's management is under criminal investigation on
suspicion of balance sheet manipulation, following a complaint from
BaFin, which in early March ordered a moratorium on the bank's
business, the FT states.  A forensic audit, carried out by KPMG
found that Greensill Bank "was unable to provide evidence of the
existence of receivables in its balance sheet that it had purchased
from the GFG Alliance", according to the FT.


HUGO BOSS: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on  June 21, 2021, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Hugo Boss AG.

Headquartered in Metzingen, Germany, Hugo Boss AG designs,
produces, and markets brand name clothing.


THYSSENKRUPP AG: Egan-Jones Retains B- Sr. Unsecured Debt Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 14, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by thyssenkrupp AG. EJR also maintained its 'B' rating
on commercial paper issued by the Company.

Headquartered in Essen, Germany, thyssenkrupp AG manufactures
industrial components.




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

NAVIOS MARITIME: Egan-Jones Keeps CC Sr. Unsecured Debt Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2021, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Navios Maritime Holdings, Inc.  EJR also downgrade
the rating on commercial paper issued by the Company to D from C.

Headquartered in Pireas, Greece, Navios Maritime Holdings, Inc.
offers maritime freight transportation services.




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

AQUEDUCT EUROPEAN 3-2019: Fitch Gives Final B- Rating on F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Aqueduct European CLO 3-2019 DAC 's
refinancing notes final ratings.

      DEBT                     RATING              PRIOR
      ----                     ------              -----
Aqueduct European CLO 3-2019 DAC

A-R Loan XS2340854921   LT  AAAsf   New Rating   AAA(EXP)sf
A-R Notes               LT  AAAsf   New Rating   AAA(EXP)sf
B-1R XS2340855654       LT  AAsf    New Rating   AA(EXP)sf
B-2R XS2340856207       LT  AAsf    New Rating   AA(EXP)sf
C-R XS2340856892        LT  Asf     New Rating   A(EXP)sf
D-R XS2340857510        LT  BBB-sf  New Rating   BBB-(EXP)sf
E-R XS2340858161        LT  BB-sf   New Rating   BB-(EXP)sf
F-R XS2340858328        LT  B-sf    New Rating   B-(EXP)sf
X-R XS2354776374        LT  AAAsf   New Rating   AAA(EXP)sf

TRANSACTION SUMMARY

Aqueduct European CLO 3-2019 DAC is a securitisation of mainly
senior secured loans (at least 90%) with a component of senior
unsecured, mezzanine, and second-lien loans. The note proceeds have
been used to redeem existing notes except for the subordinated
notes and to fund the current portfolio with a target par of EUR400
million. The portfolio is managed by HPS Investment Partners CLO
(UK) LLP. The CLO envisages a 4.6-year reinvestment period and an
8.6-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality (Neutral): Fitch places the average
credit quality of obligors in the 'B' range. The Fitch-weighted
average rating factor (WARF) of the current portfolio is 34.08.

Recovery Inconsistent with Criteria (Negative): Over 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the portfolio is 64.28% under
Fitch's criteria and 66.27% under the recovery rate definition in
the transaction documents. As the recovery rate provision does not
reflect Fitch's latest rating criteria, assets without a recovery
estimate or recovery rate by Fitch can map to a higher recovery
rate than in Fitch's current criteria. To factor in this
difference, Fitch has applied a stress on the breakeven WARR of
1.5%, which is in line with the average impact on the WARR of EMEA
CLOs following the criteria update

Diversified Asset Portfolio (Positive): The indicative 10 largest
obligors' limit at 22.50% is higher than the top 10 obligors'
exposure at 13.22% of the portfolio. The transaction also includes
limits on the Fitch-defined largest industry at a covenanted
maximum 17.5% and the three-largest industries at 44.5%. These
covenants ensure that the asset portfolio will not be exposed to
excessive concentration.

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

Model-implied Ratings Deviation (Negative): The assigned ratings of
the class A to F notes are one notch above the model-implied rating
(MIR). All notes pass one notch below the assigned ratings based on
the stress portfolio with the maximum default rate shortfall at the
target rating at -2.50%. The deviation reflects the transaction's
steady performance, and the positive cushion across the capital
structure based on the current portfolio.

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

RATING SENSITIVITIES

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

-- A 125% default multiplier applied to the portfolio's mean
    default rate, and with this being subtracted from all rating
    default levels, and a 25% increase of the recovery rate at all
    rating recovery levels, would lead to a downgrade of up to
    five notches for the rated notes, except the class A-R notes,
    which are already at the highest rating on Fitch's scale and
    cannot be upgraded.

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

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

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

-- A 125% default multiplier applied to the portfolio's mean
    default rate, and with the increase added to all rating
    default levels, and a 25% decrease of the recovery rate at all
    rating recovery levels, would lead to a downgrade of up to
    five notches for the rated notes.

-- Downgrades may occur if the build up of the notes' credit
    enhancement following amortisation does not compensate for a
    higher loss expectation than initially assumed due to an
    unexpected high level of default and portfolio deterioration.

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.

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.


AQUEDUCT EUROPEAN 3-2019: Moody's Assigns B3 Rating to Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing debt issued by Aqueduct
European CLO 3-2019 Designated Activity Company (the "Issuer"):

EUR1,200,000 Class X Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aaa (sf)

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

EUR60,000,000 Class A Senior Secured Floating Rate Loan due 2034,
Definitive Rating Assigned Aaa (sf)

EUR29,500,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR12,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Definitive Rating Assigned Aa2 (sf)

EUR26,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR26,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR21,200,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR11,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes and
Class A Loan. The class X Notes amortise by 50% or EUR600,000 over
the first four payment dates, starting on the 1st payment date.

As part of this reset, the Issuer has extended the reinvestment
period to around 4.6 years and the weighted average life to 8.6
years. It has also amended certain concentration limits,
definitions 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 senior secured obligations and at least
70% of the portfolio must consist of senior secured loans.
Therefore, up to 10% of the portfolio may consist of senior
unsecured obligations, mezzanine obligations and high yield bonds.
The portfolio is expected to be almost fully ramped as of the
closing date.

HPS Investment Partners CLO (UK) LLP ("HPS") 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 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 debt in order of seniority.

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

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

Methodology Underlying the Rating Action:

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

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

The rated debts' performance is subject to uncertainty. The debts'
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 debts'
performance.

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

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

Target Par Amount: EUR400,000,000

Diversity Score: 48

Weighted Average Rating Factor (WARF): 3043

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 8.6 years


BBAM EUROPEAN I: Moody's Assigns B3 Rating to EUR12MM F-R Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by BBAM
European CLO I Designated Activity Company (the "Issuer"):

EUR246,000,000 Class A-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR30,800,000 Class B-1-R Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR12,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR25,800,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR25,400,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR21,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR12,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

As part of this reset, the Issuer has increased the target par
amount by EUR150 million to EUR400 million. 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 will issue the notes in connection with the refinancing
of the following classes of notes (the "Original Notes"): Class A
Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes, Class D
Notes, Class E Notes and Class F Notes, due 2033 previously issued
on June 29, 2020.

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 96.8% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the three month ramp-up period in compliance with the
portfolio guidelines.

BlueBay Asset Management LLP ("BlueBay") 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 remaining
transaction's 4.5 year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations or credit improved obligations.

In addition to the seven classes of notes rated by Moody's, the
Issuer has previously issued EUR31,500,000 Subordinated Notes due
2034 which are not rated.

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

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

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR400 million

Defaulted Asset: EUR0

Diversity Score: 47

Weighted Average Rating Factor (WARF): 3001

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years


BBAM EUROPEAN I: S&P Assigns 'B-' Rating on Class F-R Notes
-----------------------------------------------------------
S&P Global Ratings assigned credit ratings to BBAM European CLO I
DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes. At
closing, the issuer also issued 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 29, 2021.

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 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
S&P's counterparty rating framework.

  Portfolio Benchmarks
                                                         CURRENT
  S&P weighted-average rating factor                    2,804.70
  Default rate dispersion                                 471.26
  Weighted-average life (years)                             5.33
  Obligor diversity measure                               102.36
  Industry diversity measure                               20.51
  Regional diversity measure                                1.26

  Transaction Key Metrics
                                                         CURRENT
  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                            B
  'CCC' category rated assets (%)                           3.87
  Covenanted 'AAA' weighted-average recovery (%)           34.15
  Covenanted weighted-average spread (%)                    3.60
  Covenanted weighted-average coupon (%)                    4.00

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 such obligation, to
improve the recovery value of such related collateral obligation.

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

The purchase of loss mitigation obligations is not subject to the
reinvestment criteria or the eligibility criteria. The issuer may
purchase loss mitigation obligations using interest proceeds,
principal proceeds, or amounts in the collateral enhancement
account. The use of interest proceeds to purchase loss mitigation
obligations is subject to:

-- The manager determining that after such purchase there are
sufficient interest proceeds to pay interest on all the rated notes
on the upcoming payment date.

-- In the manager's reasonable judgment, the coverage tests will
be passing on the next payment date.

The use of principal proceeds is subject to:

-- Passing par coverage tests.

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

-- The obligation is a debt obligation ranking senior to, or pari
passu with, the related defaulted or credit impaired obligation.

-- The obligation not maturing after the maturity date of the
rated notes.

-- The obligation having a par value greater than or equal to its
purchase price.

Loss mitigation obligations purchased with principal proceeds,
which have limited deviation from the eligibility criteria will
receive collateral value credit for overcollateralization carrying
value purposes. Loss mitigation obligations purchased with interest
or collateral enhancement proceeds will receive zero credit unless
the manager elects to apply collateral value credit in line with
the same limited eligibility condition. Any distributions received
from loss mitigation obligations purchased with the use of
principal proceeds will form part of the issuer's principal account
proceeds and cannot be recharacterized as interest. Any amounts
that do not represent part of the overcollateralization carrying
value can form part of the issuer's interest account proceeds. The
manager may, at their sole discretion, elect to classify amounts
received from any loss mitigation obligations as principal
proceeds.

The cumulative exposure to loss mitigation obligations purchased
with principal is limited to 5% of the target par amount. The
cumulative exposure to loss mitigation obligations purchased with
principal and interest is limited to 10% of the target par amount.

Rating rationale

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

The diversified collateral pool primarily comprises broadly
syndicated speculative-grade senior-secured loans and
senior-secured bonds. Therefore, S&P has conducted its credit and
cash flow analysis by applying its criteria for corporate cash flow
CDOs.

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the covenanted weighted-average spread (3.60%),
the reference weighted-average coupon (4.00%), and the covenant
weighted-average recovery rates at all ratings levels as
communicated by the 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.

"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 Dec. 27, 2025, 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.

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

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

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

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

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

-- S&P's model generated BDR at the 'B-' rating level of 25.70%
(for a portfolio with a weighted-average life of 5.33 years),
versus if it was to consider a long-term sustainable default rate
of 3.1% for 5.33 years, which would result in a target default rate
of 16.52%.

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

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

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

The Bank of New York Mellon, London branch is the bank account
provider and custodian. The transaction participants' documented
replacement provisions are in line with S&P's counterparty criteria
for liabilities rated up to 'AAA'.

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

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries if
certain conditions are met (non-exhaustive list): tobacco,
manufacturing or marketing of controversial weapons, thermal coal
production, speculative extraction of oil and gas, and obligors
that violate the ten principles of United Nations Global Compact.
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."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by BlueBay Asset
Management LLP.

  Ratings List

  CLASS   RATING     AMOUNT    INTEREST RATE (%)    CREDIT
                   (MIL. EUR)                     ENHANCEMENT (%)
  A-R     AAA (sf)   246.00      3mE + 0.87         38.50
  B-1-R   AA (sf)     30.80      3mE + 1.50         27.80
  B-2-R   AA (sf)     12.00            2.00         27.80
  C-R     A (sf)      25.80      3mE + 2.00         21.35
  D-R     BBB (sf)    25.40      3mE + 3.00         15.00
  E-R     BB- (sf)    21.00      3mE + 5.91          9.75
  F-R     B- (sf)     12.00      3mE + 8.55          6.75
  Subordinated  NR    31.50             N/A           N/A

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


BNPP AM 2021: Moody's Assigns B3 Rating to EUR12MM Class F Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by BNPP AM Euro CLO
2021 Designated Activity Company (the "Issuer"):

EUR1,600,000 Class X Senior Secured Floating Rate Notes due 2033,
Definitive Rating Assigned Aaa (sf)

EUR248,000,000 Class A Senior Secured Floating Rate Notes due
2033, Definitive Rating Assigned Aaa (sf)

EUR26,000,000 Class B-1 Senior Secured Floating Rate Notes due
2033, Definitive Rating Assigned Aa2 (sf)

EUR13,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2033,
Definitive Rating Assigned Aa2 (sf)

EUR24,300,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2033, Definitive Rating Assigned A2 (sf)

EUR28,200,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2033, Definitive Rating Assigned Baa3 (sf)

EUR21,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2033, Definitive Rating Assigned Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2033, 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 secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is 97.5% ramped as of the closing
date.

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

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by EUR200,000 over 8 payment dates starting
on the 2nd payment date.

In addition to the 8 classes of notes rated by Moody's, the Issuer
will issue EUR21,600,000 Class S-1 Subordinated Notes due 2033 and
EUR12,700,000 Class S-2 Subordinated Notes due 2033 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:

Performing par and principal proceeds balance: EUR400,000,000

Diversity Score*: 44

Weighted Average Rating Factor (WARF): 3000

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 8.5 years


BNPP AM EURO 2021: Fitch Assigns Final B- Rating on Class F Debt
----------------------------------------------------------------
Fitch Ratings has assigned BNPP AM Euro CLO 2021 DAC final
ratings.

     DEBT                RATING               PRIOR
     ----                ------               -----
BNPP AM Euro CLO 2021 DAC

A XS2345036938     LT  AAAsf   New Rating   AAA(EXP)sf
B-1 XS2345037076   LT  AAsf    New Rating   AA(EXP)sf
B-2 XS2345037407   LT  AAsf    New Rating   AA(EXP)sf
C XS2345037589     LT  Asf     New Rating   A(EXP)sf
D XS2345037662     LT  BBB-sf  New Rating   BBB-(EXP)sf
E XS2345038124     LT  BB-sf   New Rating   BB-(EXP)sf
F XS2345038041     LT  B-sf    New Rating   B-(EXP)sf
S-1 XS2345038397   LT  NRsf    New Rating  
S-2 XS2349870381   LT  NRsf    New Rating  
X XS2345036854     LT  AAAsf   New Rating   AAA(EXP)sf

TRANSACTION SUMMARY

BNPP AM Euro CLO 2021 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Net
proceeds from the note issuance have been used to fund a portfolio
with a target par of EUR400 million. The portfolio is actively
managed by BNP Paribas Asset Management France SAS. The CLO
envisages a 4.2-year reinvestment period and an 8.5-year weighted
average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 33.23.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is
61.97%.

Diversified Asset Portfolio (Positive): The transaction has four
matrices corresponding to two maximum top 10 obligor limits at 17%
and 20%; and two maximum fixed rate asset limits at 0% and 10%,
respectively. The transaction also includes various concentration
limits, including the maximum exposure to the three largest
(Fitch-defined) industries in the portfolio at 40%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Positive): The transaction has a 4.2-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Deviation from Model-implied Rating (Negative): The ratings on the
class A, B, C, D, E and F notes are one notch higher than the
model-implied ratings (MIR). When analysing the matrices with the
stressed portfolio, the notes showed a maximum breakeven default
rate shortfall ranging from -0.2% to -2.8% across the structure at
the assigned ratings.

The ratings are supported by the significant default cushion on the
identified portfolio at the assigned ratings due to the notable
cushion between the covenants of the transaction and the
portfolio's parameters.

All notes pass the assigned ratings based on the identified
portfolio. The class F notes' deviation from the MIR reflects the
agency's view that the tranche displays a significant margin of
safety in the form of 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:

-- 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 five notches depending on the notes, except for the class A
    and X notes, which are already at the highest rating on
    Fitch's scale and cannot be upgraded.

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

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

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

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

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

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.


CARLYLE EURO 2017-3: Moody's Affirms B1 Rating on Class E Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive rating to refinancing notes issued by Carlyle
Euro CLO 2017-3 DAC (the "Issuer"):

EUR234,000,000 Class A-1-R Senior Secured Floating Rate Notes due
2031, Definitive Rating Assigned Aaa (sf)

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

EUR29,500,000 Class A-2-A Senior Secured Floating Rate Notes due
2031, Affirmed Aa2 (sf); previously on Dec 28, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR15,000,000 Class A-2-B Senior Secured Fixed Rate Notes due
2031, Affirmed Aa2 (sf); previously on Dec 28, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR26,500,000 Class B-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed A2 (sf); previously on Dec 28, 2017
Definitive Rating Assigned A2 (sf)

EUR10,000,000 Class B-2 Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed A2 (sf); previously on Dec 28, 2017
Definitive Rating Assigned A2 (sf)

EUR20,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa2 (sf); previously on Dec 28, 2017
Definitive Rating Assigned Baa2 (sf)

EUR23,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Dec 28, 2017
Definitive Rating Assigned Ba2 (sf)

EUR11,100,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B1 (sf); previously on Dec 28, 2017
Definitive Rating Assigned B1 (sf)

RATINGS RATIONALE

The rationale for the rating 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 A-2-A Notes, Class A-2-B
Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes, Class D
Notes, and Class E Notes is a result of the refinancing, which has
no impact on the ratings of the notes.

As part of this refinancing, the Issuer has extended the weighted
average life test date by 9 months to March 28, 2027. It has also
amended certain concentration limits, 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 or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans.

CELF Advisors 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 ends in July 2022. 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 rating:

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: EUR388.3 million

Defaulted Par: EUR5.9 million

Diversity Score(*): 62

Weighted Average Rating Factor (WARF): 3388

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 4.14%

Weighted Average Recovery Rate (WARR): 45.20%

Weighted Average Life (WAL) test date: March 28, 2027


HENLEY CLO I: Fitch Assigns Final B-(EXP) Rating on F-R Notes
-------------------------------------------------------------
Fitch Ratings has assigned Henley CLO I DAC's refinancing notes
expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

DEBT              RATING
----              ------
Henley CLO I DAC

A-R    LT  AAA(EXP)sf   Expected Rating
B-1R   LT  AA(EXP)sf    Expected Rating
B-2R   LT  AA(EXP)sf    Expected Rating
C-R    LT  A(EXP)sf     Expected Rating
D-R    LT  BBB-(EXP)sf  Expected Rating
E-R    LT  BB-(EXP)sf   Expected Rating
F-R    LT  B-(EXP)sf    Expected Rating
X-R    LT  AAA(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Henley CLO I DAC is a securitisation of mainly senior secured loans
(at least 90%) with a component of senior unsecured, mezzanine, and
second-lien loans. The note proceeds will be used to redeem
existing notes except for the subordinated notes and to fund the
current portfolio with a target par of EUR400 million. The
portfolio will be actively managed by Napier Park Global Capital
Ltd. The CLO envisages a 4.5-year reinvestment period and an
8.5-year weighted average life (WAL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality (Neutral): Fitch places the average
credit quality of obligors in the 'B' range. The Fitch-weighted
average rating factor (WARF) of the current portfolio is 32.94

Strong Recovery (Positive): Over 90% of the portfolio comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch weighted average recovery rate (WARR)
of the portfolio is 62.98% under Fitch's criteria.

Diversified Asset Portfolio (Positive): The top 10 obligors'
exposure is at 16.1% of the portfolio, below indicative limit at
18%. The transaction also includes limits on the Fitch-defined
largest industry at a covenanted maximum 17.5% and the
three-largest industries at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.5-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.

Model Implied Ratings Deviation (Negative): Based on Fitch's
stressed portfolio analysis the model-implied ratings (MIR) of the
class B to F notes are one notch below the assigned rating levels.
The maximum default-rate shortfall at the assigned ratings based on
the stressed portfolio analysis is -3.08%. The deviation from MIR
reflects the transaction's steady performance, and the positive
cushion across the capital structure based on the current
portfolio.

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

RATING SENSITIVITIES

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

-- A reduction of the rating default rate (RDR) at all rating
    levels by 25% of the mean RDR and a 25% increase of the
    recovery rate at all rating levels, would lead to an upgrade
    of up to four notches for the rated notes, except the class A
    R and X-R notes, which are already 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 losses
    (at all rating levels) than Fitch's stressed portfolio assumed
    at closing, an upgrade of the notes during the reinvestment
    period is unlikely, given the portfolio credit quality may
    still deteriorate, not only by natural credit migration, but
    also by reinvestments.

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

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 25% decrease of the recovery rate at all rating
    levels would lead to a downgrade of up to five notches for the
    rated notes.

-- Downgrades may occur if the 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 default and portfolio
    deterioration.

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.


HENLEY CLO I: S&P Assigns Prelim. B- Rating on Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Henley
CLO I DAC's class X, A, B-1, B-2, C, D, E, and F notes. At closing,
the issuer will not issue additional unrated subordinated notes in
addition to the EUR34.20 million of existing unrated subordinated
notes.

The transaction is a reset of an existing transaction, which
originally closed in July 2019. The issuance proceeds of the
refinancing notes will be used to redeem the refinanced notes and
pay fees and expenses incurred in connection with the reset.

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

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

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

  Portfolio Benchmarks
                                                         CURRENT
  S&P weighted-average rating factor                    2,811.74
  Default rate dispersion                                 546.24
  Weighted-average life (years)                             5.13
  Obligor diversity measure                                99.80
  Industry diversity measure                               21.39
  Regional diversity measure                                1.17

  Transaction Key Metrics
                                                         CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                           B
  'CCC' category rated assets (%)                           3.05
  Covenanted 'AAA' weighted-average recovery (%)           34.50
  Covenanted weighted-average spread (%)                    3.80
  Covenanted weighted-average coupon (%)                    4.50

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 such obligation, to
improve the recovery value of such related collateral obligation.

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

The purchase of loss mitigation obligations is not subject to the
reinvestment criteria or the eligibility criteria. The issuer may
purchase loss mitigation obligations using interest proceeds,
principal proceeds, or amounts in the collateral enhancement
account. The use of interest proceeds to purchase loss mitigation
obligations is subject to:

-- The manager determining that there are sufficient interest
proceeds to pay interest on all the rated notes on the upcoming
payment date; and

-- Following the purchase of such loss mitigation obligation, all
coverage tests shall be satisfied.

The use of principal proceeds is subject to certain conditions,
including the following:

-- Passing par coverage tests;

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

-- The obligation purchased is a debt obligation, which ranks
senior or pari passu and has a par value greater than or equal to
its purchase price; and

-- The balance in the principal account remaining equal to or
greater than zero after giving effect to the purchase.

Loss mitigation obligations that have limited deviation from the
eligibility criteria will receive collateral value credit for
overcollateralization carrying value purposes. To protect the
transaction from par erosion, any distributions received from loss
mitigation obligations purchased with the use of principal proceeds
will form part of the issuer's principal account proceeds and
cannot be recharacterized as interest. Loss mitigation obligations
that do not meet this version of the eligibility criteria will
receive zero credit.

Amounts received from loss mitigation loans originally purchased
using principal proceeds will be returned to the principal account,
whereas any other amounts can form part of the issuer's interest
account proceeds. The manager may, at their sole discretion, elect
to classify amounts received from any loss mitigation obligations
as principal proceeds.

The cumulative exposure to loss mitigation obligations purchased
with principal is limited to 5% of the target par amount. The
cumulative exposure to loss mitigation obligations purchased with
principal and interest is limited to 10% of the target par amount.

Rating rationale

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

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 EUR400 million target par
amount, the covenanted weighted-average spread (3.80%), the
reference weighted-average coupon (4.50%), and the covenanted
weighted-average recovery rates as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

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

Until the end of the reinvestment period on Jan. 25, 2026, the
collateral manager may substitute assets in the portfolio for so
long as S&P's 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.

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

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

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

"Our credit and cash flow analysis shows a negative break-even
default rate (BDR) cushion for the class F notes at the 'B-' rating
level. Nevertheless, based on the portfolio's actual
characteristics and additional overlaying factors, including our
long-term corporate default rates and recent economic outlook, we
believe this class is able to sustain a steady-state scenario, in
accordance with our criteria. S&P's analysis reflects several
factors, including:

-- The class F notes' available credit enhancement is in the same
range as that of other CLOs S&P has rated and that have recently
been issued in Europe.

-- S&P's BDR at the 'B-' rating level is 26.99% versus a portfolio
default rate of 15.90% if it was to expect a long-term sustainable
default rate of 3.1% for a portfolio with a weighted-average life
of 5.13 years.

-- Whether the tranche is vulnerable to nonpayment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

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

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries
(non-exhaustive list): tobacco, controversial weapons, and thermal
coal and fossil fuels from unconventional sources. 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."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Napier Park
Global Capital Ltd.

  Ratings List

  CLASS    PRELIM.   PRELIM. AMOUNT   INTEREST RATE   CREDIT
           RATING      (MIL. EUR)                   ENHANCEMENT(%)
  X        AAA (sf)         1.00       3mE + 0.40%       N/A
  A        AAA (sf)       238.00       3mE + 0.95%     40.50
  B-1      AA (sf)         29.00       3mE + 1.65%     28.25
  B-2      AA (sf)         20.00             2.00%     28.25
  C        A (sf)          24.50       3mE + 2.15%     22.13
  D        BBB (sf)        24.00       3mE + 3.00%     16.13
  E        BB- (sf)        25.50       3mE + 5.96%      9.75
  F        B- (sf)         11.00       3mE + 8.53%      7.00
  Subordinated  NR         34.20               N/A       N/A

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


IRISH BANK: Liquidators Extend Wind-up Process by Two Years
-----------------------------------------------------------
Joe Brennan at The Irish Times reports that the liquidators of the
remnants of Anglo Irish Bank and Irish Nationwide Building Society
have extended their wind-up by a further two years to the end of
2024, as they estimate the sale of remaining assets in the current
environment would result in a 30% hit compared with values before
the Covid-19 pandemic.

Irish Bank Resolution Corporation (IBRC), which took over the
assets of the two failed lenders in 2011 and was put into
liquidation two years later, had a remaining loan portfolio of
about EUR3.4 billion at the end of last year, The Irish Times
relays, citing the liquidators' seventh annual update report.

However, that figure is based on the book value of the loans at the
time of the liquidation and does not does reflect current market
values, according to The Irish Times.  That makes it difficult to
assess what the 30% drop referred to in the report would equate to
in monetary terms, The Irish Times states.

Some 57% of IBRC's remaining loan and asset portfolio is exposed to
leisure, a sector that has been particularly hit by the pandemic,
according to the liquidators, Kieran Wallace and
Eamonn Richardson of KPMG, The Irish Times notes.  Offices account
for a further 24%, while retail and industrial make up 17%, and
residential 2%, The Irish Times discloses.

Russia and eastern Europe account for two-thirds of the remaining
loans and assets, The Irish Times says.  Some of these are known to
relate to the overseas property portfolio once owned by the family
of businessman Sean Quinn, according to The Irish Times.

"It appears that values will only begin to recover from 2022 on and
will take two years from then to recover to 2019 levels," The Irish
Times quotes the report as saying.  The onset of Covid-19 initially
prompted the liquidators last year to extend the wind-up by a year
to the end of 2022, as the pandemic hit asset sales and delayed
court cases in which IBRC is involved.

Estimates for the final liquidation costs are also rising. The
liquidators estimate that total liquidation fees will amount to
between EUR320 million and EUR327 million by the time the work is
completed, The Irish Times discloses.  That's up from a range of
EUR291 million and EUR306 million forecast two years ago, The Irish
Times notes.

"This report highlights the ongoing impact which Covid-19 is having
on some of the key aspects to delivering a successful winding up of
IBRC," said Minister for Finance Paschal Donohoe in a statement as
his department published the latest report, adding that pushing out
the completion date "will allow the special liquidators to achieve
the best possible return for the taxpayer on the remaining assets
while also concluding the remaining legal cases which IBRC are
party to".

Liquidation costs amounted to EUR16.4 million last year, bringing
the total since IBRC was wound up in February 2013 to EUR293.8
million, The Irish Times discloses.

The collapse of Anglo Irish Bank and Irish Nationwide cost the
State EUR34.7 billion when they failed in 2009, The Irish Times
relates.

The banking crash and subsequent economic crisis forced the
government to seek a EUR67.5 billion international bailout from the
European Union, the International Monetary Fund and the UK, Sweden
and Denmark in late 2010, The Irish Times recounts.




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

BRIGNOLE CO 2021: DBRS Gives Prov. B(low) Rating on Class X Notes
-----------------------------------------------------------------
DBRS Ratings GmbH assigned provisional ratings to the following
classes of notes to be issued by Brignole CO 2021 S.r.l. (the
Issuer):

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at B (high) (sf)
-- Class X Notes at B (low) (sf)

DBRS Morningstar did not assign a provisional rating to the Class F
Notes or the Class R Notes to be issued in this transaction. The
rating on the Class A Notes addresses the timely payment of
interest and the ultimate repayment of principal by the legal
maturity date. The ratings on the Class B, Class C, Class D, and
Class E Notes address the ultimate payment of interest and the
ultimate repayment of principal by the legal maturity date while
junior to other outstanding classes of notes, but the timely
payment of interest when they are the senior-most tranche, in
accordance with the Issuer's default definition (liquidation)
provided in the transaction documents. The rating on the Class X
Notes addresses the ultimate payment of interest and the ultimate
repayment of principal by the legal maturity date.

The ratings referenced above are provisional ratings based on
information provided to DBRS Morningstar by the Issuer and its
agents as at the date of this press release. The ratings can be
finalized upon receipt of final information and data and of an
executed version of the governing transaction documents. To the
extent that the documents and the information provided to DBRS
Morningstar as of this date differ from the executed versions of
the governing transaction documents, DBRS Morningstar may assign
different final ratings to the rated notes.

The transaction represents the issuance of Class A, Class B, Class
C, Class D, Class E, Class X (together, the Rated Notes), Class F,
and Class R Notes (together with the Rated Notes, the Notes) backed
by a pool of approximately EUR 275.6 million of fixed-rate
receivables related to unsecured Italian consumer loans granted by
Creditis Servizi Finanziari S.p.A. (Creditis; the originator and
servicer) to individuals residing in Italy. The transaction
envisages an 18-month revolving period during which time the Issuer
will purchase new receivables that the originator may offer
provided that certain conditions set out in the transaction
documents are satisfied.

The Class X Notes are not collateralized by receivables and
entirely rely on excess spread to pay interest and repay principal.
Their amortization with interest funds is expected to be completed
in 23 instalments, starting during the revolving period.

DBRS Morningstar based its ratings on the following analytical
considerations:

-- The transaction capital structure, including form and
sufficiency of available credit enhancement.

-- Credit enhancement levels that are sufficient to support DBRS
Morningstar's projected expected net losses under various stress
scenarios.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay investors according to the terms under which
they have invested.

-- Creditis' capabilities with respect to originations,
underwriting, servicing, and financial strength.

-- The appointment of a backup servicer upon closing.

-- The transaction parties' financial strength with regard to
their respective roles.

-- The credit quality, diversification of the collateral, and
historical and projected performance of the seller's portfolio.

-- The sovereign rating on the Republic of Italy, currently rated
BBB (high) with a Negative trend by DBRS Morningstar.

-- The expected consistency of the transaction's legal structure
with DBRS Morningstar's "Legal Criteria for European Structured
Finance Transactions" methodology, the presence of legal opinions
that are expected to address the true sale of the assets to the
Issuer, and the nonconsolidation of the Issuer with the seller.

TRANSACTION STRUCTURE

The transaction envisages that principal on the Notes will be
repaid on a fully sequential basis, excluding the Class X Notes'
principal which can only be repaid with interest funds but junior
to interest on the Class A to Class F Notes, including the
respective PDLs, except interest on the Class R Notes.

The transaction benefits from a cash reserve of EUR 2.7 million
funded with part of the proceeds of subscription to the Class X
Notes that can be used to cover shortfalls in senior expenses and
interest on the Class A to Class E Notes. The Rated Notes pay
interest indexed to one-month Euribor plus a margin and the
interest rate risk arising from the mismatch between the
floating-rate notes and the fixed-rate collateral is hedged through
an interest rate cap with an eligible counterparty.

COUNTERPARTIES

BNP Paribas Securities Services SCA/Milan (BNP Milan) is the
account bank for the transaction. DBRS Morningstar has a private
rating on BNP Milan, which meets DBRS Morningstar's criteria to act
in such capacity. The transaction documents contain downgrade
provisions consistent with DBRS Morningstar's criteria with respect
to BNP Milan's role as account bank.

The transaction is exposed to interest rate risk due to the
mismatch between the fixed-rate assets and the floating-rate
liabilities. The risk is mitigated by an interest rate cap with an
eligible counterparty set on a fixed amortization schedule of the
loans derived assuming a 6% constant prepayment rate. Natixis S.A.
(Natixis) is the cap counterparty for the transaction. DBRS
Morningstar does not publicly rate Natixis, but maintains a private
rating on it and concluded that Natixis meets the minimum
requirements to act in this capacity in relation to the ratings
assigned.

The transaction documents envisage downgrade provisions consistent
with DBRS Morningstar's criteria. Such provisions envisage the
replacement of Natixis upon loss of a DBRS Morningstar rating of
BBB.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

CORONAVIRUS DISEASE (COVID-19) CONSIDERATIONS

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many asset-backed
security (ABS) transactions, some meaningfully. The ratings are
based on additional analysis to expected performance as a result of
the global efforts to contain the spread of the coronavirus.

Notes: All figures are in euros unless otherwise noted.




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

KASPI BANK: S&P Alters Outlook to Positive & Affirms 'BB-/B' ICRs
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Kazakhstani Kaspi Bank to
positive from stable and affirmed its 'BB-/B' long- and short-term
issuer credit ratings on the bank.

At the same time, S&P affirmed its 'kzA' Kazakhstan national scale
rating on Kaspi Bank.

S&P said, "Our analysis focuses on the consolidated accounts of
Kaspi.kz (the group), the ultimate parent of Kaspi Bank. Kaspi Bank
provides the group's banking operations and will likely continue to
represent more than 90% of the group's total assets and more than
70% of the group's operating revenue, including revenue from the
payment business, in the next two years. We therefore view Kaspi
Bank as a core entity of the group.

"The group's operating performance remained strong in 2020 and
first-quarter 2021. Its return on average equity (ROAE) exceeded
70% over this period and we expect returns to stay at least at this
level over the next two years. We note that in 2021 the group
continues to demonstrate impressive growth of its payment and
e-commerce segment, with monthly active customers reaching 10
million people (+61% year on year) and ROAE hitting a record high
of 85%. Besides active business and customer growth, the achieved
performance was also a result of improvement in the key asset
quality indicators, in our view. Despite the COVID-19 pandemic, the
group's cost-of-risk (COR) reduced to a five-year low of 1.7% in
2020, from 3.0% in 2019. At the same time, the stock of problem
assets slightly declined, with the share of nonperforming assets in
the loan portfolio declining to 10.1% at year-end 2020 from 11.2%
in 2019, versus the systemwide average of about 22%-24%. Last year,
the bank demonstrated much lower credit losses compared with
domestic peers as well as retail monoline banks in Russia.

"Asset quality improvements reflect stricter selection during the
pandemic, but also a strategic shift. The improvements achieved
reflect much stricter client selection processes in the second and
third quarters of 2020, due to the pandemic and relatively
short-term loan portfolio. However, we also think that the shift in
strategic focus toward transaction-tied short-term BNPL loans and
merchant financing played a role in lower delinquency rates in
credit losses. For example, the share of BNPL in newly provided
loans in first-quarter 2021 stood at 48%, up from 30% a year ago,
and annualized COR remained broadly stable at 1.9%, despite an
acceleration of lending. The ongoing changes in the lending mix go
together with improvement of underwriting and collection processes,
which might further support sustainably lower credit losses and
problem loans compared with peers from Kazakhstan and neighboring
countries.

"Risks may arise from rapid growth across payments, e-commerce, and
fintech segments. Since the bank operates primarily through on-line
platforms, we think it is exposed to operating risks such as cyber
risk and customer data protection risks, which could lead to
reputational and financial damages. Nevertheless, so far, we
haven't seen major cases of operating risks that brought material
financial or franchise damages.

"We expect Kaspi Group will preserve a moderate capital buffer. We
anticipate our RAC ratio will remain in the range of 5.5%-6.0% at
year-end 2022. Despite very high profitability, with ROAE remaining
above 75% over the next two years, we think that the capital buffer
will be capped by the group's generous dividend policy, with the
dividend payout ratio close to 65%.

"The group's credit profile will continue to benefit from
sustainably strong earnings generation. We think that the group's
solid franchise across all platforms where it operates, its
diversified business, and a high reliance on fees and commission
income, which is less volatile over the economic cycle, support its
business stability. . We also think that the group's long track
record of solid earnings generation will continue to support its
capital and business flexibility. We expect that the bank will
preserve its stable funding profile dominated by customer deposits,
as well as its ample liquidity position.

"The positive outlook on Kaspi Bank reflects our view that the
bank's creditworthiness might improve over the next 12-18 months,
reflecting the continuous improvement of its asset quality metrics,
including sustainably lower credit losses than domestic peers. We
think asset quality is likely to be supported by the bank's ongoing
shift toward BNPL loans and merchant financing, and away from
general purpose unsecured retail loans. The bank's improvement of
its underwriting and collection processes should also contribute.

"We could upgrade the bank in the next 12-18 months if it maintains
sustainably good asset quality indicators, at the level achieved
last year, with credit losses and nonperforming assets sustainably
lower than peers in Kazakhstan and neighboring countries. An
upgrade would also be contingent on management demonstrating its
ability to manage rapid growth in retail lending and payment
business, and associated operating risks, including cyber risks and
data protection.

"We could revise the outlook back to stable if recent improvements
in asset quality metrics prove to be unsustainable, with growing
credit losses and nonperforming assets. A negative rating action
may also follow if we see materialization of nonfinancial risks,
bringing financial losses or damaging Kaspi Bank business franchise
on the domestic market. Although unlikely, significant dividend
distribution leading to deterioration of the bank's capital
position may also prompt a negative rating action."




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

ALTISOURCE PORTFOLIO: Egan-Jones Keeps CCC+ Sr. Unsec. Debt Ratings
-------------------------------------------------------------------
Egan-Jones Ratings Company, on June 14, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Altisource Portfolio Solutions S.A. EJR also
upgraded the rating on commercial paper issued by the Company to B
from C.

Headquartered in Luxembourg, Altisource Portfolio Solutions S.A.
provides real estate and mortgage services.


EP BCO SA: Fitch Affirms 'BB-' LT IDR, Outlook Negative
-------------------------------------------------------
Fitch Ratings has affirmed EP BCo's (Euroports) Long-Term Issuer
Default Rating (IDR) at 'BB-' with a Negative Outlook. Fitch has
also upgraded Euroports' EUR365 million first lien term loan B
(TLB) and EU 45 million revolving credit facility (RCF) to 'BB+'
from 'BB' and the EUR105 million second lien TLB to 'B+' from 'B'.

RATING RATIONALE

Euroports' IDR reflects stable cash flows from its mature terminals
that are concentrated in the commodity sector, but also its bullet
debt structure, which entails refinancing risk at TLBs' maturities
in 2026 and 2027. Its long-standing relationships with a
diversified customer base mitigate the limited cash flow
visibility, especially from terminals under development.

The Negative Outlook reflects the continued uncertainty around
Europort's expected deleveraging path following the around EUR40
million of additional debt. Consequently, Euroports' gross debt to
EBITDA remains above the negative rating sensitivity of 6x for the
next two to three years in the Fitch rating case (FRC). Euroports'
liquidity position is solid as the company has no bullet maturities
until 2027.

The upgrade of the first and second lien TLBs and RCF reflects
Fitch's updated view on the principles underlying the recovery
analysis methodology. This is based upon notching guidance for
issuers with 'BB' category IDRs considering a 'RR2' Recovery Rating
on the first lien TLB and RCF and a 'RR5' for the second lien TLB,
reflecting average recovery characteristics of similar-ranking
instruments.

KEY RATING DRIVERS

Diversified Portfolio of Commodity Terminals - Volume Risk:
Midrange

Euroports' portfolio of 15 terminal areas is strategically located
close to production and consumption centres and benefits from good
hinterland and multi-modal connectivity. The portfolio comprises
mature assets, such as the German and Finnish terminals, as well as
terminals with projects under development backed, in some cases, by
long-term contracts. Customer concentration is moderate.

Cargo is largely origin and destination (O&D) and concentrated in
the commodity sector. With the exception of coal and metals,
commodities have a low degree of correlation, hedging to some
extent the volatility of Euroports' volumes. The company is working
to replace coal volumes with other commodities, including greener
fuels. Exposure to competition is generally limited by Euroports'
proximity to port end-users and a lower portion of standardised
cargo volume than a port container operator.

Pricing Tracks Inflation - Price Risk: Midrange

Euroports has long-standing relationships with a diversified
customer base. Take-or-pay clauses underpin only a small portion of
revenue. The terminal operator benefits from full price flexibility
across all regions. However, tariff increases tend to be limited by
contractual arrangements, generally indexed at inflation to varying
degrees.

Self-Funded Capex Plan - Infrastructure Development & Renewal:
Midrange

Euroports is well-equipped to deliver its investment programme
given its record of implementation of large maintenance and
expansionary investments on its network. Its capex plan is
self-funded and focused on projects such as new warehouses, backed
by long-term contracts with group clients and short payback periods
of up to six years. Fitch expects expansionary capex to remain
lower than in the past as major projects (Gaolan in China) are
completed.

Refinance Risk and Floating-Rate Debt - Debt Structure: Weaker

Euroports' acquisition finance bullet debt is secured, exposed to
variable rates and looser covenants than a pure project finance
(PF) debt structure. The structure entails some protection against
re-leveraging risk, as the additional facility limit allows for
future taps only up to the net leverage at financial close, tested
at both the senior and second-lien levels. Excess cash flow sweep
and lock-up features are less protective than typical PF
transactions, and Fitch does not assume any debt repayment until
the facilities mature.

The significant refinancing risk of the bullet structure weighs on
Fitch's assessment. However, Euroports has a history of extending
concession tenors ahead of its legal maturity. In Fitch's view, the
first- and second-lien TLBs have a similar probability of default,
as second-lien creditors can undertake enforcement actions upon an
event of default, and collapse the entire debt structure once that
the standstill period lapses.

Recovery Considerations

The recovery rating prospects are key credit features in this
transaction where the first and second lien TLBs have the same
probability of default (due to a cross default clause) but
different recovery prospects. To rate this transaction, Fitch is
applying the principles underlying the updated recovery analysis
methodology to determine a recovery rating and instrument ratings.
The first lien is notched up from the IDR by two notches, while the
second lien is notched down by one notch.

Fitch considers the first lien as "category 2 first lien" (i.e.
first lien instruments issued by non-US-based borrowers). This
leads to a recovery rate of RR2 and the instrument rating is now
two notches above the IDR to 'BB+', from 'BB' at the prior review.
The notching from the IDR is based on a rating grid for issuers
with 'BB' category IDRs. This grid reflects average recovery
characteristics of similar-ranking instruments.

The first priority debt accounts for around 80% of the overall debt
and is around four times larger than the second-lien instruments,
suggesting weak collateral available to the second priority debt
and in practical terms, deep subordination. This results in second
lien instruments being rated at 'B+/RR5', one notch below the IDR.

Financial Profile

Under the FRC, gross leverage stays above 6x for the next two
years, primarily as a consequence of higher debt compared with
previous years and deleveraging to below 6x by 2024-25. Finance and
operating leases are captured as an operating expense, hence
reducing EBITDA.

PEER GROUP

Fitch compares Euroports with Russian Global Ports Investment PLC
(GPI; BB+/Stable) and LLC DeloPorts (Deloports; B+/Stable) and
Mersin Uluslararasi Liman Isletmeciligi A.S. (Mersin; BB-/Stable).

GPI is larger than Euroports, has a dominant position in its
market, albeit with increasing competition, and less concentrated
cargo, as it operates a container business. Euroports is more
dependent on growth and exhibits higher leverage than GPI.

Deloports' volumes are concentrated on the commodity sector and a
small number of customers, like Euroports. Furthermore, it does not
benefit from material take-or-pay agreements and is undertaking a
major expansionary capex plan. Deloports is more exposed to
competition and has a weaker volume assessment.

Mersin has lower leverage but its rating is capped by Turkey's
Country Ceiling.

RATING SENSITIVITIES

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

-- Fitch does not anticipate an upgrade as reflected in the
    Negative Outlook. Enhanced visibility of the expected
    deleveraging path with gross debt/EBITDA metrics materially
    below 6x could lead to a revision of the Outlook to Stable.

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

-- Failure to reduce projected Fitch - gross debt/EBITDA below 6x
    by 2023.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.

CREDIT UPDATE

Euroports' volumes felt by about 11% in 2020 compared with 2019,
while revenues only dropped by about 4.2% due to the effect of
coronavirus pandemic. However, Euroports implemented cost saving
initiatives that allowed EBITDA to slightly increase from 2019. In
December 2020 Euroports agreed to purchase the remaining 50% stake
of Grosstanklager-Ölhafen Rostock GmbH from its joint venture
partner (Total Germany) and 100% of the assets owned by Total
Germany. This transaction is expected to result in EUR3.8 million
additional EBITDA.

FINANCIAL ANALYSIS

Fitch-calculated 2021 revenues and EBITDA are in line with
management's budget and project volumes and tariff to grow in line
with GDP and inflation for the eurozone thereafter on its base case
(FBC). In the FRC, Fitch applied a haircut of 20% in both volumes
and tariff growth rates assumed in the FBC. Fitch assumed an EBITDA
margin of about 11% in both the FBC and FRC, capturing the leases
as operating expense. Fitch assumed annual capex of about 40
million and no dividends during the forecast period.

Asset Description

Euroports is a large, deep-sea port terminal operator in
continental Europe with terminals spanning a diverse geographic
footprint, including operations in China. Operations are generally
based on long-term agreements and concessions with port authorities
or other public bodies, which entitle it to operate port terminals
and related facilities in the various ports in which it has a
presence. In addition to deep-sea terminals, Euroports operates a
number of inland river terminals and contract logistics sites.

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.




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

CREDIT EUROPE BANK: Fitch Affirms 'B+' LT IDR, Outlook Negative
---------------------------------------------------------------
Fitch Ratings has affirmed Credit Europe Bank N.V.'s (CEB)
Long-Term Issuer Default Rating (IDR) at 'B+' with a Negative
Outlook and Viability Rating (VR) at 'b+'.

The Negative Outlook reflects continued downside risks to Fitch's
baseline scenario for the bank's asset quality, profitability and
capitalisation. The bank could face a sharper or more sustained
weakening of its financial profile than Fitch currently expects,
particularly in the context of its emerging market exposures, high
risk concentration levels and below peer average impaired loan
coverage levels.

KEY RATING DRIVERS

IDRS AND VR

CEB's ratings mainly reflect its weak asset quality and
profitability. The bank's material exposure to counterparties in
emerging markets and to cyclical industries is inherent to its
business model, but it also resulted in subdued revenues and
relatively high loan impairment charges in recent years. The bank's
stable and experienced management and its niche but established
franchise in international trade finance, corporate lending and
project finance are relative rating strengths. The bank also
benefits from generally stable retail deposit funding and adequate
capital levels, although the latter remains exposed to asset
quality shocks.

CEB has high levels of impaired assets and its asset quality
metrics are more volatile than larger peers due to geographic,
industry and borrower concentrations. The bank's impaired loan
ratio (comprising stage 3 loans) was 8.9% at end-2020, broadly
stable compared with 2019, despite the economic fallout from the
pandemic. CEB's coverage of impaired loans with loan loss
allowances is weak compared with peers at 34% at end-2020.

The bank has not had any large fraud cases, which have affected its
peers with international trade finance activities, but it still has
sizeable exposure to the tourism sector (largely in Turkey) at
about 12% of gross loans at end-2020. Fitch believes this exposure
remains a potential source of impairments for CEB, especially if
the resumption in tourism flows falls short of expectations.
Together these factors explain the negative trend in Fitch's asset
quality assessment.

CEB's earnings depend on global trade volumes, commodity prices and
its US dollar funding spread as most of its international trade
finance business is US dollar-denominated, while its funding is
predominantly in euros. Fitch expects the bank's profitability will
recover in 2021, although not to pre-crisis levels. Volume growth
in its core commodity trade finance franchise will not fully offset
subdued activity in the bank's corporate and retail lending. The
bank's weak earnings have little capacity to absorb potential asset
quality stress.

CEB's common equity Tier 1 (CET1) ratio was 16% at end-2020,
broadly stable compared with 2019. The bank has the ability to
scale down its risk-weighted assets quickly and strengthen its
solvency ratios, owing to the short maturities of exposures in some
parts of its business. Regulatory capital requirements are well
covered, although the bank's buffer is small in light of business
concentrations and low provision coverage of stage 3 and stage 2
exposures.

CEB's funding and liquidity are generally stable. Its main source
of funds is a granular deposit base collected online in the
Netherlands, Germany and Romania to a lesser extent. These are
complemented by deposits from international banks and corporates
originating from its trade finance and corporate banking
operations. CEB has very limited recourse to wholesale debt
funding.

SUPPORT RATING AND SUPPORT RATING FLOOR

CEB's Support Rating of '5' and Support Rating Floor of 'No Floor'
reflect Fitch's view that senior creditors cannot rely on receiving
full extraordinary support from the sovereign if CEB becomes
non-viable. This reflects the bank's lack of systemic importance in
the Netherlands, as well as the implementation of the EU's Bank
Recovery and Resolution Directive and the Single Resolution
Mechanism. These provide a framework for resolving banks, which is
likely to require senior creditors participating in losses, if
necessary, instead or ahead of a bank receiving sovereign support.

SUBORDINATED DEBT

CEB's Tier 2 subordinated debt is rated two notches below the
banks' VR, reflecting poor recovery prospects for this type of
debt.

RATING SENSITIVITIES

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

-- Fitch would likely downgrade CEB's ratings if its impaired
    loan ratio remained materially above 10% for an extended
    period of time, especially if provision coverage is kept at
    low levels. A prolonged period of losses or near breakeven
    profitability would also be rating negative.

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

-- The Outlook could be revised to Stable if CEB's loan quality
    metrics remain resilient despite its exposure to vulnerable
    sectors and profitability continues on its recovery path.

-- A durable improvement in CEB's operating profit/risk-weighted
    assets above 1% coupled with a significant reduction in the
    bank's stage 3 and stage 2 loans and exposure to borrowers in
    cyclical industries would be rating positive. It will be
    equally important to preserve current capital levels and
    reduce capital vulnerability to asset quality shocks by
    bringing the provision coverage of impaired loans closer to
    industry averages.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of the Support Rating and upward revision of the Support
Rating Floor would depend on a positive change in the Netherlands'
propensity to support its banks and a significant increase in CEB's
systemic importance. This is unlikely, in Fitch's view.

SUBORDINATED DEBT

CEB's subordinated debt rating is sensitive to changes in the VR.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


KONINKLIJE KPN: Egan-Jones Retains BB Sr. Unsecured Debt Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Koninklijke KPN N.V.

Headquartered in Rotterdam, Netherlands, Koninklijke KPN N.V. is a
telecommunications and IT provider in the Netherlands, serving both
consumer and business customers with its fixed and mobile networks
for telephony, broadband and television.




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

NORWEIGIAN AIR: Egan-Jones Retains D Sr. Unsecured Debt Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on  June 23, 2021, maintained its 'D'
foreign currency and local currency senior unsecured ratings on
debt issued by Norwegian Air Shuttle ASA. EJR also maintained its
'D' rating on commercial paper issued by the Company.

Headquartered in Baerum, Norway, Norwegian Air Shuttle ASA provides
airline services.




===============
P O R T U G A L
===============

BANCO MONTEPIO: DBRS Confirms 'B' LongTerm Issuer Rating
--------------------------------------------------------
DBRS Ratings GmbH confirmed the ratings of Caixa Economica Montepio
Geral, S.A. (Banco Montepio, or the Bank), including the Long-Term
Issuer Rating of B, and the Short-Term Issuer Rating of R-4. The
trend on the Issuer Ratings remains Negative. The Bank's Intrinsic
Assessment (IA) is maintained at B and the Support Assessment at
SA3.

The Bank's B (high) Long-Term Deposits rating is one notch above
the IA, reflecting the legal framework in place in Portugal which
has full depositor preference in bank insolvency and resolution
proceedings. The Bank's Short-Term Deposits rating is R-4 with a
Stable trend. See a full list of ratings at the end of this press
release.

KEY RATING CONSIDERATIONS

The confirmation of the ratings takes into account the actions
taken by the Bank under the new CEO to strengthen its balance sheet
as well as restore its profitability over the medium term. However,
the ratings and the Negative trend continue to reflect the Bank's
weak profitability, vulnerable capital buffers and the still large
stock of non-performing loans (NPLs). In addition, the impact on
the economic environment driven by the COVID-19 pandemic poses
further risks for the Bank's balance sheet and restructuring
process.

RATING DRIVERS

Given the Negative trend, an upgrade of the ratings is unlikely,
although the trend could change to Stable if the Bank strengthens
its capital buffers. An upgrade would also require a significant
improvement in profitability and asset quality.

A downgrade would occur if the capital position was to weaken
further, or if asset quality were to deteriorate. A weakening of
the Bank's franchise could also contribute to downward rating
pressure.

RATING RATIONALE

Banco Montepio is a small Portuguese retail and commercial bank
with total assets of around EUR 20 billion at end-Q1 2021 and is
majority owned by the Montepio Geral Associacao Mutualista (MGAM).
The Bank is currently implementing a restructuring plan aiming at
strengthening its balance sheet and franchise, as well as restoring
profitability in the medium term. Under the new CEO, who was
appointed in January 2020, the Bank is accelerating the process of
digital transformation and corporate simplification. Over the past
year, Banco Montepio has closed 39 branches, corresponding to
around 10% of the total network. The Bank is also implementing
measures to strengthen its capital buffers, as well as reduce NPLs,
and other non-core assets. On June 30th, 2021, the bank announced
the sale of its shareholding in Almina Holdings, S.A..

DBRS Morningstar views Banco Montepio's capital base as remaining
under pressure, and notes that the Bank is currently using the
temporary capital relief allowed by the ECB and the national
authorities in response to the COVID-19 pandemic. At end-Q1 2021,
the Bank reported phased-in CET1 and total capital ratios of 11.3%
and 13.4% respectively. Positively, in H2 2020 the Bank was able to
issue EUR 50 million in Tier 2 bonds, which were placed with the
Bank's main shareholder, as well as reduce RWAs, however these
factors only partially offset the negative operating result and the
capital deductions related to DTAs and the phase-in of IFRS-9.

In FY 2020 Banco Montepio posted a net loss of EUR 81 million,
mainly due to lower core income and trading income, as well as
higher impairments in anticipation of future asset quality
deterioration due to the COVID-19 pandemic. There was also an
increase in operating costs due to restructuring charges linked to
the reduction of the Bank's operational structure. Pressure on
profitably will likely remain in 2021 given the challenging
operating environment and the restructuring challenges the Bank
continues to face. For Q1 2021, Banco Montepio reported a net loss
of EUR 16 million.

Banco Montepio's gross NPE ratio fell to 10.4% at YE 2020 from
12.3% in FY 2019, however this increased slightly to 10.7% in Q1
2021 mainly as a result of the implementation of the EBA new
default definition. This level continues to compare unfavorably
with domestic and international peers. In our view, the capital
challenges the Bank faces, as well as the weak profitability, are
key constraints for the Bank's ability to reduce NPLs.

Further asset quality challenges will likely emerge from the
ongoing economic disruption from COVID-19, especially in sectors
which have been hit hard, such as tourism and hospitality. In DBRS
Morningstar's view, new NPL inflows will likely pick-up after the
end of the moratoria period in September 2021. At Q1 2021, around
24% of Banco Montepio's gross loan book was under moratoria.

In terms of funding, in Q1 2021 Banco Montepio increased its
exposure to the ECB through the TLTRO III funding program, while
the stock of deposits remained largely stable YoY. Access to
unsecured wholesale market remains more challenging and costly
compared to peers. The liquidity portfolio is mainly composed by
sovereign bonds and retained notes from covered bonds and RMBS.

ESG CONSIDERATIONS

Corporate Governance is a significant rating factor for the Bank.
This is included in the Governance category. Over recent years, the
Bank has experienced high management turnover and reputational
issues and these are reflected in the franchise and risk building
blocks. Banco Montepio was also subject to several administrative
proceedings and fines by the supervisory authorities in relation to
alleged past failures in controls. Over the past year, however, the
bank has made some progress in resolving some of these
proceedings.

Notes: All figures are in EUR unless otherwise noted.




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

BANK OTKRITIE: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has published Public Joint-Stock Company Bank
Otkritie Financial Corporation's (OB) Long-Term Issuer Default
Rating (IDR) of 'BB+' with Stable Outlook and Viability Rating of
'bb-'.

KEY RATING DRIVERS

IDR and SUPPORT RATING FLOOR

OB's Long-Term IDR and Support Rating Floor (SRF) of 'BB+' reflect
Fitch's view of a moderate probability of support from the Russian
authorities in case of need. This is based on OB's currently full
state ownership by the Central Bank of Russia (CBR) through its
banking system consolidation fund, and balances OB's moderate
systemic importance (it accounted for 2.6% of banking system assets
at end-1Q21).

OB failed in 2017 and has been rehabilitated by the CBR, which
bailed out senior creditors, recapitalised the bank and conducted a
substantial balance sheet clean up, including transfers of bad
assets to the bad debt fund owned by the CBR. The resolution
framework assumes privatisation of banks after rehabilitation.
Prior to the pandemic outbreak, the CBR targeted privatisation of a
minority stake in OB in 2021, but this has been delayed.

Fitch factors potential state support into ratings despite plans
for privatisation as (i) Fitch believes the state will continue to
support OB as long as it retains a majority stake in the bank; (ii)
according to Fitch's base case scenario the change of control will
not happen before two years and will depend on the improvement in
OB's business model and sufficient investor demand; and (iii) the
bank is of moderate systemic importance.

VR

OB's 'bb-' VR of reflects a reasonable franchise in the
concentrated Russian banking sector, stable asset quality after the
clean-up, moderate profitability, reasonable capitalisation and a
strong liquidity/funding profile. The rating also factors in the
limited record after the failure and planned lending growth above
the sector average.

Impaired loans (stage 3 and purchased of originated credit-impaired
under IFRS9) stood at 7.5% of gross loans at end-1Q21 and were
adequately (89%) covered by total loan impairment reserves. The
coverage by specific provisions was weaker at 65% as the bank
expects to recover some impaired loans due to availability of a
hard collateral. Most impaired loans are of a legacy nature and the
non-recoverable parts of these exposures have been transferred to
the CBR's bad debt fund. Stage 2 loans accounted for 1.5% of gross
loans at end-1Q21. Pressure from the pandemic on OB's asset quality
was only modest. According to management, the bank restructured
about 2% of gross loans in 2020, mostly in the form of payment
deferrals, and most of these loans returned back to schedule in
1Q21.

Net loans made up only 47% of total consolidated assets at
end-1Q21, while investments in securities represented 33%. About
half of these securities are low-risk rated sovereign and Russian
corporate bonds on balances of a pension fund (accounting for 18%
of the group's total assets) and an insurance company (6%) owned by
OB, while the bank's own bond portfolio is mainly for liquidity
management purposes. Market risk in the bond book is moderate at
group level, in Fitch's view, given its decent credit quality,
average duration below three years and ability of the pension fund
to pass negative revaluation on most of its securities to
pensioners at its full discretion, although there is no record of
it doing this.

Fitch's core profitability metric of operating profit to average
risk-weighted assets was 2.1% in 1Q21 (annualised) and 2% in 2020.
Net interest income made up 52% of total operating income in 2020,
while fees and commissions contributed 16%. The annualised
pre-impairment profit to average gross loans ratio was a good 5% in
2020, providing a reasonable cushion against loan impairment
charges, which are guided by the group at 1.2%-1.4% of average
loans for 2021. The annualised return on equity was 10% in 1Q21.

The Basel III Tier 1 capital ratio was 14.5% at end-1Q21, while the
estimated Fitch Core Capital ratio was lower at 13.5%, due to
deductions of net assets of the insurance company and the pension
fund. Regulatory consolidated capital ratios were reasonably above
the minimum regulatory requirements including buffers, with the
lowest cushion in the total capital adequacy ratio (13.4% at
end-1Q21 compared with an 11.5% minimum requirement). The bank
plans to grow faster than the sector average in the medium term and
lending growth will likely exceed internal capital generation.
Fitch therefore forecasts OB's capital ratios to decrease by
100bp-150bp in 2021-2022. Fitch believes extraordinary capital
support from the CBR is possible in case of need. However, the CBR
is unlikely to provide new capital for business expansion.

Customer deposits made up 68% of the group's liabilities at
end-1Q21 (pension and insurance liabilities made up another 23%),
or 91% of interest-bearing liabilities. The group showed decent 8%
growth in customer deposits in 2020 supported by strong growth of
current and savings accounts (CASA). As the group targets higher
margins, it will continue to focus on CASA accounts, whose share
increased from 28% at end-2019 to 41% at end-1Q21. The group's
consolidated liquidity position is strong due to a high balance of
liquid sovereign securities in the pension fund and the insurance
company. Fitch estimates that total liquid assets (cash and
equivalents, bonds and placements with the CBR) accounted for 38%
of total assets at end-1Q21. Excluding insurance and pension
assets, the share of liquid assets was lower at 24%, covering
customer accounts by a reasonable 32%.

RATING SENSITIVITIES

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

IDR and SRF

-- OB's IDRs and SRF are sensitive to changes in Russia's
    sovereign rating and an upgrade may stem from a sovereign
    upgrade. Fitch expects to keep at least two notches between
    the sovereign rating and OB's SRF due to the non-strategic
    state ownership and the privatisation plans.

VR

-- An extended record of profitable performance and franchise
    strengthening and more clarity over the banks' strategy after
    the privatisation, while keeping the Fitch core capital (FCC)
    ratio above 10%, could result in positive rating action on
    OB's VR.

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

IDR and SRF

-- OB's IDRs could be downgraded and the SRF revised down if the
    sovereign rating was downgraded. The ratings could also be
    downgraded if the state's controlling stake in OB is sold to a
    strategic investor with a lower rating than the sovereign or
    without a rating. However, even after privatisation, Fitch
    expects to maintain a SRF for OB, albeit at a lower level due
    to the bank's moderate systemic importance.

VR

-- OB's VR may be downgraded if high lending growth or asset
    quality deterioration (with impaired loans above 10% of gross
    loans for a few reporting periods) coupled with higher loan
    impairment charges leading to a negative profit, result in the
    FCC ratio falling below 10%.

SUBSIDIARIES: KEY RATING DRIVERS

N/A

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

N/A

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.

BEST/WORST CASE RATING SCENARIO

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


MOBILE TELESYSTEMS: Fitch Alters Outlook on 'BB+' IDR to Positive
-----------------------------------------------------------------
Fitch Ratings has revised PJSC Mobile Telesystems' (MTS) Outlook to
Positive from Stable, while affirming the telecoms company's
Long-Term Issuer Default Rating (IDR) at 'BB+'.

The change in Outlook follows an upgrade of MTS's parent Sistema
Public Joint Stock Financial Corporation (Sistema) to 'BB' from
'BB-'. Fitch will review the Outlook within the next 12-18 months,
once Fitch has more clarity on MTS's dividend policy, capex
programme, and its plans in relation to Public Joint-Stock Company
MTS Bank (MTSB; BB-/Stable). Funds from operations (FFO) net
leverage at below 2.8x and cash from operations (CFO) less
capex/gross debt at above 11% would be commensurate with a 'BBB-'
rating.

MTS is the largest mobile operator in Russia by revenue and
subscriber. It also provides fixed-line communication services in
numerous Russian regions. The ratings benefit from MTS's leading
position in the large Russian mobile market, a rational competitive
environment and solid profitability.

KEY RATING DRIVERS

PSL-Driven Positive Outlook: Fitch assesses parent-subsidiary
linkage (PSL) between MTS (the stronger subsidiary) and Sistema
(the weaker parent) as weak. This takes into account their
strategic, legal and operational ties. MTS's IDR was previously
capped by Sistema - two notches above its weaker parent's
consolidated credit profile. The Positive Outlook to MTS's IDR
reflects the change in Sistema's ratings, as the subsidiary's
rating is no longer constrained by Sistema's.

It is Fitch's assessment that Sistema's consolidated profile has
improved together with its Standalone Credit Profile (SCP) as
determined under Fitch's Investment Holding Companies Criteria.

Robust Operating Performance: MTS has demonstrated solid operating
results, despite challenges from the coronavirus pandemic. Revenue
excluding MTSB grew 2.6% yoy in 2020, unadjusted for discontinued
operations, and 3.8% on a like-for-like (LFL) basis. Growth was
driven by tariff increases in mobile services, sound performance in
media and b2b digital & clouds segments.

Fitch expects growth to continue in 2021-2022, supported by price
indexation, gradual roaming revenue increases, as travel
restrictions are removed, and by growth in non-telecom revenue.

Strong Market Positions: MTS retained its market leadership in
mobile, at more than a 30% market share by subscriber and revenue.
It was the leader in B2C broadband subscriber growth in Russia in
2020, at 10.3% to 3.8 million subscribers in 2020. MTS's subscriber
market share in broadband grew to 11% in 2020 from 10% in 2019; its
revenue market share remained at 9% in 2020 (TMT Consulting).

Well-Invested Networks: MTS's leadership is supported by a
well-developed network infrastructure. In 2020 4G coverage reached
85% of the population of Russia. The company views development of
fibre as one of its major priorities and continues investing in its
backhaul and fibre-to-the-building networks. MTS now offers
internet connections with a speed of 1Gb/s in more than 30 Russian
cities.

Negative Free Cash Flow (FCF): FCF after regular dividends
(excludes special dividends from sale of VF Ukraine and with MTSB
deconsolidated) was negative in 2020, despite MTS's sound operating
performance. Fitch expects post-dividend FCF to be negative in
2021-2024, with an FCF margin of -4.5% in 2021 and about -2% in the
following three years. This will mainly be driven by dividend
payments and high capex intensity of 22.5% in 2021, before
decelerating to 20% in 2022-2024.

Constantly Rising Leverage: MTS's FFO net leverage increased to
2.2x in 2020 from 1.5x in 2018. Fitch's rating case forecasts
leverage to grow further to 2.8x by end-2024. Given uncertainty
about the company's dividend policy and plans regarding MTSB, Fitch
has limited visibility of MTS's leverage trend over the next few
years. The company is currently revising its dividend policy, which
will take effect later in 2021.

High Capex: MTS's capex (without MTSB and VF Ukraine) increased to
RUB95 billion in 2020 from RUB81 billion in 2019. Fitch expects
capex to increase further to around RUB108 billion in 2021, in line
with the company's guidance, or 22.5% of sales. As a result, CFO
less capex/total debt fell below the upgrade threshold of 11% in
2020 and is expected to be 7% in 2021 and around 8%-9% in
2022-2024.

Costly Subsidiary Bank: MTS spent RUB12.8 billion on the
acquisition of the remaining stake in MTSB in 2019 and RUB13.5
billion more on equity injections and perpetual loans for the bank
in 2019-2020. Fitch conservatively assumes MTS will spend RUB5
billion annually to support MTSB in 2020-2023. MTSB assets
increased 20.9% yoy to RUB217.1 billion in 4Q20. Fitch expects MTSB
will continue growing its loan portfolio, requiring more capital
injections from MTS. MTSB is considering an IPO in 2022. However,
Fitch has no clarity on how the proceeds might be spent.

New Growth Drivers: MTS is focused on building its ecosystem of
digital services to extend the number of services and value
proposition to its customers. This includes media, FinTech,
shopping and cashback opportunities through partnership programmes.
MTS's OTT platform users increased 189% and pay-TV users 54% in
1Q21 from a year ago. The company has the ambition to grow its
OTT-platform users to 20 million (around 3 million in 1Q21). MTS
invested heavily in content and rebranded its OTT platform in
2021.

MTS was the number two cloud service provider in Russia at
end-2020. B2B digital & clouds services contributed RUB3.3 billion
to its total RUB24.3 billion revenue growth, including FinTech.

DERIVATION SUMMARY

MTS holds the leading position in mobile in Russia both by revenue
and subscriber. The segment accounts for more than 70% of MTS's
revenue. Its ratings are underpinned by its stable market position,
moderate leverage, sound operating performance and ample
pre-dividend FCF generation.

MTS's credit profile is consistent with the profile of western
European peers operating in single markets, such as Telefonica
Deutschland Holding AG (BBB/Stable) and Royal KPN N.V.
(BBB/Stable). MTS's ratings reflect a single-notch negative impact
of the low-scoring operating environment in Russia. This results in
tighter leverage thresholds versus its European peers'.

MTS is rated at the same level as its Russian peer with a
comparable market position, PJSC MegaFon (BB+/Stable), despite the
latter's currently higher leverage. This takes into account
uncertainties about further leverage progression at MTS in the long
term. VEON Ltd (BBB-/Stable), the third-largest mobile operator in
Russia and leading mobile operator in various high-growth emerging
markets, is rated one notch above MTS, which reflects its lower
leverage and clear commitment to its financial policy.

KEY ASSUMPTIONS

-- Revenue growing by low-to-mid single-digits in 2021, with
    growth decelerating to low single-digits in 2022-2024;

-- Fitch-defined EBITDA margin (after lease expenses) at about
    38% in 2021-2024;

-- Capex at 22.5% of revenues in 2021, declining to 20% in 2022
    2024;

-- Cash dividends of about RUB53 billion annually in 2021-2024;

-- About RUB15 billion annually of share buybacks in 2021-2024;

-- Cash outflows to support MTSB of RUB5 billion a year in 2021
    2024;

-- No significant net cash outflows / cash inflows from M&A in
    2021-2024.

RATING SENSITIVITIES

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

-- FFO net leverage sustainably below 2.8x;

-- (CFO - capex) / total debt equal or higher than 11% on a
    sustained basis (2020: 10%).

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

-- A sustained rise in FFO net leverage to above 3.3x;

-- Competitive weaknesses and market-share erosion, leading to
    significant deterioration in pre-dividend FCF generation;

-- A downgrade of Sistema, which would also be negative for MTS
    if Sistema remains the controlling shareholder.

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: MTS had comfortable liquidity at end-2020,
supported by a cash balance of about RUB55 billion and unused
committed credit facilities totalling RUB230 billion from major
Russian banks, which are mostly available until at least end-2024.
This compares with around RUB126 billion of debt maturing in
2021-2022.

ESG CONSIDERATIONS

MTS has an ESG Relevance score of 4 for Governance Structure
reflecting the dominant majority shareholder's influence over the
company and a significant number of related-party transactions.
This has a negative impact on the credit profile and is relevant to
the rating in conjunction with other factors.

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


NIG-ROSENERGO LTD: Bank of Russia Provides Update on Administration
-------------------------------------------------------------------
The Bank of Russia on June 30 disclosed that the provisional
administration to manage NIG-ROSENERGO, LTD (hereinafter, the
Insurance Company) established that the Insurance Company's
management conducted operations to divert funds inter alia through
granting imprest amounts and issuing loans to persons of dubious
creditworthiness or knowingly unable to fulfil their obligations.

In addition to previously sent information, the Bank of Russia
submitted information on the financial transactions suspected of
being criminal offences that had been conducted by the Insurance
Company' officials to the Prosecutor General's Office of the
Russian Federation and the Investigative Committee of the Ministry
of Internal Affairs of the Russian Federation for consideration and
procedural decision-making.


PRIMSOTSBANK: Fitch Alters Outlook on 'BB' LongTerm IDR to Stable
-----------------------------------------------------------------
Fitch Ratings has revised Russian Primsotsbank's (PSCB) Outlook to
Stable from Negative and affirmed the bank's Long-Term Issuer
Default Rating (IDR) at 'BB'. The agency has also affirmed the
Viability Rating (VR) at 'bb'.

The revision of the Outlook reflects the stabilisation of the
economic environment in Russia, which has reduced pressure on the
bank's financial profile from the ongoing pandemic. Its asset
quality remains stable and its pre-impairment profitability and
capital buffer provide the bank with a reasonable capacity to
absorb losses from a potential increase in cost of risk due to the
pandemic.

KEY RATING DRIVERS

The IDR is driven by PSCB's intrinsic creditworthiness, as
reflected by the 'bb' VR. The VR captures the bank's extended
record of strong through-the-cycle profitability, stable
capitalisation and funding profile, and only mild asset-quality
deterioration since the start of the pandemic. However, the ratings
also factor in PSCB's limited franchise in a concentrated Russian
banking sector, although the bank maintains notable market shares
in its core Far East region.

The Stable Outlook reflects Fitch's expectation that PSCB's
financial metrics will remain broadly stable in the medium term.

Loan quality has been stable since the start of the pandemic, with
impaired loans (Stage 3 loans under IFRS9) equal to 5.6% of gross
loans at end-1Q21, increasing by a moderate 80bp from end-2019.
Stage 2 loans have remained below 1% of the loan book.

The bank granted temporary payment holidays for 9% of gross loans
in 2Q20 and 3Q20 but almost all of them have since been repaid or
have returned to payment schedules. Problem exposures were 1.2x
covered by total loan loss allowances at end-1Q21. Fitch continues
to expect moderate asset-quality deterioration due to the pandemic
but additional impairments should be covered by the bank's
significant pre-impairment profit without putting pressure on its
capital buffer.

Profitability is a rating strength, underpinned by a healthy net
interest margin (5.7% in 2020) and materially improved operating
efficiency, with a cost/income ratio at 55% in 2020 (2019: 65%).
Loan impairment charges were moderate in 2020, equalling 1.5% of
average gross loans (up from 0.5% in 2017-2019). This was well
below the pre-impairment profit (5.4% of average loans), allowing
the bank to record a reasonable return on average equity of 17% in
2020, only slightly below 19% in 2019.

PSCB's Fitch Core Capital (FCC) was a reasonable 12% of regulatory
risk-weighted assets (RWAs) at end-2020, unchanged from end-2019's.
Its regulatory Tier 1 and Total capital adequacy ratios were,
respectively, 12.5% and 13.0% at end-1Q21, which were considerably
above the statutory minimums (including buffers) of 8.5% and 10.5%,
respectively.

The bank is almost fully (95% at end-1Q21) funded by customer
accounts, which are predominantly granular retail deposits. PSCB
faced only mild customer outflows during the height of the pandemic
in 1Q20 as customer funds increased in 2H20 and now exceed
pre-crisis levels. Its liquidity buffer is reasonable, with liquid
assets covering 34% of customer accounts at end-1Q21.

The bank's Support Rating of '5' and Support Rating Floor of 'No
Floor' reflect Fitch's view that support from the Russian
authorities cannot be relied on due to the bank's limited franchise
and thus low systemic importance.

RATING SENSITIVITIES

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

-- An upgrade would require a material expansion of the bank's
    franchise while maintaining stable asset quality and strong
    profitability.

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

-- A downgrade may result from material deterioration of asset
    quality and a material increase in loan impairment charges
    translating into sustainably weak profitability.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


SAFMAR FINANCIAL: S&P Affirms 'BB-/B' ICRs, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB-/B' long- and short-term issuer
credit ratings on Safmar Financial Investments PJSC (SFI).

The stable outlook reflects S&P's expectation that SFI will
maintain its LTV below 15%, with asset risk (namely credit quality
and diversity of assets) and corporate governance risk remaining
broadly the same over the outlook horizon.

As expected, SFI is maintaining its loan-to-value (LTV) below 15%
after the disposal of its nonstate pension fund SAFMAR in late
March 2021.

S&P said, "We expect SFI's LTV to remain below 15% in the next
12-18 months.The rating on SFI reflects our view that its LTV will
not exceed 15% for a prolonged period. We understand the disposal
of SAFMAR pension fund, which was completed in late March 2021, has
created momentum for the company to repay a portion of its debt
ahead of schedule, but this did not lead to a substantial reduction
in LTV. We estimate that the group's LTV is 13.8% as of June 28,
2021. Moreover, despite the company's cash and equivalents having
increased after the transaction, a portion was used for new asset
purchases and share buybacks rather than debt reduction. Our 'BB-'
rating continues to reflect our expectation of stable or somewhat
improving credit quality for SFI's investee companies and stable
portfolio values, which we estimate at about $1.5 billion as of
June 28, 2021."

The Europlan initial public offering (IPO) may positively affect
SFI's portfolio liquidity, but the timing remains uncertain SFI has
announced it will list its largest investee, car leasing company
Europlan, in 2021. S&P said, "We understand SFI is planning to
retain a controlling stake in Europlan after the IPO. Although we
believe the company is taking active steps to execute the listing
this year, we do not factor the proceeds from the IPO into our
base-case rating assumptions for 2021. We believe that the exact
timing of the IPO is dependent on market conditions. Europlan's
financial results for 2020 and first-quarter 2021 were resilient."
Asset quality remained stable, despite an economic downturn in
Russia in 2020. At the same time, the IPO will positively affect
the liquidity of SFI's portfolio investment companies, since a
higher proportion of its assets will be publicly listed.

SFI's portfolio size is limited, comprising unlisted assets, and it
lacks sector and geographical diversity. S&P's ratings remain
constrained by SFI's limited portfolio size (about $1.5 billion)
and diversification, as well as its exposure to economic and
business development in
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@159fff1d
(foreign currency: BBB-/Stable/A-3; local currency:
BBB/Stable/A-2). S&P also note that SFI has a limited, although
improving, track record of operations and portfolio turnover. In
our view, the substantial portfolio concentration of SFI's assets
in Russia continues to constrain its investment position. Its
portfolio contains a limited number of holdings, and the three
largest investees constitute about 90% of total investment
portfolio value, which highlights significant concentration. Except
M.Video and Russneft, all other investments are unlisted, which is
atypical for investment holding companies.

S&P said, "We see no impact on the rating at this stage from EU
sanctions on Mikhail Gutseriev, the father of the controlling owner
of SFI, Said Gutseriev.The personal sanctions for Mikhail Gutseriev
from the EU, introduced on June 21, 2021, included the freezing of
Mr. M. Gutseriev EU-based assets. We currently understand that SFI
and its investees are not subject to these sanctions.

"The stable outlook reflects our expectation that SFI will maintain
its LTV below 15%, with asset risk (namely credit quality and
diversity of assets) and corporate governance risk remaining
broadly the same over the next 12-18 months."

S&P would likely take a negative rating action if:

-- S&P notes a sustainable increase in leverage at SFI, with the
LTV ratio increasing above 15% for a prolonged period;

-- S&P sees deterioration in the credit quality of SFI's
subsidiaries, leading to significantly restricted capacity to
upstream dividends to SFI; or

-- S&P sees additional risks for corporate governance at SFI.

S&P said, "We could take a positive rating action if the credit
quality and liquidity of SFI's investees improves sustainably. A
positive rating action would also depend on our confidence that the
company's strategy is more predictable, and that it is likely to
stick to its plans regarding investment portfolio and leverage
levels."

Company Description

SFI's main investments are in leasing, property/casualty (P/C) and
life insurance, lending brokerage, and electronic retail in Russia.
SFI's investee companies largely operate on a stand-alone basis.

The main investments, which have exposure to different business
drivers, are:

-- Europlan (100% owned), which has a leasing portfolio of close
to Russian ruble (RUB) 80 billion ($1.1 billion). Europlan leads
the Russian car leasing market. S&P thinks this is the strongest of
SFI's operating entities from a credit perspective and in terms of
dividend capacity.

-- JSC VSK (49% stake), which is Russia's eighth-largest insurance
company, with RUB90 billion gross premiums written for 2020 ($1.25
billion). It offers a range of P/C insurance products, including
compulsory motor third-party liability insurance.

-- M.Video-Eldorado Group (10% stake), the largest consumer
electronics retailer in Russia, with annual sales of over RUB505
billion ($7 billion) in 2020, taking almost 30% of the market. The
group operates the M.Video and Eldorado retail brands, and the
Goods marketplace. It is the largest public online-retailer in
Russia and the leading internet merchant in consumer electronics.
The company's shares are traded on the Moscow Stock Exchange
(ticker: MVID).

-- Direct Credit Centre (DCC; 100% stake), which is the smallest
of SFI's investments. Established in 2011, DCC is Russia's largest
point-of-sales lending broker. DCC is the first Russian broker to
integrate major point-of-sales lending banks into its platform and
to become an online lending aggregator.

Liquidity

S&P assesses SFI's liquidity as adequate. S&P estimates that its
sources of liquidity should cover uses by more than 1.5x in the
next 12 months. The liquidity assessment also includes SFI's
existing liquidity buffer.

S&P expects principal liquidity sources for the 12 months from July
1, 2021, will include:

-- Cash and cash equivalents of about RUB1.6 billion.

-- RUB1.8 billion of proceeds from the DCC and MPS fund disposal,
which S&P believes is contracted and will be almost certainly
executed.

-- Dividends of RUB5 billion-RUB6 billion from portfolio companies
in 2022.

S&P expects principal liquidity uses for the same period include:

-- Operating expenses of about RUB1 billion.
-- Debt repayments of RUB1.7 billion.
-- Interest payments of RUB1.2 billion.


SOGLASIE INSURANCE: Fitch Alters Outlook on 'B+' IFS to Positive
----------------------------------------------------------------
Fitch Ratings has revised SOGLASIE Insurance Company Limited's
(Soglasie) Outlook to Positive from Negative while affirming the
company's Insurer Financial Strength (IFS) Rating at 'B+'.

KEY RATING DRIVERS

The revision of Outlook to Positive reflects Fitch's expectation
that Soglasie will strengthen its capital position and improve its
financial performance in the next 12-18 months.

The affirmation reflects Fitch's view that credit losses within the
fixed-income portfolio, under Fitch's conservative best-estimate
assumptions for 2021 and 2022, will only be moderate and therefore
allow capital and profitability metrics to remain within Soglasie's
rating tolerances. Fitch's current expectations for Soglasie are
more favorable than the pro-forma results implied by Fitch's 2020
coronavirus stress test analysis, which was the basis for the
previous Negative Outlook.

The rating of Soglasie reflects its weak capital position,
potentially volatile financial performance, weak, albeit improving,
quality of its investments and record of retrospective adverse
restatements of technical reserves.

Soglasie's capital position, as measured by Fitch's Prism
Factor-Based Model (FBM) score, remained below 'Somewhat Weak',
based on IFRS reporting at end-2020. Significant profit generation
in 2020, reflected in a net income return on equity of 15%,
underpinned stronger available capital, but was insufficient to
compensate the high 26% annual growth of net business volumes.

Russia's new solvency regulation effective from 1 July 2021 has led
the insurer to take additional steps to improve the quality of its
balance sheet; in particular, Soglasie disposed of land assets and
some equity holdings in its portfolio. Besides, the sole
shareholder made a substantial capital injection in June 2021 to
allow the insurer to meet the higher capital requirements by a
comfortable margin. This injection improves Fitch's Prism FBM score
on a pro-forma basis. Fitch expects Soglasie to consolidate this
improvement in 2021.

Despite a pandemic-related national lockdown, Soglasie's gross
(GWP) and net written premiums (NWP) grew 26% and 11%,
respectively, in 2020. This aggressive growth was mainly achieved
through a notable expansion in the compulsory motor-third party
(MTPL) insurance. This expansion was accompanied by a deterioration
in the loss ratio in 2H20, which was aggravated by the foreign
exchange (FX)-driven inflation of spare parts.

Motor damage, which is Soglasie's largest line with a share of 38%
of GWP in 2020, made a moderate underwriting profit in 2020, due
mainly to material subrogation income. This improved the insurer's
combined ratio, calculated for the non-life segment only, by 9pp to
98% in 2020, little changed on 2019's 99%. Despite a moderate
improvement in claims frequency and reduced use of reinsurance, the
insurer's loss and commission ratios under this line remain high.
Its other property and casualty line recorded a favourable
underwriting result in 2020.

Soglasie's financial performance was positive in 2020. Reported net
profit rose to RUB1.4 billion from RUB1.1 billion due to a stronger
underwriting result in the non-life segment and FX gains on
investments of RUB182 million (2019: FX losses of RUB276 million).
Fitch expects financial performance to remain positive in 2021.

Fitch scores Soglasie's reserve profile at 'b+' with a higher
influence under its credit factor scoring guidelines due to the
record of retrospective adverse restatements of its technical
reserves and some uncertainty around future reserves development.
At end-2020, the insurer's regulatory annual actuarial reports,
performed separately for the core non-life operating entity and the
life subsidiary, confirmed the sufficiency of the booked reserves.
However, unlike in prior years, Soglasie recorded a negative
run-off result in 2020, with a net one-year reserves
development/prior year shareholders' funds of -2%. The deficit was
due to large losses in property insurance and, to a lesser extent,
in motor lines.

Fitch views the credit quality and liquidity of Soglasie's
investments portfolio as weak, albeit improving. In 2020 Soglasie
slightly improved the credit quality of its investment portfolio
via the disposal of some equity holdings, which resulted in
mark-to-market losses RUB434 million at end-2020. Fitch-calculated
risky assets ratio remained at 69% at end-2020, little changed on
end-2019's 68%. The disposal of some risky assets in 2020 was
offset by an increase in sub-investment grade fixed-income
instruments.

RATING SENSITIVITIES

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

-- Strengthening of Soglasie's capital position, as reflected in
    a Prism FBM score of at least 'Somewhat Weak' on a sustained
    basis.

-- Improvement of the non-life underwriting result, provided that
    prior-year reserves run-off is positive.

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

-- Negative profitability and weakening liquidity position.

-- The Outlook could be revised back to Stable if the company is
    unable to improve capital position and its financial
    performance.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


[*] Bank of Russia Wants Creditors to Extend Loan Restructuring
---------------------------------------------------------------
The Bank of Russia has recommended that creditors extend retail and
SME loan restructuring until October 1, 2021.

It has made this decision in response to a growing number of
coronavirus cases and the restrictions introduced as such a
situation may affect the ability of individuals and entrepreneurs
to duly service their loans.

The restructuring will not make a negative impact on credit
histories of borrowers: the regulator has sent recommendations to
this effect to lenders and credit history bureaus.

With the capital cushion accumulated by the banking sector by now
and the release of the macroprudential buffer on consumer loans
from June 30, 2021, banks are able to ensure necessary provisioning
for the restructured loans.  

The Bank of Russia has also decided to extend the lifting of the
sectoral restrictions under the SME Lending Stimulus Programme
implemented with the support of JSC RSMB Corporation.  To receive a
loan under the Programme, an entrepreneur is to apply to one of the
authorized banks participating in the Programme, the list of which
is available on the JSC RSMB Corporation's website.

The Bank of Russia will monitor future developments and assess
whether it would be necessary to develop additional measures to
support individuals and businesses.




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

INVICTUS MEDIA: Fitch Lowers LongTerm IDR to 'CC'
-------------------------------------------------
Fitch Ratings has downgraded Invictus Media S.A.U's (Imagina)
Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC-'. Fitch
has also downgraded Imagina's first-lien senior secured instrument
rating to 'CCC-' from 'CCC'.

The downgrade reflects Fitch's view that a debt restructuring is
likely and that a liquidity crisis is imminent. Fitch believes the
company has hired advisers to explore restructuring options and
that additional funding is key to Imagina maintaining its liquidity
position. In the absence of any new capital announcements from the
company, Fitch views the existing capital structure as
unsustainable.

KEY RATING DRIVERS

Restructuring Likely: Fitch expects a restructuring of the current
capital structure to be inevitable over the next 12 months, given
Imagina's high indebtedness and lack of short-term liquidity. In
light of the limited short-term liquidity but positive growth
profile beyond 2021 the company and its lenders are likely
considering multiple options including a debt-to-equity conversion.
If the company is able to restructure its debt, any material
reduction in terms for existing lenders could be deemed a
distressed debt exchange (DDE), leading to a further downgrade.

Imminent Liquidity Crisis: The cancellation of football matches and
disruptions to content production during the pandemic severely
affected Imagina's operations in 2020. The company reported
negative EBITDA for 2020, which includes a negative EUR290 million
EBITDA contribution from the French League rights contract. Fitch
expects a modest return to growth in 2021 after the return of live
football and higher content demand but this will not be sufficient
to resolve its short-term liquidity position. Imagina has to make a
payment on its term loans of EUR45 million on 28 June but Fitch now
expects this payment will not be made.

Alternative Financing Options Remain: Fitch believes that Imagina
hired external advisors earlier in 2021 to assess funding options.
Fitch also believes the company has applied to funds managed by
state-owned Sociedad Española de Participaciones Industriales
(SEPI) to secure additional capital and to improve its liquidity.
The status of any application to SEPI is still unclear as is the
appetite of its existing shareholders for further equity injection.
Taking on any further debt from SEPI or otherwise will likely
require some form of amendment and extension to the existing term
loans, which would require approval from existing lenders.

Business Model Intact: Fitch believes that Imagina's strong
position in the sports audio-visual market, long-term relationship
with La Liga and content-production capabilities should allow a
return to EBITDA growth from 2021 onwards. The pandemic created a
highly unique disruption to the company's business model but does
not represent a future systemic threat to the industry. Imagina has
a solid contracted revenue base with leading market positions
yielding good organic deleveraging capacity beyond FY21.

Future Football Disruption Possible: Imagina should have fairly
good visibility on 2021 revenues as long as matches continue to be
played. Football leagues globally have adapted well to the pandemic
and have been able to play matches in empty stadia. Future
disruption to match schedules could occur if infection rates
increase among teams or if governments place new restrictions on
live sports as occurred during the first wave of the pandemic.

DERIVATION SUMMARY

Fitch assesses Imagina using Fitch's Ratings Navigator for
diversified media companies and by benchmarking it against
Fitch-rated selected rights-management and content-producing peers,
none of which Fitch views as a complete comparator given Imagina's
fully integrated business model. Imagina's 'CC' rating reflects
Fitch's expectation that its existing credit facilities will be
restructured.

Imagina has a strong competitive position, and stronger regional,
rather than global, sector relevance but this is offset by high
dependence on key accounts (in particular the International La Liga
contract), a lower free cash flow (FCF) base in 2020 relative to
peers' as a result of the pandemic and the Ligue de Football
Professionnel settlement payable in France. Fitch believes Imagina
has a weaker business profile than Banijay Group SAS's
(B/Negative).

KEY ASSUMPTIONS

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

-- Revenue to increase in 2021 by 9.3% as global lockdowns are
    lifted and all matches are played with a TV audience in the
    first half of the year and live attendance in the second half.

-- Fitch-defined EBITDA margin (after deducting lease expenses
    and excluding the LFP settlement) to improve to 8.9% in 2021
    after a significant EBITDA loss in 2020 due to loss-making
    French football rights.

-- Capex around 4%-6% of sales in 2021 and 2022.

-- Working-capital outflow in 2021 of around 10% of revenue.

-- Non-recurring cash outflows of around EUR42 million relate to
    the remainder of the LFP settlement and payment to previous
    shareholder Prisa.

-- Available liquidity resources fully drawn throughout 2021.

KEY RECOVERY ASSUMPTIONS

-- Fitch uses a going-concern (GC) approach for Imagina in our
    recovery analysis, assuming that the company would be
    considered a GC in the event of a bankruptcy rather than be
    liquidated.

-- A 10% administrative claim.

-- Post-restructuring GC EBITDA estimated at EUR118 million.

-- Fitch uses an enterprise value (EV) multiple of 4.5x to
    calculate a post-restructuring valuation.

-- These assumptions result in a recovery rate of 65% for the
    senior secured instrument rating within the 'RR3' range and a
    recovery rate of 0% for the second-lien instrument rating
    within the 'RR6' range, resulting in a one-notch uplift and
    one-notch reduction of the respective instruments from the
    IDR.

RATING SENSITIVITIES

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

-- The ratings would be upgraded on sufficient improvement in
    liquidity that enables the company to meet its financial
    obligations for the next six to 12 months and provides
    adequate headroom to manage potential prolonged football-match
    disruptions.

-- Positive monthly FCF generation on a sustained basis.

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

-- A DDE leading to a downgrade before re-rating the new capital
    structure post-restructuring.

-- Company filing for insolvency proceedings.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Imminent Liquidity Crisis: At end-2020 Imagina had EUR99 million in
cash and equivalents and EUR1 million of undrawn credit facilities.
It is Fitch's expectation that working-capital outflows in 2021
will absorb most of its existing liquidity reserves. Thereafter
Fitch expects modest EBITDA growth and from 2022 a return to
positive FCF generation.

ISSUER PROFILE

Imagina is a Spanish-based vertically integrated global sports and
media entertainment group operating across the entire value chain
from rights management through content production using own
audio-visual capabilities in production, broadcasting and
transmission.

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.


REPSOL SA: Egan-Jones Keeps BB- Sr. Unsec. Debt Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Repsol S.A.

Headquartered in Madrid, Spain, Repsol S.A., through subsidiaries,
explores for and produces crude oil and natural gas, refines
petroleum, and transports petroleum products and liquefied
petroleum gas (LPG).




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

SAS AB: Egan-Jones Retains C Sr. Unsecured Debt Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2021, maintained its 'C'
foreign currency and local currency senior unsecured ratings on
debt issued by SAS AB. EJR also maintained its 'D' rating on
commercial paper issued by the Company.

Headquartered in Stockholm, Sweden, SAS AB offers air
transportation services.




=============
U K R A I N E
=============

UKRAINE: Egan-Jones Raises Sr. Unsecured Debt Ratings to BB+
------------------------------------------------------------
Egan-Jones Ratings Company, on June 14, 2021, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Ukraine to BB+ from BB-.




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

ATLANTICA SUSTAINABLE: Egan-Jones Keeps B- Sr. Unsec. Debt Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 15, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Atlantica Sustainable Infrastructure PLC. EJR also
maintained its 'B' rating on commercial paper issued by the
Company.

Headquartered in United Kingdom, Atlantica Sustainable
Infrastructure PLC provides renewable energy solutions.


BRITISH LAND: Egan-Jones Retains BB+ Sr. Unsec. Debt Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on June 15, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by British Land Company PLC.

Headquartered in London, United Kingdom, The British Land Company
PLC invests, both directly and through joint ventures, in
income-producing and freehold commercial properties in order to
maximize their growth and potential.


DAILY MAIL: Egan-Jones Retains BB+ Sr. Unsecured Debt Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Daily Mail and General Trust PLC.

Headquartered in London, United Kingdom, Daily Mail and General
Trust PLC owns and administers a wide range of media interests.


DOLFIN FINANCIAL: Enters Administration After FCA Halts Operations
------------------------------------------------------------------
Amy Austin at FTAdviser reports that wealth management firm Dolfin
Financial has fallen into administration only months after the
regulator told it to stop carrying out regulated activities.

Adam Stephens and Kevin Ley of Smith and Williamson were appointed
joint special administrators of Dolphin on June 30, FTAdviser
relates.

It comes after the firm was forced to cease regulated activities by
the Financial Conduct Authority (FCA) back in March, FTAdviser
notes.

At the time, the City watchdog said it had "identified a number of
serious concerns around the way that Dolfin operates its business",
FTAdviser relays.

These included the firm's tier one investor visa business
activities and financial crime controls, FTAdviser states.

In December 2019, the firm was on the receiving end of FCA
restrictions after concerns were raised regarding how it invested
funds deposited by tier one visa clients amid apprehensions around
potential conflicts of interest, FTAdviser recounts.

The FCA previously said it had been "working with Dolfin while it
took steps to try and address these concerns, including imposing
voluntary restrictions on its regulated activities on
December 24, 2019, and commissioning a Skilled Persons Review",
FTAdviser relays.

Following the conclusion of the review, the FCA decided to go ahead
with imposing restrictions, FTAdviser discloses.

Since March, Dolfin has been exploring available options to wind
down the business and transfer client monies and assets to a new
provider, FTAdviser relates.

The firm has about 500 clients with underlying client monies of
GBP120 million and custody assets of GBP1.28 billion, FTAdviser
notes.

But earlier this month, the company found this wind down could not
take place outside of a formal insolvency process after it reviewed
its financial position, FTAdviser discloses.

The business was placed in special administration, with Dolfin
looking to find a suitable successor, according to FTAdviser.

As at the date of special administration, the company employed
nearly 30 staff, FTAdviser notes.


FINSBURY SQUARE 2021-1: Fitch Rates Class D Notes 'CCCsf'
---------------------------------------------------------
Fitch Ratings has assigned Finsbury Square 2021-1 GREEN plc's
(FSQ2021-1) notes final ratings.

       DEBT                  RATING              PRIOR
       ----                  ------              -----
Finsbury Square 2021-1 Green plc

Class A XS2352499953   LT  AAAsf  New Rating   AAA(EXP)sf
Class B XS2352501105   LT  AA-sf  New Rating   AA-(EXP)sf
Class C XS2352501444   LT  Asf    New Rating   A-(EXP)sf
Class D XS2352501956   LT  CCCsf  New Rating   CCC(EXP)sf
Class X1 XS2352502764  LT  BB+sf  New Rating   BB+(EXP)sf
Class X2 XS2352504117  LT  BB-sf  New Rating   B+(EXP)sf
Class Z XS2352506161   LT  NRsf   New Rating

TRANSACTION SUMMARY

FSQ2021-1 is a securitisation of owner-occupied (OO) and buy-to-let
(BTL) mortgages originated by Kensington Mortgage Company Limited
and backed by properties in the UK. The securitised loans are
predominantly recent originations, up to and including April 2021,
with 13.2% (by current balance) from the Finsbury Square 2018-1 PLC
transaction. A pre-funding element will be included by the first
interest payment date (IPD) of GBP180.8 million.

KEY RATING DRIVERS

Additional Coronavirus Assumptions: Fitch applied additional
assumptions to the mortgage portfolio (see EMEA RMBS: Criteria
Assumptions Updated due to Impact of the Coronavirus Pandemic).

The combined application of revised 'Bsf' representative pool
weighted average foreclosure frequency (WAFF), revised rating
multiples and arrears adjustment resulted in a multiple to the
current FF assumptions of 1.1x at 'Bsf'.

Established Specialist Lender: Kensington takes a manual approach
to underwriting, focusing on borrowers that do not necessarily
qualify on the automated scorecard models of high-street lenders.
It therefore attracts a higher proportion of first-time buyers,
self-employed borrowers and borrowers with adverse credit histories
than is typical for prime UK OO lenders.

Fitch has applied an originator adjustment of 1.20x to its prime OO
assumptions for Kensington to account for this, and the performance
of Kensington's OO book data and previous FSQ transactions. Fitch
also made a 1.10x originator adjustment to the BTL loans to account
for the historical performance of Kensington's BTL book data and
previous FSQ transactions.

Moderate Pool Migration Risk: The transaction contains a
pre-funding mechanism through which further loans (initial
additional loans) may be sold to the issuer prior to the first IPD,
via proceeds from the over-issuance of notes at closing. If these
funds, standing to the credit of the pre-funding principal ledger,
are not used to purchase these loans, they will be used to pay down
the class A to C notes pro rata. A five-year revolving period will
be in place until the call date (June 2026), which allows new
assets to be added to the portfolio.

Additional loan conditions have been set at limits that mitigate
any material concerns of potential migration in the portfolio's
credit profile. Nevertheless, there remains potential for migration
from the inclusion of the initial additional loans and during the
revolving period toward these limits. Fitch has therefore assumed
migration in the portfolio characteristics up to the limits in the
additional loan conditions outlined in the transaction
documentation.

Self-Employed Borrowers: Prime lenders assessing affordability
typically require a minimum of two years of income information and
apply a two-year average or, if income is declining, the lower
figure. Kensington's underwriting practices allow underwriters'
discretion in using the latest year's income if it is increasing.
Fitch therefore applied an increase of 30% to the FF for
self-employed borrowers with verified income, as a criteria
variation, instead of the 20% increase under its UK RMBS Rating
Criteria to the OO sub-pool only.

RATING SENSITIVITIES

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

-- Stable to improved asset performance driven by stable
    delinquencies and defaults would lead to increasing credit
    enhancement levels and potential upgrades. Fitch tested an
    additional rating sensitivity scenario by applying a decrease
    in the FF of 15% and an increase in the recovery rate of 15%.
    The ratings for the subordinated notes could be upgraded by up
    to two notches.

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

-- The transaction's performance may be affected by changes in
    market conditions and economic environment. Weakening economic
    performance is strongly correlated with increasing levels of
    delinquencies and defaults that could reduce credit
    enhancement available to the notes.

-- Additionally, unanticipated declines in recoveries could also
    result in lower net proceeds, which may make certain note
    ratings susceptible to potential negative rating actions
    depending on the extent of the decline in recoveries. Fitch
    conducts sensitivity analyses by stressing both a
    transaction's base-case FF and recovery rate assumptions, and
    examining the rating implications on all classes of issued
    notes.

-- Fitch tested a 15% increase in WAFF and a 15% decrease in
    weighted average recovery rate. The results indicate a
    downgrade to the class B, C and X2 notes of two notches and
    the class A notes of no more than 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.

CRITERIA VARIATION

Prime lenders assessing affordability typically require a minimum
of two years of income information and apply a two-year average or
if income is declining, the lower figure. Kensington's underwriting
practices allow underwriters' discretion in using the latest year's
income if it is increasing. Fitch therefore applied an increase of
30% to the FF for self-employed borrowers with verified income, as
a criteria variation, instead of the 20% increase under its UK RMBS
Rating Criteria to the OO sub-pool only.

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 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.

Fitch conducted a review of a small targeted sample of Kensington's
origination files at the time of the FSQ2020-1 transaction and
found the information contained in the reviewed files to be
consistent with the originator's policies and practices, and the
other information provided to the agency regarding the asset
portfolio.

Overall, Fitch's assessment of the asset pool 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.


INTERNATIONAL GAME: Egan-Jones Keeps CCC+ Sr. Unsec. Debt Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 18, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by International Game Technology PLC. EJR also upgraded
the rating on commercial paper issued by the Company to B from C.

Headquartered in London, United Kingdom, International Game
Technology PLC designs, develops, manufactures, and distributes
computerized gaming equipment, software, and network systems.


INTERNATIONAL GAME: S&P Alters Outlook to Pos. & Affirms 'BB' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its rating outlook to positive from
negative and affirmed all its ratings on global lottery operator
and gaming technology provider International Game Technology PLC
(IGT), including its 'BB' issuer credit rating.

S&P said, "The positive outlook reflects that we could raise the
rating once we are confident IGT, after entertainment and travel
options fully reopen, can sustain leverage below our 4.5x upgrade
threshold.

"IGT's improving credit measures support our positive outlook. We
expect leverage to improve in 2021, driven by the continued
resiliency and demand for the company's lottery products,
sequential modest quarterly improvement in its gaming segment as
casinos begin to reduce capital preservation measures and the
COVID-19 vaccination rollout continues, eased capacity
restrictions, and strength in digital and betting services. We
believe that positive operating trends since March have continued
through June, stemming from the good pace of U.S. vaccinations,
massive fiscal stimulus and consumer savings, the relaxation of
restrictions (including mask mandates/guidance and capacity
limits), and pent-up demand for gaming and entertainment options.

"Additionally, we expect IGT to continue to benefit from a focus on
digital gaming, particularly in the U.S., with a number of
jurisdictions launching or making plans to launch online casinos
and sportsbooks over the next few years. IGT reported nearly 50%
growth in digital and betting service revenue in 2020, driven by an
expanding player base. We believe much of the pandemic-driven
growth may be sustained in 2021 and 2022 given the convenience of
online wagering. IGT identified $200 million in cost savings that
it intends to realize in 2021, has relatively moderate contract
renewal payments through 2022, and has stated it will use its
discretionary cash flow to repay debt. Furthermore, the sale of its
Italian business-to-consumer gaming machine, sports betting, and
digital gaming businesses (which closed in May 2021) will reduce
capital spending EUR200 million-EUR300 million in 2022 related to
the contract's gaming licenses renewal cycle.

"Although we believe the gaming industry has benefited from limited
entertainment and travel options since the beginning of the
pandemic, the impact of multiple stimulus packages and the rollout
of COVID-19 vaccines across the U.S., we believe demand for lottery
and casino games will likely remain steady over the near term given
our economists' forecast for good consumer spending growth. As a
result, we forecast adjusted leverage to improve to the mid-4x area
in 2021 from very high levels in 2020.

"IGT's lottery segment has outperformed forecasts, and we expect
continued growth.IGT's good position in lottery markets provided
some stability over the last year and softened the blow from
significantly lower revenue in the gaming segment. IGT is the
largest provider of lottery services and solutions globally and has
leading market positions in Italy (more than 90% market share in
terms of wagers) and the U.S. (more than 75%). We view the segment
as less volatile than its gaming operations even in an economic
downturn since lotteries have relatively low prices and customers
have easier access at grocery stores, gas stations, and convenience
stores, than having to drive to a casino to gamble." The segment
also accounts for about two-thirds of IGT's profits, despite a
relatively even split historically between lottery and gaming
revenues.

IGT's lottery segment benefits from multiyear service contracts and
extensions, which typically last 5-10 years, and high contract
retention rates, which supports its strong market position.
Municipalities face high switching costs and risks when they change
providers. Typically the new operator would need to install new
technology, including systems and point-of-sale terminals, which
could disrupt sales and tax revenue.

S&P said, "IGT reported strong lottery results in the first
quarter, and we believe this momentum has continued into the second
quarter as a result of additional opportunities to play games, an
improving macroeconomic environment, lack of competition for
discretionary dollars, and consumers' increased familiarity with
new games. In the first quarter, global lottery exceeded
pre-pandemic sales, a 24% increase in same-store sales over in the
first quarter of 2019 and record profit. Although we expect lottery
sales to moderate over the next couple of quarters as other
entertainment options fully reopen and competition for
discretionary income increases, we believe lottery will continue to
expand from a higher base given IGT's investments into its
products, including new games, game innovation, and the addition of
a third weekly Powerball drawing.

"The positive outlook indicates we could raise the ratings if the
company sustains a debt-to-EBITDA ratio below 4.5x, which we view
as aligned with a one-notch higher rating."

S&P could raise its ratings in the next 12 months if:

-- S&P believes adjusted leverage would remain under 4.5x,
incorporating cyclicality and the need to make large upfront
payments periodically to extend lottery contracts. This could be a
result of debt repayment or continued recovery in operating
performance, particularly in its gaming segment, despite the
additional competition for consumer discretionary dollars from
alternate entertainment.

S&P may consider revising the outlook to stable if it no longer
believe IGT's adjusted leverage will be sustained below 4.5x,
either because of:

-- Greater than expected operating volatility because of a
pullback in demand for gaming products from a shift in demand
toward alternate entertainment; or

-- Substantially higher capex than it forecasts over the next few
years.


MARKS & SPENCER: Egan-Jones Keeps CCC+ Sr. Unsec. Debt Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Marks & Spencer Group Plc.  EJR also upgraded the
rating on commercial paper issued by the Company to B from C.

Headquartered in London, United Kingdom, Marks & Spencer Group Plc
is a holding company.


NOBLES CONSTRUCTION: Coronavirus Impact Prompts Administration
--------------------------------------------------------------
Neil Hodgson at TheBusinessDesk.com reports that Liverpool building
firm Nobles Construction has been placed into administration.

The firm, based in Wavertree, was founded in 1995.  It had a GBP25
million turnover, and employed around 60 staff.

According to TheBusinessDesk.com, it had been impacted by the
coronavirus pandemic and had been refused a Coronavirus Business
Interruption Loan (CBILS) of between GBP50,000-GBP100,000 which it
needed to bring back furloughed staff and resume trading, despite
having two major contracts.

The group was also involved in a payment dispute with a client
after the scheme had stalled in February this year,
TheBusinessDesk.com discloses.

Nobles was claiming payment for work it had carried out, but the
developer argued the builder was responsible for on-site delays,
TheBusinessDesk.com notes.

Mark Bowen, of MB Insolvency, was appointed as an administrator,
TheBusinessDesk.com relates.


SUBSEA 7 SA: Egan-Jones Keeps BB+ Senior Unsecured Debt Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Subsea 7 S.A.

Headquartered in Sutton, United Kingdom, Subsea 7 S.A. offers
oilfield services.


TOWER BRIDGE 2021-2: DBRS Gives Prov. BB(high) Rating on X Notes
----------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the following
classes of notes to be issued by Tower Bridge Funding 2021-2 plc
(TBF21-2 or the Issuer):

-- Class A notes at AAA (sf)
-- Class B notes at AA (sf)
-- Class C notes at A (low) (sf)
-- Class D notes at BBB (sf)
-- Class X notes at BB (high) (sf)

The provisional rating on the Class A notes addresses the timely
payment of interest and the ultimate repayment of principal on or
before the final maturity date in November 2063. The provisional
ratings on the Class B, Class C, and Class D notes address the
timely payment of interest once most senior and the ultimate
repayment of principal on or before the final maturity date. The
provisional rating on the Class X notes addresses the ultimate
payment of interest and principal on or before the final maturity
date.

DBRS Morningstar does not rate the Class Z1, Class Z2 notes, or the
residual certificates.

TBF21-2 will be the seventh securitization of residential mortgages
by Belmont Green Finance Limited (BGFL). The asset portfolio
comprises first-lien owner-occupied and buy-to-let (BTL) mortgages,
originated by BGFL through the Vida Homeloans brand and secured by
properties in the United Kingdom. BGFL is the named mortgage
portfolio servicer but has appointed Computershare Limited
(formerly Homeloan Management Limited) to perform certain servicing
activities. In order to maintain servicing continuity, CSC Capital
Markets UK Limited will be appointed as the backup servicer
facilitator. BGFL is a specialist UK lender that offers a full
suite of mortgage products including owner-occupied, BTL and
adverse credit history loans. BGFL only started originating loans
in 2016 and hence has limited performance history.

The structure is expected to include a pre-funding mechanism where
BGFL has the option to sell recently originated mortgage loans to
the Issuer, subject to certain conditions to prevent a material
deterioration in credit quality. The acquisition of these assets
shall occur before the first interest payment date (IPD), using the
proceeds standing to the credit of the pre-funding reserves. Any
funds that are not applied to purchase additional loans will flow
through the pre-enforcement principal priority of payments and pay
down the notes on a pro rata basis.

The Issuer is expected to issue five tranches of collateralized
mortgage-backed securities (the Class A, Class B, Class C, Class D
and Class Z1 notes; the Principal Backed Notes) to finance the
purchase of the initial portfolio and fund the pre-funding
reserves. Additionally, TBF21-2 is expected to issue two classes of
noncollateralized notes, the Class Z2 and Class X notes. The
proceeds of Class Z2 notes will be used to fund the General Reserve
Fund (GRF) and the proceeds of the Class X notes will be used to
fund pre-funding Class X reserve ledger at closing. Any funds
remaining in the pre-funding principal reserve and pre-funding
Class X reserve on the first IPD will flow through the
pre-enforcement principal priority of payments. To mitigate the
risk of negative carry arising during the first quarter, the GRF is
sized at its target level directly as of the closing date.

The transaction is structured to initially provide 16.5% of credit
enhancement to the Class A notes. This includes subordination of
the Class B to Class Z1 notes (Classes X and Class Z2 are not
collateralized) and the non-amortizing GRF.

The GRF will be available to cover shortfalls in senior fees,
interest, and any PDL debits on the Class A to Class D notes after
the application of revenue. On the closing date and prior to the
redemption in full of the Class A to Class D notes, the required
amount will be equal to [2.5]% of the Principal Backed Notes as of
closing. The reserve will form part of available principal on the
payment date that the Class D notes will be redeemed in full.

The liquidity reserve fund (LRF) will be available to cover
shortfalls of senior fees and interest on the Class A and Class B
notes after the application of revenue and the GRF. The LRF will
have a balance of zero at closing and will be funded through
principal receipts as a senior item in the waterfall to its
amortizing target – [1.5]% of the outstanding balance of the
Class A and Class B notes. Any use, including prior to its complete
funding, will be replenished from revenue. The excess amounts
following amortization of the notes will form part of available
principal.

Principal can be used to cure any shortfalls of senior fees or
unpaid interest payments on the most-senior class of the Class A to
Class D notes outstanding after using revenue funds and both
reserves. Any use will be recorded as a debit in the principal
deficiency ledger (PDL). The PDL comprises five subledgers that
will track the principal used to pay interest, as well as realized
losses, in a reverse sequential order that begins with the Class Z1
subledger.

On the interest payment date in August 2025, the coupon due on the
notes will step up and the notes may be optionally called. The
notes must be redeemed for an amount sufficient to fully repay
them, at par, plus pay any accrued interest.

As of May 31, 2021, the provisional portfolio consisted of 1,183
loans with an aggregate principal balance of GBP 231.9 million.
Approximately 78.2% of the loans by outstanding balance were BTL
mortgages. As is common in the UK mortgage market, the loans were
largely scheduled to pay interest-only on a monthly basis, with
principal repayment concentrated in the form of a bullet payment at
the maturity date of the mortgage (78.4% of the loans in the pool
are interest-only). A significant part of the BTL loans was granted
to portfolio landlords: 49.2% of the loans by total loan balance
were granted to landlords with at least one other BTL property, and
16.4% have at least eight other BTL properties.

The mortgages are high-yielding, with a weighted-average coupon of
4.4% and a weighted-average reversionary margin of 4.8% over either
the Vida Variable Rate (VVR) or the Bank of England Base Rate
(BBR). The weighted-average seasoning of the pool is relatively low
at 2.7 years. The weighted-average original loan-to-value (LTV) is
70.0% and the weighted-average indexed current LTV of the portfolio
as calculated by DBRS Morningstar is 68.9%, with only 8.9% of the
loans having an indexed current LTV above 80%.

Furthermore, 41.4% of the loans were granted to self-employed
borrowers and 2.6% of the loans were granted under the Help-to-Buy
scheme. Moreover, 7.8% of the mortgage portfolio by loan balance
have prior county court judgements (CCJ) relating to the primary
borrower with only 4.8% of the borrowers having a CCJ recorded
during the past six years. As of the provisional cut-off date,
loans between one and three months in arrears represent 1.6% of the
outstanding principal balance of the portfolio; loans more than
three months in arrears were 0.4%.

The majority of loans in the portfolio (81.2%) will revert to
floating rates after the initial fixed-rate period, with 53.0% of
the floating-rate loans reverting to the BBR and 28.2% to the VVR
in the next one to five years; the remaining 18.8% of the portfolio
is currently paying a floating rate linked to either the BBR or the
VVR. Almost all loans linked to BBR as of the date of this report
were previously linked to three-month Libor and have transitioned
to a new rate as of June 21, 2021, the Libor replacement rate which
is set quarterly as BBR plus an adjustment spread. The Libor
replacement rate is subject to a floor at 25 bps and is always
rounded up to the next 5 bps. The customer's previous margin over
Libor will then be applied as the margin over the Libor Replacement
Rate. The interest on the notes is calculated based on the
daily-compounded Sterling Overnight Index Average (Sonia), which
gives rise to interest rate risk. The basis risk exposure is
partially mitigated through a minimum VVR covenant, which will
provide that the variable rate is not set below Sonia plus [1.5]%.
DBRS Morningstar considered the basis risk between the variable
rate mortgages linked to the BBR or VVR and the notes in its cash
flow analysis.

The Issuer is expected to enter into a fixed-floating swap with
Banco Santander S.A. (Santander) to mitigate the fixed interest
rate risk from the mortgage loans and Sonia payable on the notes.
Based on the DBRS Morningstar ratings of Santander, which has a
long-term issuer rating of A (high) and a Long Term Critical
Obligations Rating of AA (low), the downgrade provisions outlined
in the documents, and the transaction structural mitigants, DBRS
Morningstar considers the risk arising from the exposure to
Santander to be consistent with the ratings assigned to the notes
as described in DBRS Morningstar's "Derivative Criteria for
European Structured Finance Transactions" methodology.

Monthly mortgage receipts are deposited into the collections
account at Barclays Bank PLC (Barclays) and held in accordance with
the collection account declaration of trust. DBRS Morningstar has
assigned a long-term issuer rating of "A" and a Long Term Critical
Obligations Rating of AA (low) to Barclays. The funds credited to
the collection account are swept daily to the Issuer's account for
direct debit payments and within three business days for other
payment formats. The collection account declaration of trust
provides that interest in the collection account is in favor of the
Issuer over the seller. Commingling risk is considered mitigated by
the collection account declaration of trust and the regular sweep
of funds. If the collection account provider is downgraded below
BBB (low), the collection account bank will be replaced by an
appropriately rated bank within 60 calendar days.

Citibank N.A., London Branch (Citibank) is the account bank in the
transaction and will hold the Issuer's transaction account, the
GRF, the LRF, the prefunding reserves, and the swap collateral
account. The transaction documents stipulate in the event of a
breach of the DBRS Morningstar rating level of "A", the account
bank will be replaced by, or obtain a guarantee from, an
appropriately rated institution within 30 calendar days. Based on
the DBRS Morningstar rating of Citibank at AA (low) (long-term
issuer rating), replacement provisions, and investment criteria,
DBRS Morningstar considers the risk arising from the exposure to
Citibank to be consistent with the ratings assigned to the rated
notes as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

DBRS Morningstar based its ratings on a review of the following
analytical considerations:

-- The transaction's capital structure and form and sufficiency of
available credit enhancement.

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
Morningstar calculated the probability of default (PD), loss given
default (LGD), and expected loss outputs on the mortgage portfolio,
which are used as inputs into the cash flow tool. The mortgage
portfolio was analyzed in accordance with DBRS Morningstar's
"European RMBS Insight: UK Addendum".

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, and
Class X notes according to the terms of the transaction documents.

-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents.

-- DBRS Morningstar's sovereign rating on the United Kingdom of
Great Britain and Northern Ireland at AA (high) with a Stable trend
as of the date of this press release.

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology and presence of legal opinions addressing
the assignment of the assets to the Issuer.

The transaction structure was analyzed using Intex DealMaker,
considering the default rates at which the rated notes did not
return all specified cash flows.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading in some cases
to increases in unemployment rates and income reductions for
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many structured
finance transactions, some meaningfully. The ratings are based on
additional analysis and, where appropriate, adjustments to expected
performance as a result of the global efforts to contain the spread
of the coronavirus. For this transaction, DBRS Morningstar
incorporated an increase in probability of default for certain
borrower characteristics, and conducted additional sensitivity
analysis to determine that the transaction benefits from sufficient
liquidity support to withstand potential high levels of payment
holidays in the portfolio.

Notes: All figures are in British pound sterling unless otherwise
noted.


TUDOR ROSE 2020-1: DBRS Confirms BB(low) Rating on Class F Notes
----------------------------------------------------------------
DBRS Ratings Limited took the following rating actions on the notes
issued by Tudor Rose Mortgages 2020-1 PLC (the Issuer):

-- Class A notes confirmed at AAA (sf)
-- Class B notes confirmed at AA (sf)
-- Class C notes confirmed at A (sf)
-- Class D notes confirmed at BBB (sf)
-- Class E notes confirmed at BB (high) (sf)
-- Class F notes confirmed at BB (low) (sf)
-- Class X1 notes upgraded to A (high) (sf) from BB (high) (sf)

The rating of the Class A notes addresses the timely payment of
interest and ultimate payment of principal on or before the legal
final maturity date in June 2048. The rating of the Class B notes
addresses the timely payment of interest when most senior and
ultimate payment of principal. The ratings of the Class C, Class D,
Class E, Class F, and Class X1 notes address the ultimate payment
of interest and principal on or before the legal final maturity
date.

The confirmations and upgrade follow an annual review of the
transaction and are based on the following analytical
considerations:

-- Portfolio performance, in terms of delinquencies, defaults and
losses, as of the June 2021 payment date.

-- Portfolio default rate (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables.

-- Current available credit enhancement to the notes to cover the
expected losses at their respective rating levels.

-- Current economic environment and an assessment of sustainable
performance, as a result of the Coronavirus Disease (COVID-19)
pandemic.

The Issuer is a securitization of UK buy-to-let residential
mortgage loans sold by Morgan Stanley Principal Funding, Inc. and
granted by Axis Bank UK Ltd. The portfolio is serviced by BCM
Global Mortgage Services Limited (formerly known as Link Mortgage
Services Limited).

PORTFOLIO PERFORMANCE

As of June 2021, two- to three-month arrears represented 0.3% of
the outstanding portfolio balance, and the 90+ delinquency ratio
was 1.5%. There have been no repossessions to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted a loan-by-loan analysis of the remaining
pool of receivables and has updated its base case PD and LGD
assumptions to 6.0% and 24.8%, respectively.

CREDIT ENHANCEMENT

As of the June 2021 payment date, credit enhancement to the Class
A, Class B, Class C, Class D, Class E, and Class F notes was 17.6%,
11.3%, 7.2%, 4.5%, 2.0%, and 0.9%, up from 15.7%, 10.0%, 6.2%,
3.7%, 1.5%, and 0.5% at the initial rating, respectively. Credit
enhancement to the notes consists of overcollateralization,
subordination of the junior notes, and the non-liquidity reserve
fund (non-LRF).

The transaction benefits from a liquidity reserve fund (LRF) which
covers senior fees, Class A interest, and Class B interest (subject
to the Class B PDL being less than or equal to 10% of the
outstanding balance of the Class B notes). The LRF is currently at
its target amount of GBP 5.1 million, equal to 2% of the
outstanding Class A and Class B notes balance. As the LRF
amortizes, excess amounts will form part of the non-LRF. The
non-LRF covers senior fees, interest on the Class A to Class F
Notes, and principal on the Class A to F Notes via the principal
deficiency ledgers. The non-LRF is at its target level of GBP 0.9
million, equal to 2% of the original balance of the Class A, Class
B, Class C, Class D, Class E, Class F, and Class Z notes, minus the
LRF.

Elavon Financial Services DAC, U.K. Branch acts as the account bank
for the transaction. Based on the DBRS Morningstar private rating
of Elavon Financial Services DAC, U.K. Branch, the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure, DBRS
Morningstar considers the risk arising from the exposure to the
account bank to be consistent with the rating assigned to the Class
A notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

BNP Paribas SA acts as the swap counterparty for the transaction.
DBRS Morningstar's public long-term critical obligations rating of
BNP Paribas SA at AA (high) is above the First Rating Threshold as
described in DBRS Morningstar's "Derivative Criteria for European
Structured Finance Transactions" methodology.

The rating of the Class X1 notes at A (high) (sf) materially
deviates from the higher rating implied by the quantitative model.
DBRS Morningstar considers a material deviation to be a rating
differential of three or more notches between the assigned rating
and the rating implied by a quantitative model that is a
substantial component of a rating methodology; in this case, the
rating addresses the ultimate payment of interest and principal on
or before the final maturity date as defined in the transaction
legal documents. DBRS Morningstar typically expects bonds rated in
the AA category in the respective rating scenario to be able to pay
interest timely at the time they are the most senior bond in the
transaction.

DBRS Morningstar analyzed the transaction structure in Intex
DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading in some cases
to increases in unemployment rates and income reductions for
borrowers. DBRS Morningstar anticipates that delinquencies may
continue to increase in the coming months for many structured
finance transactions, some meaningfully. The ratings are based on
additional analysis and, where appropriate, adjustments to expected
performance as a result of the global efforts to contain the spread
of the coronavirus. For this transaction, DBRS Morningstar
conducted an additional sensitivity analysis to determine that the
transaction benefits from sufficient liquidity support to withstand
potential high levels of payment holidays in the portfolio.

Notes: All figures are in British pound sterling unless otherwise
noted.


VIRGIN MEDIA: S&P Affirms 'BB-' ICR on Closing of Merger With O2
----------------------------------------------------------------
S&P Global Ratings noted that U.K. cable operator Virgin Media Inc.
(VMED) has completed its merger with Telefonica U.K. (O2).  S&P
expects the combined company, VMED O2 U.K. Ltd., to maintain an S&P
Global Ratings-adjusted debt to EBITDA of about 5x or below,
supported by its financial policy of maintaining net leverage of
4x-5x.

The merger enhances VMED's scale, market shares, and cost
structure, as well as medium-term growth prospects and churn
compared with its stand-alone position, but it is not
transformative to our view of its business.

S&P therefore affirms its 'BB-' long-term issuer credit and issue
ratings on VMED and its senior secured debt, as well as its 'B'
issue rating on VMED's unsecured debt.

S&P said, "The stable outlook reflects our expectation of about 5x
leverage for VMED O2 along with free operating cash flow (FOCF) to
debt of about 5%. We anticipate that revenue will stabilize and pro
forma group EBITDA will return to growth in 2021."

VMED O2's leverage should remain around 5x or below, supported by
its financial policy and merger-related synergiesThe combined
company aims to maintain a ratio of net debt to EBITDA of 4x-5x,
including lease liabilities and vendor financing facilities, but
excluding equipment securitization. S&P said, "This translates to
just over 5x S&P Global Ratings-adjusted debt to EBITDA at the top
end of their leverage guidance, due to a few adjustments we make
for asset retirement, leases, and recognition of on- and
off-balance sheet securitization arrangements. However, the
receivables sold under O2's captive finance "refresh" program are
offset by our captive finance adjustment of about GBP1.2 billion
(about 0.3x improvement to VMED O2's adjusted leverage figure). We
forecast about 5x adjusted debt to EBITDA for the combined company
in 2021, reducing to about 4.7x in 2022, supported by EBITDA growth
mainly stemming from merger-related synergies."

S&P said, "We expect solid free cash flow generation, with an
FOCF-to-debt ratio of about 5% in 2021 and increasing thereafter.
Tax benefits related to accumulated net operating losses, the
relatively low cost of debt, and ongoing declines in capital
expenditure (capex) at the VMED level should support the free cash
flow, as they lower the cost to build per household at Project
Lightning.

"The combined company has a stronger competitive position, but does
not materially change our view of business risk. We see the key
benefit from combining the two premium brands in the ability to
offer attractive premium bundled offers in a cost-effective manner.
This is especially important in markets that are moving toward
unlimited mobile data and potentially a more convergent fixed and
mobile proposition. We also see the merger as a defensive move, as
the combined company will be a solid No. 2 converged player behind
the incumbent BT Group PLC."

The 50-50 joint venture (JV) between VMED and O2 will yield
significant operating cost savings and capex synergies, estimated
at about GBP0.4 billion annually, the bulk of which the company
expects to be achieved by mid 2024. Nevertheless, S&P thinks the
combined company could face difficulties in realizing meaningful
revenue synergies, because of the limited uptake of convergent
fixed and mobile services in the U.K. compared with other European
markets. At the same time, the addition of a wireless operator
exposes the company to higher customer movement compared with
fixed-line telecom services, because it is viewed as a less
differentiated service and is more exposed to the pricing impact of
promotional activities.

S&P said, "We see improved operating prospects over the medium
term.In our view, the combined company should benefit from the
recovery from pandemic-related impacts on both store closures and
roaming. In addition, we see the U.K. transitioning back to annual
inflationary-linked price increases from all major players, and we
expect to see a gradual decline of the effect of end-of-contract
notification as the initial wave subsides. We therefore forecast
stabilization of revenues in 2021 and a return to 1%-2% revenue
growth in 2022.

"We see ratings upside for the combined company as capped by our
rating on Liberty Global.VMED O2 is a strategic asset to Liberty
Global, which generates the majority of the group's revenue and
EBITDA and should continue to affect its share performance.
ollowing the merger, there will be joint control with Telefonica
S.A., and any support will need to be applied by both companies.
Since we think Liberty Global will be highly dependent on VMED O2
and will continue to be a key determinant of its financial policy,
we see rating upside to VMED O2 as being capped by our 'BB-' rating
on Liberty Global.

"The stable outlook reflects our expectation of around 5x leverage
for VMED O2 along with FOCF to debt of about 5%. We anticipate that
revenue will stabilize and pro forma group EBITDA will return to
growth in 2021.

"We could lower the rating if the JV EBITDA declines by about 3%-5%
without offsetting debt-reduction measures by the JV. This could
happen if integration issues have a negative impact on sales, or
because of revenue downside from average revenue per user (ARPU)
pressures due to increased pricing competition." Specifically, S&P
could lower the rating due to a combination of:

-- Adjusted debt to EBITDA increasing to materially more than 5x;

-- Adjusted funds from operations (FFO) to debt declining to less
than 12%; and

-- Adjusted FOCF to debt declining to well below 5%.

S&P said, "Rating upside is capped by our rating on Liberty Global.
We could raise our stand-alone credit profile on VMED O2 if it
reduces its adjusted debt to EBITDA to sustainably less than 4.5x
and increases its FOCF-to-debt ratio toward 10%, supported by a
more conservative leverage target."


VIRIDIS 38: DBRS Gives Prov. BB(high) Rating on Class E Notes
-------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the following
classes of notes to be issued by Viridis (European Loan Conduit No.
38) DAC (the Issuer):

-- Class A notes at AAA (sf)
-- Class B notes at AA (low) (sf)
-- Class C notes at A (low) (sf)
-- Class D notes at BBB (low) (sf)
-- Class E notes at BB (high) (sf)

Viridis (European Loan Conduit No. 38) DAC is the first ELOC
transaction arranged by Morgan Stanley & Co. International plc
(Morgan Stanley) in 2021. The transaction is backed by a GBP 192
million senior loan, which is split into two facilities: Facility
A, which totals GBP 150 million, and Facility B (syndicated loan,
not part of the CMBS transaction), which totals GBP 42 million. The
senior loan refinanced the borrower's existing debt. The senior
loan is advanced by Morgan Stanley Bank, N.A. to Aldgate Tower
S.A.R.L., which is controlled by Brookfield Property Partners L.P.
(Brookfield) and China Life Insurance Company Limited (China
Life).

The senior loan was utilized on June 18, 2021 and is secured by the
Aldgate Tower in the City of London.

Aldgate Tower is a modern Grade A office tower designed by
WilkinsonEyre Architects, and was completed in November 2014
without any prelets. The property was fully let up and sold to the
current joint venture in 2016 for GBP 346 million. With WeWork
recently vacating the property, it is 72% occupied as at the
cut-off date of 20 April 2021. The recent valuation by Savills,
dated April 2021, shows a valuation of GBP 330 million.

The Aldgate Tower is located on 2 Leman Street, London E1 8FA by
the Aldgate East tube station. The 16-storey office tower features
mezzanine and basement levels, each containing three storage rooms
let separately to tenants. The property offers a large floor plan
office space of 323,934 sf and has a BREEAM rating of excellent.
Apart from a small retail (coffee shop) on the ground floor, the
storage space at the mezzanine and basement levels, and circa 4,000
sf of reception, the remaining circa 316,000 sf is let as office
space.

Savills valued the Aldgate Tower building at GBP 330 million in
April 2021, representing a 58.2% day-one loan-to-value (LTV) ratio.
The appraiser also estimated the current market rent of the
building to be GBP 18.8 million (fully occupied) whereas the
current contracted rent is only GBP 12.8 million (72% occupied).
The property was fully occupied until recently. Of the circa
102,435 sf of vacant space (including Maersk, which has notified
that it will exercise its break option), 61,194 sf is due to the
lease surrender of the entirety of floors 4, 5, and 6 from WeWork
at the end of March 2021. The surrender was on favorable terms to
the landlord (undisclosed surrender premium was received from
WeWork and it handed back the space in a fully fitted specification
to include good quality furniture commensurate with a WeWork
serviced office/coworking center).

The 30,533 sf of vacant space is in the process of undergoing a
light refurbishment, with a GBP 2.7 million capital expenditure
budget dedicated to the refurbishment works. DBRS Morningstar
understands that circa GBP 1 million of this amount has already
been spent and the remaining GBP 1.7 million is held in the
capex/TI reserve.

According to the business plan provided to DBRS Morningstar, the
sponsor has plans in place to manage the current vacancy and the
upcoming lease rollover. DBRS Morningstar gave credit to the
sponsor's business plan, recognizing Brookfield's experience as a
commercial real estate manager and the high historical occupancy of
the building until recently.

It should be noted that DBRS Morningstar's ratings are based on (1)
the sponsor's successful execution of the planned relet programme,
(2) ongoing attractiveness of reasonably priced high quality
building in the London office market to tenants, and (3) the
analysis and reports provided by the appraiser and legal counsel to
the Issuer to date. Given the asset requires active asset
management, the replacement of Brookfield with a less experienced
asset manager or changes in London office market may cause rating
volatility.

The senior loan carries a floating rate of Sterling Overnight Index
Average (Sonia; floored at 0%) plus 2.85% margin for a three-year
term. The transaction does not have financial default covenants.
There are cash trap covenants, which are set at 7.00% debt yield
(DY) in year 2, 8.00% DY in year 3, and a 70.0% LTV for the
three-year loan term. DBRS Morningstar understands that the
borrower will procure hedging within 10 days from the selected
rating agency notification date (20 October 2021) for 100% of the
loan amount at a maximum strike rate of 1.0.. The loan benefits
from a GBP 2.7 million capex reserve (amortized to GBP 1.7 million
at the date of this report) and a GBP 5 million interest reserve.

On the closing date, GBP 5.5 million of the proceeds from the
issuance of the Class A notes and the VRR Loan proportion of such
amount of the VRR Loan will be used to fund the Issuer Liquidity
Reserve in an aggregate amount of GBP 5,789,473.68. The Issuer
Liquidity Reserve can be used to cover interest shortfalls on the
Class A, Class B, Class C, and Class D notes.

According to DBRS Morningstar's analysis, the Issuer Liquidity
Reserve amount, as at closing, could provide interest payment on
the covered notes up to 16.7 months or 11.5 months based on the
interest rate cap strike rate of 1% or on the Sonia cap of 4%,
respectively.

The transaction is expected to repay on or before July 2024. Should
there be non-payment on the due date of any amount payable pursuant
to a Finance Document, non-compliance with documents,
misrepresentation, a senior obligor becomes subject to insolvency,
or a default arises out of a creditor's process or cross default, a
special servicing transfer event will occur in respect of the
defaulted loan and the proceeds from the defaulted loan will be
applied sequentially to the notes. Should the notes fail to be
fully redeemed by the expected note maturity, the Issuer will make
principal payments on a sequential basis. The transaction is
structured with a five-year tail period to allow the special
servicer to work out the loan at maturity by July 2029 at the
latest, which is the final legal maturity of the notes.

The transaction includes a Class X interest diversion trigger
event, meaning that if the loans' DY is less than [4.8%], [5.6%],
and [6.4%] prior to the end of years one, two, and three,
respectively, and/or the LTV is equal to or greater than [80%], the
payment of Class X interest amount and the VRR Loan proportion of
that amount will instead be diverted into the Issuer transaction
account and credited to the Class X diversion ledger. However, once
the trigger is cured, the held amount will be released back to the
Class X noteholders and only following the sequential payment
trigger event and enforcement of note security can such funds be
applied as available funds.

Morgan Stanley will retain a 5% material economic interest in the
securitization through the VRR Loan.

The ratings will be finalized upon receipt of execution version of
the governing transaction documents. To the extent that the
documents and information provided to DBRS Morningstar as of this
date differ from the executed version of the governing transaction
documents, DBRS Morningstar may assign different final ratings to
the notes.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an economic contraction, leading to sharp
increases in unemployment rates and income reductions for many
tenants and borrowers. DBRS Morningstar anticipates that vacancy
rate increases and cash flow reductions may continue to arise for
many CMBS borrowers, some meaningfully. In addition, commercial
real estate values will be negatively affected, at least in the
short-term, impacting refinancing prospects for maturing loans and
expected recoveries for defaulted loans. The ratings are based on
additional analysis as a result of the global efforts to contain
the spread of the coronavirus.

Notes: All figures are in British pound sterling unless otherwise
noted.


[*] George Karalis Joins Evercore as Managing Director in London
----------------------------------------------------------------
Evercore on July 2 disclosed that George Karalis has joined the
Firm's Investment Banking business as a Managing Director in the
Debt Advisory Group based in London.  He will be responsible for
leading Evercore's specialist market risk and hedging advisory
practice, where he will advise clients on all aspects of
market-related risks arising from foreign exchange, interest rates,
inflation and commodity prices in connection with cross-border M&A
and financing transactions.  Finula Cilliers, who founded
Evercore's market risk and hedging team in 2015, will become a
Senior Advisor and will continue to advise Evercore clients.

Mr. Karalis brings more than 15 years of debt and market risk
advisory as well as corporate treasury experience.  He joins
Evercore from Centrus Advisors, where he served as Managing
Director and was responsible for offering debt and derivatives
advisory services to clients in the infrastructure, corporates and
financial institution sectors.  Prior to that, he was with Chatham
Financial, where he advised corporate and private equity clients.
Mr. Karalis started his career in corporate treasury and worked in
the Capital Markets team at National Grid, one of the biggest
corporate debt issuers in the UK as well as for a leading corporate
in the shipping sector.

"George is a highly talented professional, a leading adviser in the
market and a great addition to our team.  Our market risk and
hedging team, that Finula founded, is recognized for providing high
quality strategic advice. In this highly unusual market
environment, our clients need independent advice more than ever.
Both Finula and I are delighted that George is joining Evercore to
lead the team and better serve our clients," said Swag Ganguly,
Head of Evercore's European Debt Advisory Group.

Mr. Karalis has an MBA from the Athens University of Economics and
Business and a BSc in Actuarial Science from the University of
Piraeus.  He is a qualified corporate treasurer through the
Association of Corporate Treasurers in the UK.

                         About Evercore

Evercore (NYSE: EVR) -- http://www.evercore.com-- is a premier
global independent investment banking advisory firm.  The firm is
dedicated to helping its clients achieve superior results through
trusted independent and innovative advice on matters of strategic
significance to boards of directors, management teams and
shareholders, including mergers and acquisitions, strategic
shareholder advisory, restructurings, and capital structure.
Evercore also assists clients in raising public and private capital
and delivers equity research and equity sales and agency trading
execution, in addition to providing wealth and investment
management services to high net worth and institutional investors.
Founded in 1995, the Firm is headquartered in New York and
maintains offices and affiliate offices in major financial centers
in the Americas, Europe, the Middle East and Asia.



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

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

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

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