/raid1/www/Hosts/bankrupt/TCREUR_Public/210707.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, July 7, 2021, Vol. 22, No. 129

                           Headlines



B E L A R U S

BELARUS: S&P Affirms 'B/B' Sovereign Credit Ratings, Outlook Neg.


C R O A T I A

ULJANIK DD: Invites Expressions of Interest for 3.Maj Stake


F R A N C E

CLAUDIUS FINANCE: Moody's Assigns B2 CFR on Talentsoft Acquisition
IQERA GROUP: S&P Alters Outlook to Negative & Affirms 'B+' LT ICR
NORIA 2021: Fitch Assigns Final B+(EXP) Rating on Class F Debt
SPIE SA: Fitch Publishes 'BB' LongTerm IDR, Outlook Stable
VALLOUREC SA: S&P Raises ICRs to 'B/B' on Debt Restructuring



G E R M A N Y

ADLER MODEMARKTE: Submits Insolvency Plan in Aschaffenburg Court
KME SE: Moody's Affirms 'Caa1' CFR Following Paragon Agreement


I R E L A N D

AURIUM CLO VIII: Moody's Assigns B2 Rating to EUR13.2MM F Notes
AURIUM CLO VIII: S&P Assigns B- Rating on Class F Notes
CARLYLE EURO 2017-1: S&P Assigns B- Rating on Cl. E-R Notes
HARVEST CLO XXVI: Moody's Gives (P)B3 Rating to EUR13.25MM F Notes
MADISON PARK IX: Moody's Assigns B3 Rating to EUR12.1MM F Notes

MADISON PARK IX: S&P Assigns B- Rating on Class F-R Notes
VENDOME FUNDING 2020-1: S&P Assigns Prelim. B- Rating on F-R Notes


I T A L Y

BRIGNOLE CO 2021: Fitch Gives Final 'B(EXP)' Rating to Cl. E Debt
FEDRIGONI SPA: Moody's Alters Outlook on B2 CFR to Stable
ILLIMITY BANK: Fitch Gives B- Rating to EUR200MM Subordinated Debt
NEXI SPA: S&P Retains 'BB-' ICR on Watch Pos. Amid SIA Merger


K A Z A K H S T A N

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


L U X E M B O U R G

ARMORICA LUX: S&P Assigns 'B' Prelim. LT ICR, Outlook Stable
INEOS GROUP: Moody's Alters Outlook on Ba3 CFR to Positive


N E T H E R L A N D S

IHS NETHERLANDS: S&P Raises Senior Unsecured Notes Rating to 'B'
STEINHOFF INTERNATIONAL: Dutch Court Tosses Hamilton's Appeal


N O R W A Y

ADEVINTA ASA: S&P Assigns 'BB-' Ratings, Outlook Stable
NANNA MIDCO II: Moody's Puts B3 CFR Under Review for Upgrade
NAVICO GROUP: S&P Puts 'B-' ICR on Watch Pos. on Brunswick Deal


R O M A N I A

GETICA 95: Buzau Court Approves Creditors' Insolvency Request


S E R B I A

INDUSTRIJE HRANE DUNJA: Candy Rush Plans to Relocate Production


S P A I N

EL CORTE INGLES: Fitch Affirms 'BB+' LT IDR, Outlook Negative
OBRASCON HUARTE: Fitch Lowers LongTerm IDR to 'RD'
TENDAM BRANDS: Moody's Affirms B2 CFR & Alters Outlook to Stable


S W E D E N

[*] SWEDEN: Company Bankruptcies Down 3% in June 2021, UC Says


U N I T E D   K I N G D O M

EUROMASTR 2007-1V: Fitch Affirms BB+ Rating on Class E Notes
FLAMINGO GROUP: Moody's Alters Outlook on 'B2' CFR to Stable
MAREX FINANCIAL: S&P Withdraws 'BB+' Rating on Subordinated Notes
MISSOURI TOPCO: S&P Hikes ICR to 'CCC+', Outlook Negative
NOMAD FOODS: Fitch Gives Final BB+ Rating on EUR750MM Sec. Notes

RESIDENTIAL MORTGAGE 32: Fitch Raises Class X1 Notes Rating to 'B+'
ROLLS-ROYCE & PARTNERS: Fitch Affirms 'BB-' LT IDR, Outlook Neg.
WARWICK FINANCE: Moody's Affirms Caa1 on Class E Notes

                           - - - - -


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B E L A R U S
=============

BELARUS: S&P Affirms 'B/B' Sovereign Credit Ratings, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B/B' long-term and sort-term
foreign- and local-currency sovereign credit ratings on Belarus.
The outlook remains negative.

As a "sovereign rating" (as defined in EU CRA Regulation 1060/2009
"EU CRA Regulation"), the ratings on Belarus are subject to certain
publication restrictions set out in Art 8a of the EU CRA
Regulation, including publication in accordance with a
pre-established calendar.

Under the EU CRA Regulation, deviations from the announced calendar
are allowed only in limited circumstances and must be accompanied
by a detailed explanation of the reasons for the deviation. In this
case, the reason for the deviation is the EU's imposition of a wide
range of sanctions on Belarus, which include restrictions on
exports and financing among others. The next scheduled publication
on the sovereign ratings on Belarus will be on Sept. 17, 2021.

Outlook

S&P said, "The negative outlook on Belarus indicates the risk that
the protracted political crisis and international sanctions could
weigh on the country's economic, balance-of-payments, and fiscal
performance more than we currently expect over the next 12 months,
also endangering the stability of the banking system. We also
factor in the possibility that financial support to Belarus from
Russia could become less certain, perhaps as a result of stricter
conditions, some of which Belarus might find difficult to meet."

Downside scenario

S&P said, "We could lower the ratings if Belarus' foreign exchange
reserves were to deteriorate more than we currently anticipate,
perhaps as a result of more severe repercussions of international
sanctions on the country's current account receipts and/or
accelerated resident deposit withdrawals and conversions to foreign
currency. This scenario could also threaten financial stability in
the country and pose contingent liability risks for the
government.

"In addition, we could downgrade Belarus if financial support from
Russia proved insufficient to comfortably meet Belarus' upcoming
public debt redemptions."

Upside scenario

S&P could revise the outlook to stable if lingering political
uncertainty was replaced by a credible resolution path that would
also support Belarus' economic, fiscal, and financial sector
stability. A positive rating action could also follow a significant
improvement of the economy's foreign exchange reserve position.

Rationale

The sanctions imposed by the EU on Belarus on June 24, 2021, target
a wide range of sectors--dual-use goods, tobacco, petroleum, and
potash products--the country's key exports goods, as well as
financial services, including the provision of new financing to the
government and state-owned financial institutions. The new
sanctions follow the forced landing of an over-flying civilian
aircraft and arrest of a regime critic in May 2021. They represent
the strongest sanctions so far, compared with previous rounds of
restrictions on Belarus owing to rule-of-law violations after the
disputed presidential election in August 2020. S&P believes that
last week's sanctions suggest that the EU is ready to take
coordinated action, despite the possible spillover effect on
European businesses and tensions between EU member states.

However, even though the EU accounts for around 17%-18% of Belarus'
goods exports, primarily petrochemicals and chemicals, S&P believes
the EU restrictions in their current form appear to put only mild
stress on the country's balance-of-payments position:

-- First, the sanctions explicitly exclude some key items of
Belarus' exports to the EU, including potash with a potassium
content of between 40% and 62%. Therefore Belarus' potential export
receipt losses could be relatively mild, at $0.5 billion-$0.7
billion, or 2%-3% of its total goods exports.

-- Second, these restrictions do not target export contracts
concluded before June 25. Given that most of the potash-related
export agreements tend to be long term, it will take time for the
adverse effects on Belarus' exports to materialize.

-- Third, the EU is not Belarus's key chemicals export market
(around 10%), since Brazil, China, and India account for about 50%
of Belarus' total exports of potash fertilizers. At the same time,
Ukraine is the destination of more than 40% of Belarus' petroleum
exports. S&P understands that none of these countries have so far
joined the EU in imposing sanctions.

Nevertheless, the new sanctions and related logistical bottlenecks
could cloud Belarus' already subdued growth prospects. S&P said,
"We project the economy will expand by a modest 0.5% in 2021
primarily as a result of a sluggish recovery of domestic demand. We
also see risks to exports performance in the second half of this
year, when the EU's trade restrictions start taking their toll.
However, as never before, our economic projections remain subject
to a high degree of uncertainly." This is owing to the protracted
political crisis in Belarus, which will weigh on domestic investor
and consumer confidence, the uncertain medium-term impact of
existing international sanctions, as well as the possibility of new
stronger sanctions.

Apart from their implications for economic growth in Belarus, the
sanctions in tandem with the political crisis continue to threaten
financial stability, in our view. Even though bank customers'
deposit conversions to foreign currency and subsequent partial
withdrawals in late 2020 appear to have subsided, new domestic or
external shocks could again put pressure on the banking sector's
capital and liquidity positions. In S&P's view, elevated
withdrawals and foreign currency conversions could also quickly
deplete Belarus' foreign exchange reserves if left unchecked.

The confidence shock last year triggered by post-election public
protests, caused the central bank's foreign exchange reserves to
drop by $1.3 billion in August 2020. Even though they recovered
over the past few months, at $7.8 billion at the beginning of June
2021, Belarus' international reserves are roughly 20% lower than at
the end of 2019. Moreover, these reserves are largely underpinned
by past public-sector borrowing in foreign currencies, with the
proceeds placed at the central bank. As such, the central bank's
ability to deploy its reserves to support the balance of payments
if needed is weaker than if the reserves had been accumulated
through previous current account surpluses.

To help stabilize the balance of payments last year, Belarus turned
to Russia, which has provided a combined $1.5 billion. Of this
amount, $1 billion was disbursed in the form of a bilateral loan
and $0.5 billion was provided by the Russia-controlled Eurasian
Fund for Stabilization and Development. These loans fully cover the
government's refinancing needs for 2021 and early 2022. The
government is due to repay about $1 billion in foreign currency by
year-end 2021. Belarus' external debt redemptions remain dominated
by official loans from Russia and China (over 65% on average in
2022-2023). The fist sizable principle repayment on Belarus'
Eurobond ($0.8 billion) is due only in early 2023, giving the
government time to prepare a refinancing plan. In the face of
closed foreign capital markets and the explicit EU sanctions on new
sovereign issuance, we understand Belarus will likely continue
relying on credit lines from bilateral lenders, but could also
utilize its remaining access to the Russian capital market.

Beyond the immediate pressures, somewhat mitigated by financial
support from Russia, we consider that Belarus' balance of payments
will remain vulnerable over the medium term. The main risks stem
from potential new sanctions that would target a larger share of
Belarus' exports receipts and the likelihood of residents'
increased demand for foreign currency, combined with sizable
external public debt redemptions at 20%-30% annually of the central
bank's international reserves beyond 2021, even as current account
deficits remain fairly modest, averaging 2% of GDP over 2021-2024.

Belarus' government debt profile remains challenging, with almost
the entire debt (over 90%) denominated in foreign currency, making
it highly sensitive to exchange rate movements. S&P said, "Given
our expectation of fiscal deficits at about 4% of GDP this year and
the domestic currency's depreciation, we forecast that net general
government debt will increase to 37% of GDP by the end of 2021 from
31% at year-end 2020, still moderate compared with the average in
many other emerging markets. Importantly, there is a risk to our
projections from a more sizable crystallization of contingent
liabilities at state-owned enterprises (SOEs) and banks." In the
past, the government has regularly recapitalized banks or assumed
the debt of distressed SOEs on its balance sheet, a trend that will
likely accelerate under the currently subdued economic growth
outlook.

S&P said, "In our base case, we expect the Russian government to
continue rolling over its official loans to Belarus. However, given
the uncertain political and policy outlook in Belarus, it is
difficult to predict whether Russia will be willing to provide
additional new financing in the future. Despite Russia's stated
political support and recent disbursement of the second $500
million (0.8% of GDP) tranche of a $1 billion bilateral credit line
agreed upon last year, over the past few years, its financial
support to Belarus has declined. This has been partly due to
changes to oil taxation in Russia, which effectively reduced energy
subsidies to Belarus, but also reflects frequent disputes between
the two countries. We also consider that Russia may make any future
lending arrangements conditional on political concessions, which
Belarus' authorities may not be willing to accept."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  RATINGS AFFIRMED
  BELARUS

   Sovereign Credit Rating                B/Negative/B
   Transfer & Convertibility Assessment
    Local Currency                        B

  BELARUS

  Senior Unsecured                        B




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C R O A T I A
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ULJANIK DD: Invites Expressions of Interest for 3.Maj Stake
-----------------------------------------------------------
Annie Tsoneva at SeeNews reports that Croatia's Uljanik d.d.
shipbuilding group which is undergoing bankruptcy proceedings said
that it is inviting expressions of interest in the purchase of the
entire 88.27% stake it is holding in local 3. Maj shipyard.

According to SeeNews, Uljanik said in a filing with the Zagreb
Stock Exchange the deadline for submitting letters of interest will
expire on Aug. 27.

Potential investors will be able to carry out due diligence at 3.
Maj after Sept. 13, SeeNews discloses.

Uljanik d.d. owns 1,249,568 ordinary A-series shares and 350,000
ordinary B-series shares in Rijeka-based 3. Maj shipyard, SeeNews
states.  Only the A-series shares are listed on the ZSE, SeeNews
notes.

The share capital of 3. Maj amounts to HRK181.2 million (US$28.7
million/EUR24.2 million), according to SeeNews.

The filing said the decision for the receiver of Pula-based Uljanik
to issue a public call for the acquisition of the 88.27% interest
in 3. Maj was approved by the board of creditors at Uljanik d.d. on
May 28, SeeNews relays.

The net loss of shipyard 3. Maj expanded by 24.9% year-on-year to
HRK8.8 million in the first quarter of 2021.

The bankruptcy proceedings against Uljanik d.d. and Uljanik
shipyard were launched in May 2019 at the request of Croatia's
financial agency FINA due to their overdue debt, SeeNews recounts.




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F R A N C E
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CLAUDIUS FINANCE: Moody's Assigns B2 CFR on Talentsoft Acquisition
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and B2-PD probability of default rating to Claudius Finance Parent
S.a. r.l. (Cegid or the company). Concurrently, Moody's has
assigned B2 ratings to the proposed EUR880 million senior secured
term loan B (B1, B2, B3), the proceeds of which will be mainly used
to fund the planned acquisition of Talentsoft S.A. as well as to
refinance Cegid's existing debt and EUR75 million senior secured
revolving credit facility issued at Claudius Finance S.a r.l. The
outlook on the ratings is positive.

RATINGS RATIONALE

Cegid's B2 CFR reflects the company's (1) leading position in
enterprise resource planning (ERP) for the mid-market sector in
France; (2) high switching costs for enterprise software products,
which results in low customer churn; (3) good revenue visibility
owing to the recurring nature of maintenance and
software-as-a-service (SaaS) fees; and (4) good liquidity.

Concurrently, the rating is constrained by Cegid's (1) significant
geographic concentration on France, which represents approximately
80% of revenue; (2) high degree of concentration in terms of its
product portfolio; (3) exposure to small- and medium-sized
businesses, which have a higher degree of operating and financial
risk; and (4) the risk of releveraging from debt-funded
acquisitions or shareholder distributions.

The positive outlook reflects Moody's expectation of solid growth
in revenue, profitability and cash flow generation, which, in
combination with conservative leverage, could lead to positive
rating pressure if accompanied by an improvement in the company's
size and diversification.

Moody's expects Cegid will continue to perform well over the next
12-18 months, with revenue rising towards EUR630 million in 2021 on
a proforma basis including the full-year impact of the Talentsoft
acquisition, which is anticipated to close in Q3 2021, and EUR685
million in 2022. Moody's-adjusted EBITDA is forecast to increase
towards EUR240 million in 2021, again proforma the full-year impact
of the Talentsoft acquisition, and EUR280 million in 2022.

As a result, the rating agency projects that the company's
Moody's-adjusted (gross) leverage will improve towards 4.1x as of
December 2021 and 3.5x as of December 2022, calculated after
capitalizing a significant portion of research and development
(R&D) costs. Leverage is expected to be materially higher, at 5.3x
in 2021 and 4.4x in 2022, on an R&D expensed-basis, as Cegid
capitalizes a greater share of R&D expenses compared to certain
peers. Moody's-adjusted free cash flow (FCF) / debt is forecast to
rise to above 10% in 2022, which is at the high-end of the B2 rated
peer group. The aforementioned improvement in credit metrics
assumes that management will not pursue any significant debt-funded
acquisitions or significant shareholder distributions.

Cegid is controlled by Silver Lake and AltaOne which, as majority
owners, control the board. Often in private equity sponsored deals,
owners have a higher tolerance for leverage/risk and governance is
comparatively less transparent. That said, Moody's note Cegid's
relatively moderate leverage at both the time of the 2017
take-private leveraged buyout and at present, compared to other
sponsor-owned companies.

LIQUIDITY

Moody's views Cegid's liquidity as good. Proforma the refinancing,
Cegid will have approximately EUR70 million of cash on balance
sheet and will also benefit from an undrawn EUR75 million RCF.
Additionally, Moody's expects healthy cash flow generation over the
course of 2021 and 2022. Moody's understands that the company is
subject to one springing financial maintenance covenant on the RCF,
which is set at 8x and tested when the RCF is drawn by more than
40%, with a breach constituting an event of default.

STRUCTURAL CONSIDERATIONS

The company's capital structure consists of a EUR75 million senior
secured RCF maturing in 2028 and an EUR880 million senior secured
term loan maturing in 2028, which rank pari passu. Security
consists of pledges over shares, intercompany receivables and bank
accounts. The senior secured term loans and RCF are rated B2, in
line with the CFR, as they are the only financial debt instruments
in the capital structure. The PDR is in line with the CFR and
reflects Moody's assumption of a 50% family recovery rate.

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

Moody's could consider positive rating action if Cegid (1)
continues to deliver organic revenue and EBITDA growth, so as to
increase its size and scale; (2) improves its geographic and
product line diversification, so as to reduce dependence on revenue
generated from the sale of ERP solutions in France and hereby
reduce its vulnerability to local economic events or changes in
preferences, competitive pressures and regulations; (3)
Moody's-adjusted leverage is sustained below 4.0x; and (4)
Moody's-adjusted FCF to debt is maintained at around 10%, while
having at least an adequate liquidity profile.

Conversely, Cegid's ratings could come under negative pressure if
(1) the company's revenue and EBITDA growth reduces towards zero,
possibly as a result of subdued organic operating performance,
higher software development spend or restructuring payments; (2)
Moody's-adjusted leverage rises towards 6.0x on a sustained basis
or its Moody's-adjusted FCF to gross debt ratio deteriorates
towards low-single digits, possibly due to a significant
debt-funded acquisition or shareholder-friendly actions; or (3) the
company's liquidity position deteriorates.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Cegid is a leading French provider of on-premise and cloud-enabled
enterprise software and related services. The group was founded in
1983 and is headquartered in Lyon, France. It operates primarily in
France, which represents around 80% of total revenue, but is also
present across 15 international locations, including Iberia, and
employs approximately 2,900 staff. Cegid offers functional
solutions focused on finance and tax, human resources and payroll,
as well as vertical solutions serving customers in the accounting
and retail sectors. In the last twelve months ended December 2020,
Cegid reported revenue of EUR494 million and company-reported
EBITDA (post-capitalisation of software development costs) of
EUR214 million, excluding the planned acquisition of Talentsoft
S.A.


IQERA GROUP: S&P Alters Outlook to Negative & Affirms 'B+' LT ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on France-based debt
purchasing and servicing company iQera Group SAS to negative from
stable. At the same time, S&P affirmed its 'B+' long-term issuer
credit rating on iQera and its 'B+' issue rating on the group's
senior secured notes.

The recovery rating on the notes remains at '4', indicating its
expectation of sound recovery (30%-50%) in the event of a payment
default.

Rationale

S&P said, "Increasing competition could weigh on iQera's financial
profile in our view. We believe that iQera may need to increase
investments in order to remain a leading player in France,
defending its strong franchise in an expanding market in terms of
nonperforming loan volumes and competition. To this end, we expect
iQera to remain an active participant in the French debt purchasing
market and we see the risk that it may need to use substantial
liquidity and capital for increasingly large deals. That said, we
acknowledge that portfolio acquisitions will contribute
significantly to revenue and cash flow growth. The company has
ample liquidity reserves over the next 12 months, with EUR147
million of cash on the balance sheet and a EUR50 million undrawn
revolving credit facility (RCF) as of March 31, 2021. In addition,
strong competition may lead in our view to more aggressive
investment behavior, which could weaken the company's
creditworthiness; hence we revised our outlook to negative."

The recent ransomware attack could have an impact on iQera's
franchise in the medium term. Since the ransomware attack on May
10, iQera has been able to resume most of its operations, and this
incident should not have a material impact on iQera's credit
quality in the short term. S&P said, "We understand that an
investigation is being carried out by a specialized IT consultant
to assess the full extent of the cyberattack and, at this stage,
iQera has reported no data leak. That said, the risk of a data leak
remains a concern and we cannot exclude such an event occurring in
the short term. We understand the cyberattack has not led to a
meaningful loss of business so far. For its servicing clients,
iQera's outage would have presented a significant operational
challenge, and we see some medium-term risk that the attack could
undermine this crucial part of iQera's franchise. Although not our
base case, if client attrition were to accelerate due to the
cyberattack, we foresee pressure on iQera's competitive position
and thus also on our ratings. We now see iQera's management and
governance as fair, similar to industry peers'."

S&P said, "Beyond these risks, we expect costs associated with the
cyberattack to remain manageable.We understand that costs to
address the attack should be largely immaterial. Remediation
expenses are affordable, and the interruption to service was
relatively brief. iQera's commitment to servicing its clients
throughout the incident showed, in our view, the importance for the
company of maintaining its well-established reputation in the
French market."

Outlook

The negative outlook reflects S&P's view that iQera could depart
from its current prudent investment discipline and liquidity
management in the coming 12-24 months to partake in the
increasingly dynamic French distressed debt market.

Downside scenario

S&P said, "We could lower our ratings in the next 12 months if
iQera aggressively invests in large portfolios beyond our
expectations, thereby bringing liquidity management down to
industry norms.

"In the longer term, we could downgrade the company if it is
side-lined in the French distressed debt market because of stronger
competition.

"We could also lower our rating if distribution to co-investors
increases significantly or pressure on revenues intensifies. The
latter could stem from a reduction of business prospects or
potential loss of clients as a result of the cyberattack."

Upside scenario

S&P could consider a positive rating action if iQera's leverage and
coverage metrics strengthen beyond 2019 levels, most likely as the
operating environment normalizes. A positive rating action would
also hinge on the private equity owners having firm deleveraging
plans.

  Ratings Score Snapshot

  Issuer Credit Rating    B+/Negative/--

  Business risk: Fair
  Country risk: Low
  Industry risk: Moderately high
  Competitive position: Fair
  Financial risk: Highly leveraged
  Anchor: b

  Modifiers

  Diversification/Portfolio effect: Neutral (no impact)
  Capital structure: Neutral (no impact)
  Financial policy: FS-6 (no impact)
  Liquidity: Adequate (no impact)
  Management and governance: Fair (no impact)
  Comparable rating analysis: Positive (+1 notch)


NORIA 2021: Fitch Assigns Final B+(EXP) Rating on Class F Debt
--------------------------------------------------------------
Fitch Ratings has assigned Noria 2021 expected ratings.

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

     DEBT                    RATING
     ----                    ------
Noria 2021

A FR00140048R4   LT  AAA(EXP)sf  Expected Rating
B FR00140048S2   LT  AA(EXP)sf   Expected Rating
C FR00140048T0   LT  A(EXP)sf    Expected Rating
D FR00140048U8   LT  BBB(EXP)sf  Expected Rating
E FR00140048O1   LT  BB(EXP)sf   Expected Rating
F FR00140048P8   LT  B+(EXP)sf   Expected Rating
G FR00140048Q6   LT  NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Noria 2021 is an 11-month revolving securitisation of French
unsecured consumer loans originated in France by BNP Paribas
Personal Finance (BNPP PF). The securitised portfolio consists of
personal, debt consolidation and sales finance loans granted to
individuals. All loans bear a fixed interest rate and are
amortising with constant instalments.

KEY RATING DRIVERS

Moderate Credit Risk Expected: Fitch reviewed separate portfolio
data and set a base-case default assumption of 6.1% and a recovery
assumption of 48.3% based on the performance of BNPP PF's book and
Fitch's macroeconomic expectations in the context of the
coronavirus pandemic. Fitch applied a 'AAAsf' default multiple of
4.8x and a recovery haircut of 50% to stress base case assumptions
to the notes' ratings.

Consumer loan defaults were resilient to the impact of the
coronavirus pandemic in 2020, but performance has been underpinned
by government support schemes and Fitch expects some deterioration
once these measures are wound down and unemployment rises.

Revolving Period Risk Mitigated: The transaction has a maximum
11-month revolving period. Early amortisation triggers are
relatively loose, but the short length of the revolving period,
along with eligibility criteria and available credit enhancement
(CE) mitigate the risk introduced by the revolving period. Fitch
has also analysed potential pool mix shifts during this period and
stressed the average interest rate of the portfolio.

Hybrid Pro Rata Redemption: The notes are paid based on their
target subordination ratios (as percentages of the performing and
delinquent portfolio balance) during the amortisation period. The
subordination ratio for each class is equal to its initial CE,
which means all the notes amortise pro rata if no sequential
amortisation event occurs and there is no principal deficiency
ledger in debit.

Servicing Continuity Risk Mitigated: BNPP PF is the transaction
servicer. No back-up servicer will be appointed at closing.
However, servicing continuity risks are mitigated by among other
things, a monthly transfer of borrowers' notification details, the
specially dedicated account bank, a reserve fund to cover liquidity
and the management company being responsible for appointing a
substitute servicer within 30 calendar days upon the occurrence of
a servicer termination event.

RATING SENSITIVITIES

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

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

Expected impact on the note rating of decreased defaults and
increased recoveries (class A/B/C/D/E/F)

Decrease base case defaults by 10%, increase recovery rate by
10%:'AAAsf'/'AAsf'/'Asf' /'BBB+sf'/'BB+sf'/'BB-sf'

Decrease base case defaults by 25%, increase recovery rate by
25%:'AAAsf'/'AA+sf'/'A+sf' /'A-sf'/'BBBsf'/'BB+sf'

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

Expected impact on the note rating of increased defaults (class
A/B/C/D/E/F)

Increase base case defaults by 10%:
'AA+sf'/'A+sf'/'A-sf'/'BBB-sf'/'BBsf'/'Bsf'

Increase base case defaults by 25%:
'AAsf'/'A+sf'/'BBB+sf'/'BB+sf'/'BB-sf'/'CCCsf'

Expected impact on the note rating of decreased recoveries (class
A/B/C/D/E/F)

Reduce base case recovery by 10%:
'AA+sf'/'AA-sf'/'A-sf'/'BBB-sf'/'BBsf'/'Bsf'

Reduce base case recovery by 25%:
'AA+sf'/'AA-sf'/'A-sf'/'BBB-sf'/'BBsf'/'Bsf'

Expected impact on the note rating of increased defaults and
decreased recoveries (class A/B/C/D/E/F)

Increase base case defaults by 10%, reduce recovery rate by 10%:
'AA+sf'/'A+sf'/'A-sf'/'BBB-sf'/'BBsf'/'B-sf'

Increase base case defaults by 25%, reduce recovery rate by 25%:
'AAsf'/'A+sf'/'BBBsf'/'BB+sf'/'B+sf'/'NRsf'

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

Noria 2021

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

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 the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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

ESG CONSIDERATIONS

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


SPIE SA: Fitch Publishes 'BB' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has published technical services provider SPIE SA's
Long-Term Issuer Default Rating (IDR) of 'BB' with a Stable
Outlook.

The IDR is constrained by high funds from operations (FFO) gross
leverage of 7x in 2020, which Fitch forecasts to remain slightly
above Fitch's negative rating sensitivity of 5.0x in 2021. However,
Fitch believes favourable market trends - and SPIE's exposure to
new investments - in energy transition, digitalisation, e-mobility
and de-carbonation will allow for a swift recovery to pre-pandemic
credit metrics. SPIE has expressed its commitment to deleveraging
and Fitch views its deleveraging capacity as strong. Fitch
forecasts FFO gross and net leverage of around 5.2x and 2.0x,
respectively, in 2022 which is commensurate with a 'BB' credit
profile.

The business profile remains reliant on acquisitions and
restructuring measures to improve and stabilise its margins and
maintain its competitive advantage.

KEY RATING DRIVERS

Resilient Performance in Pandemic: EBITDA margin modestly
contracted to 5.7% in 2020 from 6.3% in 2019, as pandemic-related
restrictions especially in 1Q20-2Q20, the disposal of the UK mobile
business and negative currency impact were offset by organic growth
in Germany and prior-year acquisitions. SPIE's services are
mission-critical, hence providing some resilience. Fitch expects
its business to recover swiftly to near pre-pandemic levels in
2021, driven by the focus of a number of SPIE's customers on energy
transition, digitalisation, e-mobility and de-carbonation of
industrial processes.

High Gross Leverage: SPIE's actual and forecast FFO gross leverage
of 7.0x in 2020 and 5.9x in 2021, respectively, are high for the
rating. However, Fitch expects FFO gross leverage to fall to 5.2x
in 2022 and then substantially further in 2023, on business
recovery, profitability improvement and repayment of debt.

Excess Cash Flow Driving Deleveraging: Fitch forecasts SPIE's free
cash flow (FCF) margin to trend to around 2.6% over Fitch's
four-year rating horizon, reflecting improvements to the FFO margin
to around 4.8%-5% in 2022-2023 from 3.7% in 2020, minimal
working-capital impact, an asset-light business profile and stable
dividend pay-out, albeit partially offset by restructuring costs.
Fitch expects SPIE to allocate excess cash flow to bolt-on
acquisitions and prioritise debt repayment while retaining a fairly
high cash balance. Fitch forecasts FFO net leverage at 2.7x for
2021 and below 2.0x in 2023-2024, which maps to the 'BBB' rating
category as per Fitch's Business Services Ratings Navigator. SPIE
aims to further reduce the company-defined net debt/EBITDA from
2.4x at end-2020.

Low Refinancing Risk: Fitch believes upcoming debt maturities in
2023 (EUR900 million in total) and in2024 (EUR600 million)
represent low refinancing risk. Fitch expects SPIE to repay EUR600
million of debt in 2023 with its high cash balance and refinance
the remainder. Fitch expects SPIE to have good access to financial
markets, as it did in June 2019 when it successfully refinanced
part of its EUR1.2 billion term loan A with an EUR600 million 2026
notes issue.

Despite key credit metrics temporarily worsening during the
pandemic, Fitch forecasts it will take less than two years for SPIE
to recover to pre-pandemic financial results. Fitch forecasts
pre-refinancing FFO interest coverage at 7x and net leverage at
2.0x to facilitate refinancing options for its EUR600 million
3.125% notes due in 2024.

Recurring Acquisitions: Fitch expects SPIE to remain acquisitive,
with a number of bolt-on acquisitions each year; 2020 being the
sole exception due to the pandemic. Acquisitions expand the group's
service offering in cyber security and IT infrastructure, with an
increased focus on robotics, electrical and automation technologies
as well as maintenance services. Fitch assumes acquisitions in
technical and digital services will be made at an average 6x EBITA
multiple. Fitch anticipates that acquisitions will fit into SPIE's
long-term strategy of enhancing its local presence, consolidating
its leadership positions in its key markets and benefitting from
the shift in energy mix.

Moderate Execution Risk: Execution risk is moderate given that SPIE
has made more than 130 acquisitions since 2006, focusing mainly on
consolidations in fragmented markets while continuing with
profitability improvement in a decentralised organisational
framework.

Strong Business Profile: SPIE benefits from strong service and
geographical diversification as the European leader in technical
services with a strong presence in France, Germany and central
Europe, where the group generates nearly two third of its revenue
at industry average margins. Operational cost optimisation
compensates for lower, albeit improving, margins in north-western
Europe.

While the business model does not inherently consist of long-term
orders, SPIE generates more than 50% of its revenue from recurring
service contracts with an 90% customer retention rate in
maintenance services. Unlike other providers in the mechanical and
technical industry, it benefits from low customer concentration
risk as no customer contributes more than 10% revenue while the top
10 customers generate around 17%.

Focus on Financial Policy: Fitch views SPIE's financial policy as
supportive of the rating. The group is focused on tight
working-capital management with around 100% cash conversion, has a
stable dividend policy at 40% of adjusted net income and further
deleveraged to below 2.4x net debt/EBITDA (company-defined) at
end-2020.

DERIVATION SUMMARY

Good scale and market positions, adequate geographical and
end-market diversification and strong base of diverse, high-profile
customers support SPIE's rating. These factors are adequate for the
'BB' rating category and exceed that of smaller peers that are more
focused on one service, end-market or single country such as
France-based Odyssee Investment Bidco (B+(EXP)/Stable) operating
mainly in the home country and Sweden-based Polygon AB (B+/Stable),
which is concentrated on insurance companies. However, SPIE has
some exposure to cyclical end-markets, such as oil & gas, which
comprise 3% of the business.

Customer diversification is strong, as the group's 10 largest
clients account for around 17% of sales and many of its customers
are large multinationals. This compares well with direct peers that
offer technical infrastructure and engineering services such as
Sweden-based Sweco AB, but generate significant revenue streams
from their largest customers.

SPIE has an acquisitive growth strategy like many of its peers that
operate in fragmented industries such as Sweco and Polygon. The
group's leverage profile was high for the rating in 2020 with FFO
gross leverage at 7.0x, but Fitch expects SPIE to deleverage to
5.2x in 2022 and 3.5x in 2023, commensurate with a 'BB' rating
category.

KEY ASSUMPTIONS

-- Mid-single digit growth in sales to 2024, supported by organic
    growth and acquisitions with 2021 being close to the pre
    pandemic revenue base;

-- EBITDA margin improving to around 7% over the next four years;

-- Capex at 0.8% of sales to 2024;

-- Dividends around EUR90 million-EUR110 million p.a. for the
    next four years;

-- Acquisitions of around EUR72 million p.a. to 2024;

-- Repayment of term loan B in 2023.

RATING SENSITIVITIES

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

-- Increasing profitability from higher-margin business resulting
    in EBITDA margin above 8.5% (EBITA- equivalent margin 7.5%);

-- Increasing cash conversion from increased profitability,
    leading to FFO margin sustainably above 6%;

-- FFO gross leverage consistently below 4.0x and FFO net
    leverage below 3.0x.

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

-- Failure to integrate targets affecting business profile and
    profitability;

-- Extended downturn in key end-markets, structural increase in
    competition or investments in unprofitable businesses,
    resulting in deterioration of profitability with EBITDA margin
    less than 5.5% (EBITA-equivalent margin less than 5%);

-- FFO leverage above 5.0x (gross) and 4.0x (net) on a sustained
    basis;

-- Inability to improve cash conversion or profitability with FFO
    margins sustainably below 5%.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: At end-2020 SPIE's available liquidity sources
were composed of a Fitch-adjusted EUR1 billion cash balance and an
EUR600 million undrawn revolving credit facility due in 2025. Fitch
forecasts FCF margin at 2.2% in 2021, improving to around 2.7%
until end of the rating horizon. This is supported by low capex and
well-managed working capital, which are partially offset by
dividend distributions and restructuring costs. Fitch views the
current M&A strategy based on small bolt-on acquisitions as neutral
to SPIE's liquidity position.

SPIE has no significant maturities until 2023 when its EUR450
million receivables securitisation programme, with EUR300 million
drawn at end-2020, and its EUR600million term loan B (TLB) are due.
Fitch believes the TLB will be repaid due to SPIE's strong cash
position and management commitment to deleveraging while the
securitisation programme will likely be refinanced. Fitch believes
healthy credit metrics will support the refinancing of its EUR600
million 3.125% notes due in 2024.

ISSUER PROFILE

SPIE is a leading multi-technical services provider including
mechanical, electrical, information & communications services and
technologies, technical facility management and energy transmission
and distribution services.

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.


VALLOUREC SA: S&P Raises ICRs to 'B/B' on Debt Restructuring
------------------------------------------------------------
S&P Global Ratings raised its long- and short-term issuer credit
ratings on French steel tube producer Vallourec to 'B/B' from
'SD/D' (selective default and default, respectively); and assigned
its 'B+' issue rating and '2' recovery rating on the reinstated
EUR1 billion senior unsecured notes due 2026.

On June 30, 2021, Vallourec completed its debt restructuring,
having reduced its EUR3.5 billion gross debt by about 50% (EUR1.8
billion) through debt-to-equity conversion and write-offs.
Elevated iron ore prices and recovering oil prices will translate
into healthy EBITDA and supportive credit metrics in 2021 and 2022,
as the company continues to restructure its cost bases.

With the capital restructuring, the company will have a reported
net debt (pro forma as of March 31, 2021) of EUR564 million
(including a gross debt of EUR1.34 billion and a cash balance of
EUR780 million), compared with EUR2.36 billion previously. In
addition, Vallourec will enjoy comfortable debt with no maturities
in the next five years, and access to cash, as well as a EUR462
million fully undrawn revolving credit facility (RCF). At the same
time, the company's profitability should improve materially as iron
ore continues to trade close to $200 per ton. S&P said, "In our
view, Vallourec's ongoing journey to transform its business,
especially tackling the low profitability in its European
operations and improving its business elsewhere, will get most of
management's focus in the coming two years. In our view, the
current situation provides the company a good starting point,
although it is far from completing its structural transformation."

S&P said, "We understand that the capital expenditure (capex) cut
by the oil majors in 2020 amid COVID-19 will continue to be
reflected on Vallourec's results in 2021, explained by the time lag
between orders and deliveries. However, with the impressive
recovery of oil prices to $72 per barrel (/bbl) from the
low-$20/bbl range in 2020, we now expect more demand for the
company's products starting 2022. At the moment, Vallourec sees
uneven recovery, with the U.S. showing good demand and prices since
the beginning of the year and the Europe, Africa, Middle East, and
Africa operations are lagging. In addition, we continue to see the
company's position in Brazil as providing additional benefits
supported by Petrobras' growth plans. Under our base-case scenario,
we see an underlying EBITDA of EUR450 million-EUR500 million
(before accounting for restructuring costs of EUR60 million-EUR65
million a year) in 2021 and 2022, with the iron ore division
responsible for the vast majority of EBITDA and the rest of
operations lagging." The business risk profile assessment is
underpinned by the company completing its transformation and
delivering an annual EBITDA of EUR500 million (and under more
sustainable iron ore prices).

The stable outlook reflects favorable market conditions, namely the
elevated iron ore prices, that will translate into healthy
profitability and limit the cash burn in the coming 12-18 months.
In addition, the outlook also takes into account the ample cash
balance post the debt restructuring, which allows Vallourec to
absorb material deviations from our base-case scenario.

Under its base-case scenario, S&P expects EBITDA of EUR400
million-EUR450 million and negative free cash flow of EUR140
million-EUR170 million in 2021 and EUR80 million-EUR120 million in
2022. This leads to an adjusted debt to EBITDA of 3.5x-4.0x (or
2.5x-3.0x when netting all cash except for EUR250 million,
considered a sustainable minimum cash position).

The financial risk profile is underpinned by Vallourec's ability to
maintain an adjusted debt to EBITDA of 4x-5x (using sustainable
cash levels) over the cycle, and not exceeding 5x during the
downturn of the cycle. In addition, it factors also break-even free
cash flows (before changes in working capital). At the same time,
S&P expects the company to complete its restructuring and see
growth in its EBITDA toward EUR500 million or more to support the
business risk assessment.

S&P could lower the rating on Vallourec upon reassessing the
financial risk profile in the next 12 months and reassessing the
business risk profile over the next 12-18 months. Some triggers for
a downgrade could include:

-- The company's EBITDA failing to reach EUR500 million in the
medium term. This could be the case if Vallourec faced delays in
implementing its cost-cutting program or saw weaker demand;

-- Adjusted debt to EBITDA above 5x, with negative free cash flow;
and

-- A deterioration in the company's liquidity position, especially
a rapid reduction in its cash balance.

S&P does not see an upgrade as likely in the coming 12-18 months.
Beyond then, ratings upside could come from:

-- A track record of maintaining earnings above EUR500 million,
with lower volatility of earnings through the cycle;

-- Positive free cash flow; and

-- Prudent liquidity management.




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

ADLER MODEMARKTE: Submits Insolvency Plan in Aschaffenburg Court
----------------------------------------------------------------
With the filing of the insolvency plan at the Aschaffenburg local
court, the decisive phase in the restructuring of Adler Modemarkte
AG has begun. The insolvency plan defines all financial measures
for restructuring the company based on the concept submitted by the
investor Zeitfracht Logistik Holding GmbH, Berlin.  The company had
previously accepted Zeitfracht's offer to conclude an investor
agreement after the creditors' committee had expressed its support.
On July 1, 2021, the Aschaffenburg Local Court opened insolvency
proceedings in self-administration over the assets of Adler
Modemarkte as planned.  The company had previously filed for
insolvency on January 11, 2021, due to the distortions in the wake
of the Corona Lockdown.  The execution of the investor agreement
with Zeitfracht Logistik Holding GmbH is currently still subject to
merger control approvals.

The insolvency plan provides for the debt relief of the company and
the continuation of the operative business with more than 100
German and 29 foreign fashion stores (Austria 24, Luxembourg 3,
Switzerland 2).  The planned realignment is expected to preserve at
least 2,600 of the Group's total of 3,100 jobs.

In addition, the insolvency plan includes a capital cut in the form
of a reduction of Adler Modemarkte's share capital to zero and a
subsequent injection of new equity in the form of a capital
increase by the investor Zeitfracht, who will thereby become
Adler's sole shareholder.  Thus, the existing shares of the Company
will in all likelihood become entirely worthless.  When the capital
reduction to zero takes effect, the Company's shares will be
delisted at the same time.

The now upcoming realignment of ADLER will be implemented by the
existing Executive Board of Adler Modemarkte under the leadership
of CEO Thomas Freude.  The insolvency plan is supposed to be
presented to the creditors' meeting to be put to vote by the end of
July 2021.  Ideally, the company will be able to terminate the
insolvency proceedings as early as the end of August 2021.
From today's perspective, the payment of a recognizable quota on
the claims of the insolvency creditors is possible.

"I am relieved that ADLER has good prospects for the future thanks
to the investor agreement with Zeitfracht.  The steps we have taken
include a sustainable repositioning of the company," comments
Thomas Freude, the company's CEO.

Attorney Dr Christian Gerloff, General Representative of Adler
Modemarkte, adds: "The planned solution for the future was only
possible thanks to the good cooperation between the management, the
trustees, the creditors and the employees.  Thanks are also due to
the Economic Stabilisation Fund (Wirtschaftsstabilisierungsfond),
which made a decisive contribution to bridging the very difficult
last weeks of the lockdown with its loan in May."

Trustee Tobias Wahl (Anchor Rechtsanwaltsgesellschaft): "The
implementation of the investor agreement with Zeitfracht would
result in a substantial part of the jobs at ADLER being preserved.
In view of the extremely difficult underlying conditions under
which this process had to take place due to Covid-19 this is
nothing to be taken for granted."

Positive customer response after reopening of all fashion shops

The reopening of all of ADLER's fashion shops after the end of the
lockdown has been met with a positive response from ADLER's
customers and high demand for the company's products.  This demand
is now to be supported by intensified marketing measures, which
were scaled back considerably in the wake of the corona crisis.

                  About Adler Modemarkte AG

Adler Modemarkte AG, headquartered in Haibach near Aschaffenburg,
Germany, is one of Germany's largest and most important textile
retailers.  In 2019, the Group generated revenue of EUR495.4
million and EBITDA of EUR70.3 million. ADLER employs a workforce of
around 3,100 and operates 172 stores, 142 of which are located in
Germany, 24 in Austria, three in Luxembourg, two in Switzerland,
plus an online shop.  The Company focuses on large-space concepts
offering in excess of 1,400 m2 of retail space. With its many own
brands and select external brands, ADLER offers a highly diverse
product range.  Thanks to more than 70 years of tradition and
strong customer loyalty, ADLER considers itself to be the market
leader within its target group of affluent customers aged 50 and
over.  For more information: www.adlermode-unternehmen.com;
www.adlermode.com


KME SE: Moody's Affirms 'Caa1' CFR Following Paragon Agreement
--------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 corporate family
rating and the Caa1-PD probability of default rating of German
copper transformer KME SE. Concurrently, Moody's affirmed the Caa1
instrument rating on the group's EUR300 million guaranteed Senior
Secured Notes due 2023. The outlook has been changed to positive
from stable.

RATINGS RATIONALE

The rating action follows KME's announcement on June 16, 2021 that
its parent company Intek Group S.p.A. has reached an agreement with
German private equity fund Paragon Partners GmbH on the sale of a
55% majority stake in KME's Special division. The change in the
outlook to positive reflects Moody's expectation that the
transaction will enhance KME's credit profile, as it will
strengthen its liquidity and likely support de-leveraging of its
balance sheet.

The agreement foresees the creation of a new company to which KME's
Special division will be contributed on a largely debt and cash
free basis and in which Paragon will hold 55% and KME the remaining
45% minority stake. The transaction includes a EUR260-280 million
cash consideration to KME, of which EUR60-80 million it will use to
repay intragroup working capital facilities, as well as a EUR32
million vendor loan to be repaid by the newly established company.

Moody's recognizes the rationale of the transaction, which would
enable KME to focus on its core business of rolled copper products
and alloys, where it deems organic growth prospects to be more
favourable than in its Special division. By contrast, the group's
scale and profitability would shrink following an expected
de-consolidation of the Special division, which generated EUR260
million in sales and EUR44 million EBITDA in 2020, is more
profitable and geographically better diversified than KME's Copper
division, which is mostly present in Europe.

The rating affirmation at Caa1 takes into account KME's currently
just adequate liquidity profile, considering very limited
availability under its committed credit facilities with maturities
of less than 12 months, little capacity under financial covenants,
partly offset by expected positive free cash flow (FCF) generation
over the next 12-18 months. It also reflects the group's still weak
credit metrics at this point, such as a Moody's-adjusted leverage
ratio of around 8x gross debt/EBITDA and interest coverage of 0.5x
Moody's-adjusted EBITA/interest expense for the 12 months through
March 31, 2021. Upon closing of the transaction, Moody's considers
a potential refinancing of KME's current capital structure as
likely. Combined with an expected further improvement in its
operating performance over the next 12-18 months, supporting
positive FCF and maintenance of an adequate liquidity profile,
Moody's could consider upgrading KME's ratings, as indicated by the
positive outlook. The outlook, however, does not anticipate a
possible failure of the transaction or use of the cash proceeds
other than for de-leveraging.

KME's ratings remain further constrained by its significantly
volatile profitability under IFRS accounting, although without
impacting FCF; relatively small-scale operations, with limited
geographic diversification in the Copper division but a global
reach in the Special business; and sizeable off-balance-sheet
factoring programs, which are not publicly disclosed and, hence,
not included in Moody's debt and leverage calculations.

These factors are balanced by KME's leading position in the niche
market of the copper products industry; good customer
diversification; ability to pass through raw material prices;
mostly positive FCF generation over the last six years (break-even
in 2020); exposure to supportive end-user industry trends,
including increasing electrification of the automotive industry;
and its reorganization after the acquisition of Mansfelder Kupfer
und Messing GmbH (MKM or KME Mansfeld) in 2019 and sale of its
former brass rods business, which are expected to deliver
additional cost synergies in 2021.

LIQUIDITY

Moody's consider KME's liquidity as just adequate. Following
negative FCF in the first quarter of 2021 due to a significant
working capital build-up caused by increasing metal prices, the
group's cash position reduced to EUR71 million as of March 31, 2021
from EUR105 million at year-end 2020. KME's cash sources further
consist of a EUR395 million borrowing base facility, expiring
February 2022, and an additional EUR25 million asset base facility,
expiring 2024, which are currently almost completely utilized. The
group has also access to a EUR30 million shareholder working
capital facility, which remains fully available.

The EUR395 million facility contains one interest cover maintenance
covenant, as well as one springing covenant that requires KME to
maintain a certain ratio of net financial indebtedness to
consolidated tangible net worth. While the group maintained only
limited capacity under these covenants at the end of March 2021, it
should retain sufficient capacity over the next 12 months, in
Moody's view, supported by expected further operating and financial
performance improvements.

ESG CONSIDERATIONS

In terms of governance, the rating action positively incorporates
KME's intention to use the cash proceeds from the transaction for
debt reduction and thereby de-leveraging of its balance sheet.

OUTLOOK

The positive outlook indicates Moody's expectation that the
proposed transaction, combined with a possible refinancing post
completion and expected performance improvements over the next
12-18 months, will allow KME to gradually improve its credit
metrics to levels in line with a B3 rating. A possible upgrade over
this period would further require KME to maintain a consistently
adequate liquidity profile.

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

Upward pressure on the ratings would require KME's (1)
Moody's-adjusted debt/EBITDA ratio to decline to below 6.5x (taking
into consideration expected levels off-balance sheet financing),
(2) Interest coverage to exceed 1.0x Moody's-adjusted
EBITA/interest expense, (3) FCF to turn sustainably positive, (4)
liquidity to remain adequate.

Downward pressure on the ratings would build, if KME's FCF turned
significantly negative and if shortly maturing credit facilities
could not be extended in a timely manner, translating into a
weakening liquidity profile.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Osnabruck, Germany, KME is a leading producer of
copper and copper alloy products, which are largely based on
primary copper and high quality scraps. KME's primary production
and service center assets are based in Europe, China and the US. In
the 12 months ended March 31, 2021, the company generated around
EUR2 billion revenue and EUR481 million net added value (NAV)
revenue from its business divisions: copper (65% of the total NAV
revenue) and special (35%). The group operates 8 production sites,
out of which six are based in Europe, one in the US and one in
China, and one joint venture in China. KME employs around 3,900
people (not including the Trefimeteaux perimeter). KME is a fully
owned subsidiary of the Italian industrial investment company Intek
Group S.p.A.




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

AURIUM CLO VIII: Moody's Assigns B2 Rating to EUR13.2MM F Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to the notes issued by Aurium CLO VIII
Designated Activity Company (the "Issuer"):

EUR272,800,000 Class A Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

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

EUR5,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Definitive Rating Assigned Aa2 (sf)

EUR7,700,000 Class B-3 Senior Secured Fixed/Floating Rate Notes
due 2034, Definitive Rating Assigned Aa2 (sf)

EUR30,800,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

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

EUR23,100,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba2 (sf)

EUR13,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

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

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/or high yield bonds.
The portfolio is expected to be at least 80% ramped up as of the
closing date and to comprise of predominantly corporate loans to
obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the six months ramp-up period in
compliance with the portfolio guidelines.

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

In addition to the eight classes of notes rated by Moody's, the
Issuer issued EUR31,400,000 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: EUR440,000,000

Diversity Score: 50 (*)

Weighted Average Rating Factor (WARF): 2991

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 8.51 years


AURIUM CLO VIII: S&P Assigns B- Rating on Class F Notes
-------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Aurium CLO VIII
DAC's class A, B-1, B-2, B-3, C, D, E, and F notes. At closing, the
issuer also issued unrated subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.

The portfolio's reinvestment period will end approximately
four-and-a-half years after closing, and the portfolio's maximum
average maturity date will be eight-and-a-half years after
closing.

The ratings assigned to the notes 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 considers to be
bankruptcy remote.

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

  Portfolio Benchmarks
                                                         CURRENT
  S&P Global Ratings weighted-average rating factor     2,734.82
  Default rate dispersion                                 477.30
  Weighted-average life (years)                             5.20
  Obligor diversity measure                               135.28
  Industry diversity measure                               23.51
  Regional diversity measure                                1.35

  Transaction Key Metrics
                                                         CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                         'B'
  'CCC' category rated assets (%)                           0.91
  Actual 'AAA' weighted-average recovery (%)               36.37
  Covenanted weighted-average spread (%)                    3.55
  Covenanted weighted-average coupon (%)                    4.00

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio will be well-diversified on the
effective date, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow collateralized debt
obligations.

"In our cash flow analysis, we considered the EUR440 million par
amount, the covenanted weighted-average spread of 3.55%, the
covenanted weighted-average coupon of 4.00%, and the actual
weighted-average recovery rates for all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category. Our cash flow
analysis also considers scenarios where the underlying pool
comprises 100% of floating-rate assets (i.e., the fixed-rate bucket
is 0%) and where the fixed-rate bucket is fully utilized (in this
case 10%)."

Under the transaction documents, the issuer can purchase workout
loans, which are assets of an existing collateral obligation held
by the issuer offered in connection with bankruptcy, workout, or
restructuring of the obligation, to improve the related collateral
obligation's recovery value. The purchase of workout loans is not
subject to the reinvestment criteria or the eligibility criteria.
However, if the workout loan meets the eligibility criteria with
certain exclusions, it is accorded defaulted treatment in the
principal balance and par coverage tests. The issuer's cumulative
exposure to workout loans that can be acquired with principal
proceeds is limited to 5% of the reinvestment target par balance.
The issuer's cumulative exposure to workout loans that can be
acquired with principal and interest proceeds is limited to 10% of
the reinvestment target par balance.

The issuer may purchase workout loans using interest proceeds,
principal proceeds, or amounts in the supplemental reserve account.
The use of interest proceeds to purchase workout loans is subject
to all coverage tests passing following the purchase and there
being sufficient interest proceeds to pay interest on all the rated
notes on the upcoming payment date. The use of principal proceeds
is subject to the following conditions: the par coverage tests are
passed following the purchase; the manager has built sufficient
excess par in the transaction so that the collateral principal
amount is equal to or exceeds the reinvestment target par balance
after the acquisition; and the obligation is a debt obligation that
is pari passu or senior to the obligation already held by the
issuer.

In this transaction, if a non-principal funded workout loan
subsequently becomes an eligible CDO, the manager can designate it
as such and transfer the market value of the asset to the interest
or the supplemental reserve account from the principal account. We
considered the alignment of interests for this re-designation and
took into account other factors, including that either the
reinvestment criteria is met or the collateral principal amount is
equal to or exceeds the reinvestment target par balance after such
designation; and that the manager cannot self-mark the market
value.

This transaction also features a principal transfer test, which
allows interest proceeds exceeding the principal transfer coverage
ratio to be paid into either the principal or supplemental reserve
account. The interest proceeds can only be paid into the principal
account senior to the reinvestment overcollateralization test and
into the supplemental reserve account junior to the reinvestment
overcollateralization test. Therefore, &P has not applied a cash
flow stress for this. Nevertheless, because the transfer to
principal is at the collateral manager's discretion, S&P did not
give credit to this test in its cash flow analysis.

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.

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class A
to E notes. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B-1, B-2, B-3, C, and D
notes could withstand stresses commensurate with higher rating
levels than those we have assigned. However, as the CLO is still in
its reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our assigned ratings on
the notes.

"For the class F notes, our credit and cash flow analysis indicate
that the available credit enhancement could withstand stresses that
are commensurate with a 'CCC' rating. However, we applied our 'CCC'
rating criteria, and we assigned a 'B- (sf)' rating to this class
of notes."

The two notches of rating uplift (to 'B-') from the model generated
results (of 'CCC') reflects several key factors, including:

-- Credit enhancement comparison: S&P noted that the available
credit enhancement for this class of notes is in the same range as
other CLOs that it rates and that have recently been issued in
Europe.

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

S&P said, "Our model-generated break-even default rate is at the
'B-' rating level of 25.03% (for a portfolio with a
weighted-average life of 5.20 years), versus if we were to consider
a long-term sustainable default rate of 3.1% for 5.20 years, which
would result in a target default rate of 16.12%.

"For us to assign a rating in the 'CCC' category, we also assess
whether the tranche is vulnerable to nonpayment in the near future;
if there is a one-in-two chance for this note to default; and if we
envision this tranche to default in the next 12-18 months.

"Following this analysis, we consider that the available credit
enhancement for the class F notes is commensurate with the 'B-
(sf)' rating assigned.

"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. The results
shown in the chart below are based on the actual weighted-average
spread, coupon, and recoveries.

"For the class F notes, 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."

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 certain activities,
including, but not limited to, the following: tobacco industry,
adult entertainment, speculative extraction of oil and gas,
production of controversial weapons. Accordingly, since the
exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, no specific adjustments have been made in our
rating analysis to account for any ESG-related risks or
opportunities."

  Ratings List

  CLASS    RATING     AMOUNT     CREDIT          INTEREST RATE*  
                    (MIL. EUR) ENHANCEMENT (%)
  A        AAA (sf)    272.80     38.00    Three/six-month EURIBOR

                                                 plus 0.85%
  B-1      AA (sf)      30.80     28.00    Three/six-month EURIBOR

                                                 plus 1.50%
  B-2      AA (sf)       5.50     28.00     1.90%
  B-3      AA (sf)       7.70     28.00     1.90% until June 23,
                                            2024 (included);
                                           Three/six-month EURIBOR

                                           plus 1.50% thereafter**
  C        A (sf)       30.80     21.00    Three/six-month EURIBOR

                                                 plus 1.95%
  D        BBB (sf)     27.50     14.75    Three/six-month EURIBOR

                                                 plus 3.00%
  E        BB (sf)      23.10      9.50    Three/six-month EURIBOR

                                                 plus 5.80%
  F        B- (sf)      13.20      6.50    Three/six-month EURIBOR

                                                 plus 8.54%
  Subordinated  NR      31.40       N/A       N/A

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

**The index will be capped at 2.50%. EURIBOR--Euro Interbank
Offered Rate.
NR--Not rated.
N/A--Not applicable.


CARLYLE EURO 2017-1: S&P Assigns B- Rating on Cl. E-R Notes
-----------------------------------------------------------
S&P Global Ratings assigned credit ratings to Carlyle Euro CLO
2017-1 DAC's class X, A-1-R, A-2A-R, A-2B-R, B-R, C-R, D-R, and E-R
reset notes. At closing, the issuer had EUR49.35 million (including
EUR5.85 million in additional unrated subordinated notes) of
unrated subordinated notes outstanding from the existing
transaction.

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

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

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

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

  Portfolio Benchmarks

  S&P performing weighted-average rating factor           2,924.59
  Default rate dispersion                                   624.54
  Weighted-average life (years) incl. reinvestment            4.54
  Weighted-average life (years) excl. reinvestment            4.50
  Obligor diversity measure                                 121.57
  Industry diversity measure                                 20.39
  Regional diversity measure                                  1.48
  Weighted-average rating                                        B
  'CCC' category rated assets (%)                             6.14
  Covenanted 'AAA' weighted-average recovery rate            36.05
  Floating-rate assets (%)                                   94.81
  Weighted-average spread (net of floors; %)                  3.79

S&P said, "In our cash flow analysis, we modelled a
weighted-average spread covenant of 3.60%, the weighted-average
coupon covenant of 4.10%, and the actual portfolios
weighted-average recovery rates at each rating. We applied various
cash flow stress scenarios, using four different default patterns,
in conjunction with different interest rate stress scenarios for
each liability rating category.

"Our credit and cash flow analysis show that the class A-2A-R,
A-2B-R, B-R, C-R, and D-R notes benefit from break-even default
rate (BDR) and scenario default rate cushions that we would
typically consider to be in line with higher ratings than those
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our ratings on the notes. The class X,
A-1-R, and E-R notes withstand stresses commensurate with the
assigned ratings.

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

Elavon Financial Services DAC is the bank account provider and
custodian. We consider that the transaction's documented
counterparty replacement and remedy mechanisms adequately mitigate
its exposure to counterparty risk under our current counterparty
criteria.

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

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

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

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for each class
of 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:
manufacture or marketing of anti-personnel mines, cluster weapons,
depleted uranium, nuclear weapons, white phosphorus, and biological
and chemical weapons; weapons or tailor-made components of civilian
firearms; production or the whole trading of products that contain
tobacco; mining or expansion plans for coal extraction of thermal
coal; upstream production of palm oil and palm fruit products; and
production or trade of hazardous chemicals, pesticides and wastes,
or ozone-depleting substances. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

  Ratings List

  CLASS    RATING    AMOUNT    INTEREST RATE* SUBORDINATION (%)
                   (MIL. EUR)
  X        AAA (sf)     2.50    Three-month EURIBOR      N/A
                                 plus 0.45%
  A-1-R    AAA (sf)   243.00    Three-month EURIBOR     39.25
                                 plus 0.93%
  A-2A-R   AA (sf)     30.00    Three-month EURIBOR     28.50
                                 plus 1.70%
  A-2B-R   AA (sf)     13.00    2.00%                   28.50
  B-R      A (sf)      25.00    Three-month EURIBOR     22.25
                                 plus 2.25%
  C-R      BBB (sf)    27.00    Three-month EURIBOR     15.50    
                                 plus 3.45%
  D-R      BB- (sf)    21.00    Three-month EURIBOR     10.25
                                 plus 6.47%
  E-R      B- (sf)     13.00    Three-month EURIBOR      7.00
                                 plus 8.89%
  Subordinated  NR     49.35    N/A                       N/A

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

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


HARVEST CLO XXVI: Moody's Gives (P)B3 Rating to EUR13.25MM F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Harvest CLO
XXVI Designated Activity Company (the "Issuer"):

EUR236,000,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR27,750,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

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

EUR34,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR26,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR19,750,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR13,250,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 80% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the 4.5 months ramp-up period in compliance with the
portfolio guidelines.

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

In addition to the seven classes of notes rated by Moody's, the
Issuer will issue EUR25,000,000 Class Z Notes due 2034 and
EUR32,700,000 Subordinated Notes due 2034 which are not rated. The
Class Z Notes accrue interest in an amount equivalent to a certain
proportion of the senior and subordinated management fees and its
notes' payment is pari passu with the payment of the senior and
subordinated management fee.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR400,000,000

Diversity Score: 48

Weighted Average Rating Factor (WARF): 3035

Weighted Average Spread (WAS): 3.72%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years


MADISON PARK IX: Moody's Assigns B3 Rating to EUR12.1MM F Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Madison
Park Euro Funding IX DAC (the "Issuer"):

EUR269,500,000 Class A Senior Secured Floating Rate Notes due
2035, Definitive Rating Assigned Aaa (sf)

EUR48,400,000 Class B Senior Secured Floating Rate Notes due 2035,
Definitive Rating Assigned Aa2 (sf)

EUR26,125,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned A2 (sf)

EUR28,600,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned Baa3 (sf)

EUR24,750,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned Ba3 (sf)

EUR12,100,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

As part of this reset, the Issuer extends the reinvestment period
to four and a half years and the weighted average life by to nine
years. It also amends certain concentration limits, definitions
including the definition of "Adjusted Weighted Average Rating
Factor". The issuer includes the ability to hold workout
obligations. In addition, the Issuer amends the base matrix and
modifiers that Moody's took into account for the assignment of the
definitive ratings.

The Issuer is a managed cash flow CLO. At least 95% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 5% of the portfolio may consist of unsecured senior
loans, second-lien loans, high yield bonds and mezzanine loans. The
underlying portfolio is almost fully ramped as of the closing
date.

Credit Suisse Asset Management Limited ("CSAM") 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 four and half year reinvestment period. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit risk obligations and credit improved
obligations.

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

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Performing par and principal proceeds balance: EUR439,956,172

Diversity Score: 57

Weighted Average Rating Factor (WARF): 3100

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 9 years


MADISON PARK IX: S&P Assigns B- Rating on Class F-R Notes
---------------------------------------------------------
S&P Global Ratings assigned credit ratings to Madison Park Euro
Funding IX DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes.

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

The ratings reflect S&P's assessment of:

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

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

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

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

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio Benchmarks
                                                         CURRENT
  S&P Global Ratings weighted-average rating factor     2,902.25
  Weighted-average life (years) incl. reinvestment          4.54
  Weighted-average life (years) excl. reinvestment          4.08
  Default Rate Dispersion                                 690.46
  Obligor diversity measure                               127.00
  Industry diversity measure                               22.02
  Regional diversity measure                                1.23
  Weighted-average rating                                      B
  'CCC' category rated assets (%)                           8.54
  'AAA' weighted-average recovery rate                     36.84
  Weighted-average spread (net of floors; %)                3.73

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 modelled the EUR440
million target par amount, the reference weighted-average spread of
3.60%, the reference weighted-average coupon of 4.50% and actual
weighted-average recovery rates at each rating level. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category."

The portfolio manager may, at any time, and without regard to the
eligibility criteria, acquire workout obligations to enhance and
protect the recovery value of a defaulted obligation from the same
obligor. All funds required for the purchase of such obligations
may be paid out of the supplemental reserve account, the interest
account, or the principal account.

The portfolio manager may utilize principal proceeds to purchase
workout obligations only if each of the class A/B, C, and D par
value tests are satisfied, or if the total collateral balance
remains above the reinvestment target par balance immediately after
the purchase. All distributions associated with such purchases will
be deposited in the principal account.

Workout obligations will not be taken into account in determining
satisfaction of any of the coverage tests, portfolio profile tests,
or collateral quality tests. Only workout obligations purchased
with principal proceeds will be given the following credit:

-- For the adjusted collateral principal amount, workout
obligations that satisfy all of the eligibility criteria will be
deemed to be collateral debt obligations; and

-- For the par value tests, workout obligations that satisfy
certain of the eligibility criteria will be deemed to be defaulted
obligations only if each par value test is passing without giving
any credit to any such workout obligation.

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

"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. The CLO is managed by Credit Suisse Asset
Management Ltd.

"Under our "Global Framework For Assessing Operational Risk In
Structured Finance Transactions," published on Oct. 9, 2014, the
maximum potential rating on the liabilities is 'AAA'.

"Our credit and cash flow analysis shows that the class B-R, C-R,
and D-R notes benefit from break-even default rate (BDR) and
scenario default rate cushions that we would typically consider to
be in line with higher ratings than those assigned. However, as the
CLO will have a reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our ratings
on the notes.

"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 each class
of notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-R to E-R
notes to five 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. The results
shown in the chart below are based on the actual weighted-average
spread, coupon, and recoveries.

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

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to activities that are
identified as not compliant with international treaties on
controversial weapons or to activities which evidence severe
weaknesses in business conduct and governance in relation to the
United Nations Global Compact Principles. Moreover, assets that
relate to tobacco, pornography and/or prostitution, gambling, and
thermal coal are excluded. Since the exclusion of assets related to
these activities does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings List

  Class    Rating     Amount      Interest rate*    Credit  
                    (mil. EUR)                      enhancement
  A-R      AAA (sf)    269.50   3M EURIBOR + 0.88%   38.75%
  B-R      AA (sf)      48.40   3M EURIBOR + 1.60%   27.75%
  C-R      A (sf)       26.125  3M EURIBOR + 2.20%   21.81%
  D-R      BBB (sf)     28.60   3M EURIBOR + 3.20%   15.31%
  E-R      BB- (sf)     24.75   3M EURIBOR + 6.11%    9.69%
  F-R      B- (sf)      12.10   3M EURIBOR + 8.81%    6.94%
  Sub notes   NR        46.50           N/A             N/A

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

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


VENDOME FUNDING 2020-1: S&P Assigns Prelim. B- Rating on F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Vendome Funding 2020-1 DAC's class A-1-R, A-2-R, B-R, C-R, D-R,
E-R, and F-R reset notes. At closing, the issuer will have unrated
subordinated notes outstanding from the existing transaction.

The transaction is a reset of the existing Vendome Funding 2020-1,
which closed in July 2020. The issuance proceeds of the refinancing
notes will be used to redeem the refinanced notes (class A, B-1,
B-2, C, D, and E notes of the original Vendome Funding 2020-1 CLO
transaction), and pay fees and expenses incurred in connection with
the reset.

The reinvestment period, originally scheduled to last until July
2021, will be extended to January 2026. The covenanted maximum
weighted-average life will be 8.5 years from closing.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.

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

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

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

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

  Portfolio Benchmarks
                                                        CURRENT
  S&P Global Ratings weighted-average rating factor    2,738.69
  Default rate dispersion                                595.41
  Weighted-average life (years)                            5.27
  Obligor diversity measure                              121.10
  Industry diversity measure                              18.77
  Regional diversity measure                               1.32

  Transaction Key Metrics
                                                        CURRENT
  Total par amount (mil. EUR)                            400.00
  Defaulted assets (mil. EUR)                              0.00
  Number of performing obligors                             147
  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                         'B'
  'CCC' category rated assets (%)                          0.00
  'AAA' weighted-average recovery (%)                     36.24
  Covenanted weighted-average spread (%)                   3.55
  Covenanted weighted-average coupon (%)                   4.50

Workout obligations

Under the transaction documents, the issuer may purchase workout
obligations. This provides the issuer with the ability to invest in
debt and non-debt assets of an existing collateral obligation
offered in connection with a workout, restructuring, or bankruptcy
of the obligation.

The purpose of workout obligations is to maximize recovery value
prospects of the related collateral obligation. 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.
S&P said, "This may cause greater volatility in our ratings if
these loans' positive effect does not materialize. In our view, the
restrictions on the use of proceeds and the presence of a bucket
for these workout obligations helps to mitigate the risk."

To the extent that principal proceeds are used to purchase workout
obligations, the issuer must satisfy several conditions,
including--but not limited to--ensuring that all par value tests
are satisfied, and that the workout obligation satisfies the
restructured obligations criteria and ranks senior to or pari-passu
with the related collateral obligation.

Where interest proceeds are used, the issuer must ensure that the
purchase of the workout obligation would not cause a deferral of
payments due on any class of rated notes on the next payment date.

Workout obligations purchased using principal proceeds will receive
a defaulted treatment in the CLO's principal balance.

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average rating of 'B'. We consider that the portfolio will
be well-diversified on the effective date, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we 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 par amount,
the covenanted weighted-average spread of 3.55%, the covenanted
weighted-average coupon of 4.50%, and the weighted-average recovery
rates as per the collateral portfolio for all ratings. 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.

"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.

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

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R, C-R, D-R, and E-R notes could
withstand stresses commensurate with higher ratings than those we
have assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on the notes. In
our view the portfolio is granular in nature, and well-diversified
across obligors, industries, and asset characteristics when
compared to other CLO transactions we have rated recently. As such,
we have not applied any additional scenario and sensitivity
analysis when assigning ratings on any classes of notes in this
transaction.

"For the class F-R notes, our credit and cash flow analysis
indicates a negative cushion at the assigned preliminary rating.
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 key factors, including:

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

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

-- S&P's model generated BDR at the 'B-' rating level of 26.38%
(for a portfolio with a weighted-average life of 5.47 years),
versus a generated BDR at 16.34% if it was to consider a long-term
sustainable default rate of 3.1% for 5.27 years, which would result
in a target default rate of 16.34%.

-- The actual portfolio is generating higher spreads and
recoveries at the 'AAA' rating compared with the covenanted
thresholds that we have modelled in S&P's cash flow analysis.

-- 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.

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

S&P said, "Until the end of the reinvestment period on January
2026, the collateral manager may substitute assets in the portfolio
for so long as our CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio 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.

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

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-1-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. The results are
shown in the chart below.

"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."

Vendome Funding is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by sub-investment grade borrowers. CBAM CLO
Management Europe LLC will manage the transaction.

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:
electricity generation from coal; production, use, storage, trade,
maintenance, transport, or financing of controversial weapons;
revenues from palm oil production; and the production of tobacco or
tobacco products. Accordingly, since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings List

  CLASS    PRELIM     PRELIM     SUB(%)    INTEREST RATE*
           RATING     AMOUNT
                     (MIL. EUR)
  A-1-R    AAA (sf)    186.90   40.03   Three/six-month EURIBOR
                                          plus 0.95%
  A-2-R    AAA (sf)     53.00   40.03   Three/six-month EURIBOR
                                          plus 1.30%§
  B-R      AA (sf)      49.10   27.75   Three/six-month EURIBOR
                                          plus 1.70%
  C-R      A (sf)       25.80   21.30   Three/six-month EURIBOR
                                          plus 2.00%
  D-R      BBB-(sf)     27.20   14.50   Three/six-month EURIBOR
                                          plus 3.10%
  E-R      BB- (sf)     19.20    9.70   Three/six-month EURIBOR
                                          plus 6.04%
  F-R      B- (sf)      11.20    6.90   Three/six-month EURIBOR
                                          plus 8.79%
  Sub      NR           37.20    N/A    N/A

*The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
§EURIBOR cap of 2.10%.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable




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

BRIGNOLE CO 2021: Fitch Gives Final 'B(EXP)' Rating to Cl. E Debt
------------------------------------------------------------------
Fitch Ratings has assigned Brignole CO 2021 S.r.l. 's asset-backed
securities expected ratings.

The assignment of the final ratings is contingent upon receipt of
final documents and legal opinions conforming to the information
already received.

DEBT                  RATING
----                  ------
Brignole CO 2021 S.r.l.

Class A   LT  AA-(EXP)sf   Expected Rating
Class B   LT  AA-(EXP)sf   Expected Rating
Class C   LT  A-(EXP)sf    Expected Rating
Class D   LT  BBB-(EXP)sf  Expected Rating
Class E   LT  B(EXP)sf     Expected Rating
Class F   LT  NR(EXP)sf    Expected Rating
Class R   LT  NR(EXP)sf    Expected Rating
Class X   LT  B+(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Brignole CO 2021 S.r.l. is an 18-month revolving period
securitisation of Italian personal loans originated by Creditis
Servizi Finanziari S.p.A. (Creditis, not rated), whose majority
stake is owned by Chenavari Credit Partners LLP.

KEY RATING DRIVERS

Better Performance than Peers: The pool comprises personal loans
originated by Creditis, mainly in the wealthiest Italian regions
and through a banking branch network. Fitch has observed historical
performance that is better than peers, which is also a result of a
lower weighted average (WA) original balance and a shorter WA tenor
than other Italian consumer lenders. Fitch expects a lifetime
portfolio default rate of 3.0% and a recovery rate of 30%.

Risk from Revolving Period Mitigated: The transaction has an
18-month revolving period with revolving limits and early
amortisation triggers (EAT), which Fitch considers tight compared
to other transactions. The length of the revolving period, the
transaction's default definition of seven unpaid instalments and
the levels of the EAT are reflected in Fitch's 'AA-sf' 4.25x
default multiple.

Payment Interruption Risk Mitigated: At closing, an amortising
reserve fund will be fully funded, covering senior fees and
interest shortfalls on class A to E notes. Its replenishment in the
interest priority of payments is subordinated to the class A
principal deficiency ledger, which is never debited in Fitch's
stress scenarios. Fitch considers the liquidity coverage provided
by the reserve adequately mitigates payment interruption risk.

Excess Spread Notes Sensitive to Performance: The class X notes are
not collateralised and the related interest and principal will be
paid from available excess spread. The class X notes will start
amortising from issue date and during the revolving period. Excess
spread is sensitive to underlying loan performance and due to high
volatility cannot achieve a rating higher than 'B+sf'.

'AA-sf' Sovereign Cap: Italian structured finance transactions are
capped at six notches above Italy's rating (BBB-/Stable/F3), which
is the case for the class A and B notes. The Stable Outlook on the
rated notes reflects that on the sovereign Long-Term Issuer Default
Rating (IDR).

RATING SENSITIVITIES

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

-- The class A and B notes' ratings are sensitive to changes in
    Italy's Long-Term IDR. An upgrade of Italy's IDR and the
    related rating cap for Italian structured finance
    transactions, currently 'AA-sf', could trigger an upgrade of
    the class A and B notes' ratings if available credit
    enhancement is sufficient to compensate higher rating
    stresses.

-- Stable to improved asset performance driven by stable
    delinquencies and defaults after the revolving period could
    lead to increasing credit enhancement. However, an upgrade of
    the class A and B notes would not be possible unless the
    sovereign cap is raised above 'AA-sf'.

-- For the class C, D, E and X notes, an unexpected decrease in
    the frequency of defaults or increase in recovery rates that
    would produce loss levels lower than the base case could
    result in potential rating action. For example, a simultaneous
    decrease in the default base case by 25% and increase in the
    recovery base case by 25% would lead to a two-notch upgrade of
    the class C and D notes, a four-notch upgrade of the class E
    notes and a three-notch upgrade of the class X notes,
    considering the absolute 'BB+sf' cap applied to
    uncollateralised excess spread notes.

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

-- The class A and B notes' ratings are sensitive to changes in
    Italy's Long-Term IDR. A downgrade of Italy's IDR and the
    related rating cap for Italian structured finance
    transactions, currently 'AA-sf', could trigger a downgrade of
    the class A and B notes' ratings.

-- Unexpected increases in the frequency of defaults or decreases
    in recovery rates that could produce loss levels higher than
    the base case and could result in potential rating action on
    the notes. For example, a simultaneous increase of the default
    base case by 25% and decrease of the recovery base case by 25%
    would have no impact on the class A notes' rating, lead to a
    two-notch downgrade of the class B to E notes and a one-notch
    downgrade of the class X 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

Brignole CO 2021 S.r.l.

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

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 the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

Overall, Fitch's assessment of the information relied upon for the
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

ESG CONSIDERATIONS

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


FEDRIGONI SPA: Moody's Alters Outlook on B2 CFR to Stable
---------------------------------------------------------
Moody's Investors Service has affirmed the corporate family rating
of Fedrigoni S.p.A. at B2, the company's probability of default
rating at B2-PD as well as the B2 rating on the company's EUR580
million guaranteed senior secured floating rate notes and the B2
rating on the EUR225 million guaranteed senior secured floating
rate notes. The rating outlook was changed to stable from
negative.

RATINGS RATIONALE

Moody's decision has been driven by an improvement in Fedrigoni's
operating performance since Q3 2020 as a result of the improving
economic environment which lead to a respective improvement in
Fedrigoni's credit metrics with Moody's adjusted Debt/EBITDA at
7.5x and EBITDA margin of 10.7% for the twelve months that ended
March 2021.

Fedrigoni's performance has been relatively resilient in 2020.
Following the acquisition of Ritrama early 2020 and hit by the
coronavirus outbreak, the company has been weakly positioned
throughout 2020. Profitability has been only modestly weaker
compared to 2019 with Moody's adjusted EBITDA Margin declining to
9.6% (2019: 11.2%). Fedrigoni still showed a positive FCF of EUR26
million, largely as a result of working capital management.

The resilience and growth of its pressure sensitive labels business
along with the recovery of consumer demand for coated fine and
specialty paper grades is expected to further improve Fedrigoni's
credit profile with Moody's adjusted Debt/EBITDA declining towards
6x and Moody's adjusted EBITDA margin improving towards 12% in
2021. The rating agency also views positively the acquisition of
Acucote Inc., a company which develops, manufactures and
distributes self-adhesive materials, that will further enhance
pressure sensitive labels business product offering and was fully
financed by excess cash.

RATIONALE FOR OUTLOOK

The rating is still weakly positioned. The stable outlook reflects
Moody's expectation that the positive trend seen in Q1 2021 will
continue during 2021 leading to a further strengthening of
Fedrigoni's credit quality. Moody's expects that the ongoing
improvement in global economic sentiment and the acceleration of
vaccination campaign in various jurisdictions where Fedrigoni
operates will, despite increasing raw material prices, lead to
higher demand for its products and higher profitability supporting
a deleveraging below 6x Moody's adjusted Debt/EBITDA in the next
12-18 months.

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

Moody's could downgrade Fedrigoni's rating if its (1) Moody's
adjusted debt/EBITDA remains above 6.0x on a sustained basis, (2)
Moody's adjusted EBITDA margin deteriorates sustainably below 10%;
(3) free cash flow generation turns negative; or if (4) liquidity
deteriorates.

Moody's could upgrade Fedrigoni's CFR if (1) it demonstrates the
existence of financial policies aimed to reduce its debt/EBITDA
ratio (as adjusted) sustainably below 5.0x, (2) its Moody's
adjusted EBITDA margin remains sustainably in low teens in % terms;
(3) it builds a further track record of material positive free cash
flow generation; or if (4) it strengthens its liquidity by building
sufficient cash balances.

RATIONALE FOR INSTRUMENT RATING

The B2 rating on the guaranteed EUR580 million senior secured notes
due 2024 and the EUR225 guaranteed senior secured notes due 2026 is
in line with the CFR. This is predominantly because senior secured
debt constitutes most of the company's outstanding liabilities,
with only a EUR125 million super senior revolving facility which
has a priority over security enforcement proceeds.

In Moody's Loss Given Default assessment, the bonds rank below the
facility and sizeable trade payables (around EUR315 million as of
March 2021). Although both the bonds and the facility are secured,
the strength of the security is relatively weak because it
essentially consists only of share pledges, material bank accounts
and certain intragroup receivables. However, upstream guarantees
are provided from all material entities.

LIQUIDITY

Fedrigoni's liquidity profile is considered to be good, with EUR276
million of cash as of March 2021 further underpinned by the
sizeable EUR125 million revolving credit facility maturing in 2024,
which was completely undrawn as of March 2021 and Moody's
expectation of positive FCF generation in the next four to six
quarters. The credit facility contains a springing covenant tested
only when the revolver is more than 35% drawn. These sources are
considered sufficient to cover any seasonality in cash flow and
current maturities of EUR38 million. There are no material debt
maturities until 2024, when the EUR580 million bond matures.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products Industry published in October 2018.

COMPANY PROFILE

Headquartered in Verona, Italy, Fedrigoni S.p.A. is a producer of
specialty and premium commodity papers, and self-adhesive labels,
as well as security paper and features for bank notes and
documents. With around 4,000 employees and 22 manufacturing
facilities in Italy, Spain, Brazil, the UK and the US, the group
sells its products in 132 countries around the world. Fedrigoni was
founded in 1888 and currently operates through its two business
segments: paper and security, and pressure-sensitive labels. The
group was acquired by the private equity firm Bain Capital, in
April 2018. In 2020, Fedrigoni reported revenue of EUR1.3 billion.


ILLIMITY BANK: Fitch Gives B- Rating to EUR200MM Subordinated Debt
-------------------------------------------------------------------
Fitch Ratings has assigned illimity Bank S.p.A.'s (illimity)
inaugural EUR200 million subordinated debt issue (ISIN:
XS2361258317) due October 2031 a long-term rating of 'B-'. The
notes are issued under illimity's EUR3 billion euro medium-term
note programme and qualify as Tier 2 regulatory capital.

All other issuer and debt ratings are unaffected, pending further
clarity on illimity's funding plan and risk-weighted asset growth.

KEY RATING DRIVERS

The notes are rated two notches below illimity's 'b+' Viability
Rating (VR) for loss severity to reflect poor recovery prospects.
No notching is applied for incremental non-performance risk because
write-down of the notes will only occur once the point of
non-viability is reached and there is no coupon flexibility before
non-viability.

ESG CONSIDERATIONS

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

RATING SENSITIVITIES

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

-- The notes would be upgraded if Illimity's VR is upgraded.

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

-- The notes would be downgraded if Illimity's VR is downgraded.
    The notes' rating could also be downgraded due to an increase
    in notching from the bank's VR, which could arise if Fitch
    changes its assessment of their non-performance relative to
    the risk captured 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.


NEXI SPA: S&P Retains 'BB-' ICR on Watch Pos. Amid SIA Merger
-------------------------------------------------------------
S&P Global Ratings retains its 'BB-' ratings on Nexi SpA on
CreditWatch with positive implications pending finalization of the
SIA SpA merger.

Nexi SpA completed its merger with Nets.  On June 21, 2021, Nexi
and SIA also received shareholders' approval to merge the two
companies.  The SIA merger is still pending regulatory approval and
is expected to close by third-quarter 2021, in line with previous
announcements.

As S&P's previously said on Nov. 23, 2020, S&P believes Nexi's
creditworthiness will benefit from both mergers.

Rating Action Rationale

S&P said, "Nexi's merger with Nets is one of two transactions
announced in 2020. Our CreditWatch positive reflects the rating
upside associated with the two mergers announced in 2020. The
merger with Nets, announced in November 2020, is now closed, and
the merger with SIA, announced in October 2020, is expected to
close by third-quarter 2021. Although the transactions followed
parallel and independent routes, we believe each could improve
Nexi's creditworthiness. Therefore, our ratings on Nexi remain on
CreditWatch positive, pending the close of the SIA merger. This is
because, in our view, the final entity's business and financial
profiles could meaningfully diverge from the current one in light
of the size of the transaction and the institutional parties
involved. Notably, Italian government-related entity Cassa Depositi
e Prestiti (CDP) ultimately owns 100% of SIA and would become
Nexi's anchor shareholder after closing."

Nexi's increased diversification and scale after merging with Nets
will support its business stability. The group, born on July 1,
2021, will be the leading payment service provider in the fast
expanding Italy and Nordics markets, with good positioning in
Germany, Austria, Switzerland, and Central and Southeastern Europe.
Based on 2020 pro-forma figures, 50% of total revenue for the
combined group was generated outside Italy, compared with 100% for
Nexi stand-alone. S&P said, "We also note Nets' stronger presence
in online transactions, with about 20% of total revenue stemming
from e-commerce. In addition to improving diversification, Nexi's
increased scale (with revenue doubling to about EUR2 billion) would
help it to defend its strategic position and further expand its
business amid increasing penetration of electronic payments in
Europe. Given Nets' extremely high importance for Nexi's long-term
strategy, we consider Nets core to the Nexi group."

Improved debt service on Nets' obligations would mitigate the
impact on the financial profile. In line with the announcements,
Nexi refinanced most of Nets' outstanding debt with the proceeds of
the issuances completed in first-half 2021. S&P said, "We note the
lower refinancing interest rates despite the extended maturity (the
new debt will mature in 2026 and 2029), as well as the group's
capacity to generate recurrent cash flows. Therefore, although
group S&P Global Ratings-adjusted gross debt to EBITDA could
slightly exceed 5.0x in 2021, we expect S&P Global Ratings-adjusted
funds from operations to gross debt of 13%-15% in 2021-2022 and S&P
Global Ratings-adjusted EBITDA to interest expense to remain above
10x by 2022. These figures do not include the potential effect of
SIA on Nexi's debt and EBITDA. We anticipate our metrics will very
likely improve once the merger with SIA completes thanks to its
better leverage, and will further strengthen after netting gross
debt with available cash following the entrance of CDP as an anchor
shareholder. In contrast, we currently calculate leverage on a
gross basis, as we typically do for private-equity-controlled
companies."

Merging with SIA would consolidate Nexi's positioning in Italy.
Nexi is already the leading card issuer and merchant acquirer in
Italy, but incorporating SIA would broaden its product offering
across the whole payments value chain. SIA is the biggest processor
operating in the Italian market and provides payment solutions for
corporates and public administrations. It also enjoys a leading
position in the national debit scheme (PagoBancomat) and offers
clearing and settlement services for central institutions.

CreditWatch

S&P said, "We intend to resolve the CreditWatch once we have
confirmation that the parties have finalized the merger between
Nexi and SIA. This is pending necessary approvals, including
regulatory and antitrust. We could raise the long-term issuer
credit rating on Nexi by one notch if we conclude that the two
transactions have significantly improved the company's business
profile or if we believe the main shareholders will pursue a more
conservative financial strategy over the medium term. Although this
is less likely, a two-notch upgrade could be possible if we
conclude that Nexi's projected financial leverage has improved
beyond our base case.

"We could affirm the ratings if the transaction with SIA is
unlikely to proceed and we conclude that, after merging with Nets,
the group's combined business and financial profile has not
improved above the current rating level."




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

SB ALFA-BANK: S&P Alters Outlook to Positive & Affirms 'BB-/B' ICRs
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Kazakhstan-based SB
Alfa-Bank JSC (ABK) to positive from stable. At the same time, S&P
Global Ratings affirmed its 'BB-/B' long- and short-term issuer
credit ratings and 'kzA' national scale ratings on the bank.

ABK's asset quality has remained manageable despite
pandemic-related challenges. In 2020 and first-quarter 2021, the
bank's problem assets (including stage 3 loans, purchase or
originated credit impaired [POCI], and repossessed collateral)
accounted for 4.0%-4.5% of the total loan book, which is comparable
with the level as of year-end 2019 and better than the system
average of about 22%. To a large extent, this reflects ABK's
actions at the start of pandemic aimed at tightening lending
policies and decreasing exposure to sensitive sectors. The
proportion of problem assets also benefited somewhat from the sale
of one of the bank's big problem loans in 2020. S&P said, "The
coverage of Stage 3 and POCI loans by respective provisions
remained near 62% as of April 1, 2021, which we consider
satisfactory given the amount of collateral covering the assets.
ABK's cost of risk for 2020 and annualized cost of risk for
first-quarter 2021 stood at 3.1% and 1.6%, respectively, better
than we expected. However, we believe that although the bank has
navigated through what appears to be the most difficult phase of
the COVID-19 pandemic and associated economic slowdown relatively
successfully, the cost of risk will likely to stay elevated at 3.0%
this year, which is generally comparable to the level we expect for
the system. This is because we expect to see some rise in
nonperforming loans (NPLs) due to ABK's further expansion to the
consumer retail segment associated with the higher credit losses.
As a result, we forecast NPLs to increase to 5%-6% in 2021 but
consider them manageable and still noticeably below our systemwide
expectation of about 20%."

The bank is demonstrating high operating performance and
sustainable capital buffers. ABK has shown consistent earnings,
with return on equity improving in recent years (to 19% in 2019
from 13% in 2016) and exceeding 27% in 2020 and first-quarter 2021
despite difficult market conditions. In 2020, ABK reported net
income of Kazakhstani tenge 25.3 billion (about $59 million). This
is 1.9x the amount it reported in 2019 and is thanks, in part, to a
material foreign-exchange gain due to tenge depreciation and
exchange-rate fluctuations--including revaluation and conversion
operations--and the sale of one of ABK's big problem loans. S&P
said, "Although we don't forecast one-off gains, we believe that
top-line result will demonstrate positive dynamics on business
growth, and the return on equity is likely to remain at above 15%
in the next 12-18 months, even if the bank creates higher
provisions on NPLs. ABK's regulatory Tier 1 capital ratio (k1)
stood at 20.7% as of June 1, 2021 sufficiently above the minimum
level of 7.5%. Given the bank's projected balance-sheet expansion
in 2021-2022, we think that its capitalization will decline,
although still comfortably above minimum regulatory capital
requirements. Our forecast risk-adjusted capital ratio (as measured
by S&P Global Ratings' risk-adjusted capital framework) will also
decrease to 6.0%-7.0% in the next 12-18 months from 7.6% as of
year-end 2020, remaining neutral to the rating."

The positive outlook reflects a possible improvement in ABK's
creditworthiness over the next 12 months on a good track record of
better-than-system-average asset quality metrics and its
expectation that it will sustain this level despite anticipated
growth in what S&P considers riskier unsecured consumer lending.

S&P said, "We could upgrade ABK during the next 12 months if it
continues to manage its fast loan book growth consciously, while
maintaining stable asset quality.

"We could also raise the ratings if the bank's capital position, as
measured with S&P Global Ratings' risk-adjusted capital ratio,
remains sustainably above 7.0%. This would be supported, for
example, by the bank's high earnings or lower-than-expected loan
book growth coupled with just-moderate dividends. We will take a
holistic view on combined assessment of the bank's capital and
earnings, and risk position.

"We would revise the outlook to stable over the next 12 months if,
contrary to our expectations, we observe that ABK's relatively
aggressive loan book growth and, in particular, fast expansion in
unsecured consumer lending has caused a significant deterioration
of its assets quality and a surge in credit losses."




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

ARMORICA LUX: S&P Assigns 'B' Prelim. LT ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned ita preliminary 'B' long-term issuer
credit rating to Luxembourg-based landscaping services group
Armorica Lux S.a r.l. (idverde) and its preliminary 'B' issue
rating to the proposed senior secured loan. The recovery rating on
the senior secured facilities is '3', indicating its expectation of
meaningful recovery (rounded estimate: 55%) in the event of a
payment default.

idverde is a leading landscaping services provider in Europe with a
recurring revenue base and good customer diversification. In S&P's
view, idverde's business is supported by its leadership position in
the European business-to-business (B2B) landscaping market, with a
focus on private and public sector clients. The company is more
than three times the size of its closest competitor and is the No.
1 player for B2B landscaping services in France, the U.K., and
Denmark, and the No. 2 in the Netherlands. Across the five
countries that it serves--the group entered Germany in 2021 through
an acquisition--the group benefits from stable demand for its
services and recurring revenue that on the one hand is derived from
its contracts, which are typically signed for a long-term duration
of 3-10 years or often automatically renewed, and on the other hand
from its solid customer retention rates. S&P said, "The latter
range from 90% in the creation segment to 95% in the maintenance
segment, both of which we consider as high for a business services
company. This supports our view that the group has a very
predictable revenue and earnings base. Additionally, we also note
the diversified customer base, with the company serving more than
14,000 private and public sector clients, with no reliance on a
single customer."

The relatively small size and product scope, highly fragmented and
competitive nature of the landscaping market, and concentration on
France and the U.K. all constrain the rating. S&P said, "We
consider the business as constrained by its relatively small size,
with just EUR671 million in revenue in 2020, particularly compared
with peers within the facility management industry. There is also a
lack of service differentiation, with all activities focused on the
provision of landscaping services, pertaining either to the
creation or maintenance of green spaces. We view the outsourced
landscaping market as highly fragmented and competitive, which
means that idverde competes with thousands of regional and local
landscaping service providers, with limited pricing power. For
instance, in France alone there are more than 30,000 landscaping
companies, although many of them target individual clients, unlike
idverde. Moreover, we also consider the company to have limited
geographical diversification, with more than 80% of revenue
emanating from just two countries, France and the U.K., which makes
the group vulnerable to macroeconomic developments in these
specific markets."

Profitability is below average compared with other outsourced
specialty landscaping facilities services providers, but is
expected to improve. S&P compares the company with peers such as
BrightView Landscapes LLC and Outdoor Home Service Holdings LLC.
With S&P Global Ratings adjusted margins well below 10%, idverde's
profitability reflects the large share of labor in costs,
relatively low value-added activities with limited pricing upside,
and the highly competitive environment. But EBITDA margins have
also been constrained by high exceptional costs, in particular
those associated with integrating bolt-on acquisitions. Since S&P
expects that idverde will continue to make small acquisitions every
year, it also forecasts that the group will incur integration costs
on a recurring basis every year, which will continue to burden the
group's profitability. This will be partially offset by expected
cost savings and operating efficiency improvements, such as
procurement savings and an improved sales mix toward
higher-value-added services.

idverde's operating performance remained resilient during the
pandemic in 2020, which supports S&P's view of the resilience of
the business. Despite a loss of revenue estimated at about EUR51
million (around 8% of revenue) due to reduced activity during the
first lockdown in March to May 2020, the company's revenue expanded
by 8.5% to EUR671 million in 2020, supported both by organic growth
and solid contribution from acquisitions. Due to the nature of the
services it provides, idverde benefited from a catch-up effect
during the second half of the year as green spaces have to be
maintained, irrespective of prevailing economic conditions. Thanks
to the group's largely flexible cost base, with a high share of
labor costs directly linked to the level of activity, idverde's
EBITDA margins also remained resilient with a limited decline in
S&P Global Ratings-adjusted EBITDA margins to 6.9% from 7.7% in
2019.

S&P said, "We consider idverde's capital structure as highly
leveraged.Our assessment of the group's financial risk profile
reflects the private equity ownership and our expectation that S&P
Global Ratings-adjusted debt to EBITDA will amount to about 7.4x at
year-end 2021, following the refinancing transaction. We expect
adjusted leverage will decline to about 6.2x-6.5x in 2022, driven
by solid revenue and EBITDA growth both on an organic and inorganic
basis and run off of transaction costs. The group's adjusted debt
of about EUR490 million at the end of 2021 will comprise the
proposed EUR335 million senior secured term loan B, about EUR52
million of factoring debt, expected lease liabilities of about
EUR95 million, EUR6 million in local debt, and our adjustment of
EUR7 million associated with the group's pension obligations. Due
to the financial sponsor ownership, we only incorporate gross debt
in our leverage calculation. We note that Core Equity Holdings
(CEH) provided equity in the form of convertible bonds at the time
it acquired idverde in 2018. We have excluded this financing from
our financial analysis because we believe the common-equity
financing and the non-common equity financing are sufficiently
aligned.

"The group is likely to maintain a strong interest coverage ratio
and to generate positive FOCF, which supports our view that the
capital structure is sustainable despite initial high leverage.We
view positively the group's improving profitability, relatively low
capital expenditure (capex) at about 2.5% of revenue, and moderate
working capital requirements, which will support FOCF generation
from 2022. In 2021, the company was affected by transaction costs
and exceptional working capital outflows due to repayments of VAT
and social security payment deferrals granted in the Netherlands
and the U.K. as part of governments' COVID-19-related support
plans. We forecast S&P Global Ratings-adjusted FOCF will improve to
EUR25 million-EUR40 million in 2022 and 2023, from marginally
negative in 2021.

"The final rating will depend on our receipt and satisfactory
review of all final transaction documentation. Accordingly, the
preliminary ratings should not be construed as evidence of the
final rating. If we do not receive final documentation within a
reasonable time frame, or final documentation departs from
materials reviewed we reserve the right to withdraw or revise our
ratings. Potential changes include, but are not limited to, use of
loan proceeds, maturity, size and conditions of loans, financial
and other covenants, security and ranking.

"The stable outlook reflects our view that idverde will continue to
increase its revenue and EBITDA base via the integration of tuck-in
acquisitions and organic growth, and will be able to generate
positive FOCF after 2021, as a result of EBITDA margin expansion
through operating efficiencies."

S&P could lower its ratings if idverde experienced a material
deterioration in profitability due to unexpected operational issues
or high exceptional costs associated with integrating bolt-on
acquisitions, resulting in:

-- Sustained negative FOCF,

-- Funds from operations (FFO) cash interest coverage declining
below 2.0x on a sustained basis, or

-- Liquidity issues or tight covenant headroom.

Alternatively, financial policy decisions, including large
debt-funded acquisitions or dividends, which resulted in S&P Global
Ratings-adjusted debt to EBITDA remaining above 7.0x on a sustained
basis, could result in a downgrade.

S&P said, "We consider an upgrade unlikely in the coming 12 months.
However, we could raise the ratings if the revenue and EBITDA base
increased faster than we project and if shareholders committed to
demonstrating and sustaining a prudent financial policy, with S&P
Global Ratings-adjusted debt to EBITDA of less than 5x."


INEOS GROUP: Moody's Alters Outlook on Ba3 CFR to Positive
----------------------------------------------------------
Moody's Investors Service affirmed Ineos Group Holdings S.A.
(INEOS) corporate family rating at Ba3 and probability of default
rating at Ba3-PD. Concurrently, Moody's affirmed the Ba2 ratings of
Ineos US Finance LLC's guaranteed senior secured term loan
facilities due March 2024 and Ineos Finance plc's guaranteed senior
secured term loan facilities due March 2024 and October 2027, as
well as Ineos Finance plc's Ba2 guaranteed senior secured notes due
November 2025, March 2026 and May 2026. Further, Moody's affirmed
the B2 ratings on INEOS' guaranteed senior unsecured notes due
2024. The rating outlook on all three entities was changed to
positive from negative.

RATINGS RATIONALE

The action reflects Moody's recognition that INEOS's large and
diversified business with many leading market positions has been
recovering faster than previously anticipated by the agency and
will continue its positive performance trajectory for the remainder
of 2021 and likely in 2022 as well. The company posted a dramatic
improvement in performance since the trough in Q2'20 when EBITDA
reached only EUR260 million; in both Q4'20 and Q1'21 EBITDA
exceeded year-over-year comparisons with Q1'21 EBITDA of EUR706
million almost double Q1'20 EBITDA of EUR365 million. This growth
was underpinned by the broader economic recovery from the pandemic,
particularly in the construction and autos segments, and despite
adverse weather conditions in the US in Q1'21. Moody's further
expects the commodity chemical markets for INEOS' key products such
as ethylene, propylene, polyethylene and polypropylene, among
others, to sustain positive momentum as post-pandemic recovery
continues.

In line with improving performance, INEOS' credit profile has
strengthened with leverage reducing to 4.4x in Q1'21 from 5.9x in
Q2'20 and RCF/debt increasing to 18% in Q1'21 from 11.7% in Q2'20.
Moody's projects INEOS' leverage to reduce further to 3.7x in 2021
while the agency expects its RCF/debt to reach 22% in 2021.

Counterbalancing these positives, INEOS' rating is constrained by
the endemic cyclicality of the commodity chemicals business,
broad-based increases in raw material, transportation and energy
costs in recent months and a history of large shareholder
distributions, although the company discloses an overall financial
policy of net leverage below 3.0x through the cycle.

INEOS' ratings continue to be underpinned by its robust business
profile, reflecting its (1) leading market position as one of the
world's largest chemical groups across a number of key commodity
chemicals; (2) vertically integrated business model, which ensures
that the company can capture margins across the whole value chain
and benefit from economies of scale; and (3) well-invested
production facilities, with most of them ranking in the first or
second quartile on the regional industry cost curve. The rating
also reflects the cyclicality of commodity chemical markets and the
group's exposure to volatile raw material prices.

LIQUIDITY

INEOS's liquidity position is good. At March 31, 2021, the group
held cash balances of approximately EUR1,459 million. In addition,
it had over EUR600 million available under its EUR800 million
receivables securitisation facility, which matures in December
2022. The company does not have other bank facilities such as an
RCF in place; however, the business is expected to be cash
generative in the next 12-24 months.

STRUCTURAL CONSIDERATIONS

INEOS's outstanding rated debt instruments fall into two main
categories: (1) senior secured debt rated Ba2, one notch above the
Ba3 CFR, and consisting of term loans due 2024 and 2027 and senior
secured notes due in 2025 and 2026; and (2) senior unsecured notes
due in 2024 which are rated B2, two notches below the Ba3 CFR,
reflecting their subordinated ranking in the capital structure.

RATING OUTLOOK

The positive rating outlook reflects Moody's expectation that
INEOS' credit profile will improve in tandem with its strengthening
performance while its liquidity remains satisfactory and the
company pursues a more consistently conservative financial policy.

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

Further positive pressure on the rating may arise if (i) retained
cash flow to debt is consistently above 20%; (ii) Moody's-adjusted
total debt to EBITDA is sustained below 4x; and (iii) INEOS
maintains good liquidity. Furthermore, a consistently prudent
approach to balancing shareholder and debtholder interests would be
important for an upgrade.

Conversely, the ratings could come under downward pressure if (i)
Moody's-adjusted total debt to EBITDA is over 5x and retained cash
flow to debt is below 15% for a prolonged period of time; (ii) the
group's liquidity profile weakens; or (iv) INEOS chooses to make
any further material dividend distributions such that its leverage
levels become elevated.

PRINCIPAL METHODOLOGY

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

INEOS Group Holdings S.A. was established in 1998 via a management
buy-out of the former BP petrochemicals asset in Antwerp, which was
led by Mr. Ratcliffe, chairman of INEOS Group Holdings S.A. The
group has subsequently grown through a series of acquisitions and
at the end of 2005 acquired Innovene Inc., a 100% subsidiary of BP,
in a $9 billion buy-out, transforming INEOS into one of the world's
largest chemical companies (measured by turnover). In 2020, INEOS
reported consolidated revenues of EUR11.3 billion and EBITDA before
exceptionals of EUR1.5 billion.




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

IHS NETHERLANDS: S&P Raises Senior Unsecured Notes Rating to 'B'
----------------------------------------------------------------
S&P Global Ratings raised its ratings on IHS Netherlands Holdco
B.V.'s (IHS Netherlands) senior unsecured notes to 'B' from 'B-'
and removed them from CreditWatch, where S&P placed them on June
14, 2021, with positive implications, while affirming its 'B'
rating on IHS Holding.

S&P said, "At the same time, we are withdrawing our 'B-' issuer
credit rating on IHS Netherlands at the company's request. At the
time of the withdrawal, the outlook was stable.

"Our stable outlook on IHS Holding reflects that on Nigeria, and
our expectation that the company will maintain stable credit
metrics, with funds from operations (FFO) to debt of 20%-30% on
average over 2021-2022.

S&P said, "IHS Holding Ltd. (the group) is now the guarantor of IHS
Netherlands' $1.45 billion senior unsecured notes following
conclusion of the noteholder consent process. In our view, IHS
Holding's guarantee qualifies for credit substitution since the
contractual commitment (legal obligation of the guarantee) has a
higher standard of support. We therefore raised our rating on the
senior unsecured notes to 'B' from 'B-'."

Telecom tower provider, IHS, has a robust business model but high
country risk, and low free cash flow relative to debt. The group's
strengths are its extensive and difficult-to-replicate portfolio,
long-term contracts, solid positioning in several emerging markets
with attractive scope for growth, and improving geographic
diversification. However, this comes with high country risk
exposure. In addition, we project the group's S&P Global
Ratings-adjusted FFO to debt at 20%-30% in 2021-2023. This reflects
an improvement in EBITDA generation, offset by high cash interest
and tax burdens, with free operating cash flow to debt at only
5%-10%.

S&P said, "The stable outlook on IHS Holding reflects the outlook
on Nigeria, where the group generates more than 75% of its EBITDA,
and our expectation that the group's EBITDA will continue to
improve as co-location improves, leading to FFO to debt of 20%-30%
on average over the next two years."

S&P could lower its rating on IHS Holding or revise the outlook to
negative if:

-- S&P takes a negative rating action on Nigeria; or

-- The group's creditworthiness weakens, such that the rating can
no longer exceed the sovereign rating by at least one notch. This
could, for example, be because the group's liquidity sources cover
uses by less than 1.0x in a sovereign stress scenario, or the group
is unable to pass our transfer and convertibility (T&C) stress
test. S&P thinks this could result from lower-than-expected cash
generation coupled with higher-than-expected capital investment
needs and a reduction in cash and cash equivalents possibly due to
an acquisition.

-- S&P could consider a positive rating action if the EBITDA
contribution from Nigeria reduces sustainably below 70% and the
group diversifies profitably into higher-rated countries, while
achieving our base-case financial metrics and passing our rating
above sovereign and T&C stress tests.


STEINHOFF INTERNATIONAL: Dutch Court Tosses Hamilton's Appeal
-------------------------------------------------------------
Steinhoff International Holdings N.V. ("SIHNV") on July 1 provided
the following update on the Dutch suspension of payments
proceedings (the "Dutch SoP").

As announced previously, Hamilton lodged an appeal against the May
28, 2021, decision of the Amsterdam District Court (the "Court")
concerning both (i) the appointment of a committee of
representation and (ii) measures regarding the list of claims as
referred to in Article 259 of the Dutch Bankruptcy Act
(Faillissementswet).  That hearing on the admissibility of the
appeal was heard on June 22, 2021, before the Amsterdam Court of
Appeal (the "Court of Appeal").

In a judgment dated June 29, 2021, the Court of Appeal has rejected
Hamilton's appeal.

In addition, Hamilton has separately lodged an appeal against the
June 15, 2021, ruling of the Court to dismiss the counter-requests
made by Hamilton for interim measures related to the Dutch SoP
claim analysis and voting process.

That appeal is currently pending before the Court of Appeal.

SIHNV will continue its defense against any attempt to disrupt the
proposed global litigation settlement and SIHNV's ongoing Dutch
SoP.

As usual, further updates will be provided to the market in due
course.

SIHNV has a primary listing on the Frankfurt Stock Exchange and a
secondary listing on the JSE Limited.




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

ADEVINTA ASA: S&P Assigns 'BB-' Ratings, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to Adevinta ASA, and its 'BB-' issue ratings to the term
loan B (TLB), senior secured notes, and RCF, which all rank pari
passu.

The stable outlook reflects S&P's expectation that Adevinta will
successfully integrate the eCG business and achieve synergies,
ultimately increasing the group's scale and geographical
diversification, while reducing S&P Global Ratings-adjusted debt to
EBITDA to below 4.5x.

The final ratings are in line with the preliminary ratings S&P
assigned on Oct. 13, 2020.

The transaction concluded in line with S&P's expectations,
notwithstanding the delay due to reviews from competition
authorities. Adevinta completed the eCG acquisition on June 25,
2021, about three months later than it initially assumed. The
transaction was finalized as expected, with Adevinta paying about
EUR1.9 billion in cash and issuing about 342 million voting shares
and 198 million nonvoting shares in favor of eBay group. The delay
was due to concerns by the U.K. and Austrian authorities that the
transaction could lessen competition in their respective countries.
In turn, Adevinta was obliged to propose adequate remedies to the
regulators. In the U.K., the group will divest all its primary
classifieds operations, including Shpock, Gumtree UK, and
Motors.co.uk. This will reduce the group's pro-forma revenue by
about EUR80 million in 2020, compared with our previous base case.
Following the Austrian regulator's concerns, eBay committed to
reduce its group's shareholdings to 33% within the next 18 months,
down from 44% (including nonvoting shares) at closing, and prevent
the flow of information between Willhaben (Adevinta's joint venture
in Austria) and the rest of its operations. In S&P's view, these
developments won't materially affect the group's overall
operations, although the three-month delay in closing could mean a
delay in the achievement of expected synergies, which S&P only
partially included in its projections.

S&P said, "In 2021-2023, we expect Adevinta will focus on
deleveraging, while adhering to a moderate financial policy. We
expect that the group's new executive team will focus on
integration and organic growth, and not pursue any material
debt-funded acquisitions or shareholder remuneration in the next
two-to-three years. As such, we assume the group will substantially
reduce S&P Global Ratings-adjusted leverage in 2022-2023 to
3.5x-4.5x. We estimate that at transaction close (June 25, 2021),
Adevinta's gross reported debt is EUR2,537 million, including
EUR150 million of RCF drawings, and forecast adjusted leverage of
close to 5.0x at year-end 2021 (pro-forma the full consolidation of
eCG). Going forward, we expect leverage will decline sustainably on
the back of rapid revenue growth, substantial free operating cash
flow (FOCF), and prudent financial policy. We understand that
Adevinta's target leverage range is between 2.0x-3.0x, on the
company's reported net debt basis, and that its financial policy
allows the top of the range or above for transformative deals, such
as the eCG acquisition, with the goal to return to the range in
subsequent years. We estimate that the difference between
Adevinta's defined leverage and S&P Global Ratings-adjusted
leverage is 0.6x-1.0x (based on S&P Global Ratings-adjusted EBITDA
and debt that is calculated differently than Adevinta's defined
metrics), meaning that the top end of the company's leverage is up
to 4.0x.

"Adevinta and eCG's performance was resilient amid the pandemic in
2020 and we expect substantial revenue and earnings growth in
2021-2023.We estimate that the group's pro-forma sales in 2020 were
about EUR1,530 million, only 1% below 2019 levels and somewhat
better than our forecast, despite the difficult trading
environment. In our view, this shows the resilience of the
company's business model, benefitting from recurring revenue from
vertical platforms, which account for more than 60% of total sales.
It also shows the strong momentum of the online classifieds
markets, which recovered faster than expected in terms of visits
and leads following the sharp drop in March and April 2020, even if
there were some differences among geographies and platforms. In
2021-2023, we forecast a compound annual growth rate for the
group's revenue of 6.0%-7.0% (excluding U.K. revenue). We also
expect S&P Global Ratings-adjusted EBITDA margin will progressively
increase from 28%-30% in 2021 pro-forma to close to 35% by 2023,
thanks to the improved monetization of less mature classifieds
platforms, as well as some synergies from the integration. Strong
EBITDA generation, combined with the company's asset-light business
model--characterized by moderate capital expenditure (capex) and
marginal working capital needs--will translate to reported FOCF
(after lease payments) in excess of EUR240 million in 2021
(pro-forma the full consolidation of eCG) and above EUR320 million
in 2022. This strong cash flow will support the group's
deleveraging."

The acquisition makes Adevinta a leading player in the highly
competitive online classifieds market, with a wide portfolio of
leading platforms and an improved geographical footprint. S&P said,
"The acquisition of eCG makes Adevinta the largest pure-play online
classifieds group globally, with revenue of close to EUR1.6 billion
(pro-forma forecast for 2021), while the improved geographical
diversification supports earnings stability, in our view. The
group's combined portfolio includes horizontal and vertical
platforms with leading or top-three positions in their respective
markets, which we consider a key factor to attract higher traffic,
maintain pricing advantage, and improve monetization." The eCG
acquisition also strengthens the group's revenue mix, making it
more balanced and less concentrated. The group's largest country
exposures will be Germany (about 28% of revenue) and France (about
25%). It will derive about 60% of revenue from vertical online
classifieds platforms, such as cars, jobs, and real estate. Revenue
from these platforms is mostly recurring, because it is generated
from contracts with professional customers (such as car dealers or
real estate agents) that either buy packages to place listings or
have subscription-like contracts. On the other hand, the
integration of eCG will increase the proportion of advertising
revenue, which is intrinsically more volatile and dependent on the
economic cycle, to more than one-quarter of total revenue. S&P also
notes that, despite the significant increase in scale and brand
diversification, Adevinta remains a pure-play online classifieds
business, lacking business diversification and remaining exposed to
increasing competition from other players and fast-moving
technology.

Integration risks are partly mitigated by Adevinta's record of
previous acquisitions. The transformational acquisition of eCG is
by far Adevinta's largest to date. S&P said, "We note that Adevinta
has executed asset integrations before, such as horizontal online
classifieds platforms milanuncios in Spain, and DoneDeal in
Ireland. However, we cannot rule out implementation or execution
risks, given the size of the acquisition, the complexity of
operations, and the length of the integration process that will be
spread over three years. Risks include higher integration costs
than initially planned, and lower or delayed synergies than
anticipated by Adevinta. Therefore, we take a more conservative
view of identified synergies expected by the group." Adevinta aims
to achieve about EUR150 million of synergies over 2021-2023. Most
will be cost synergies, including cost optimization via the
integration of technology infrastructure, lower general and
administrative expenses, reduced headcount costs, and removal of
duplicate functions, among others. The rest, about EUR50 million,
will come from revenue synergies, with a focus on more efficient
advertising operations and improvement of relationships with large
advertisers; revenue growth for existing platforms by leveraging
pricing expertise; and the launch of new verticals and cross-border
transactional classifieds models.

The stable outlook reflects S&P's expectation that in 2021-2022
Adevinta will successfully integrate eCG, achieve revenue growth of
7%-11% per year, and gradually increase S&P Global Ratings-adjusted
EBITDA margin close to 35% on the back of synergies and improved
monetization. Substantial FOCF and the group's commitment to a
conservative financial policy should allow it to reduce and
maintain adjusted debt to EBITDA below 4.5x.

S&P could lower the rating over the next 12 months if Adevinta
underperforms its base case because its operating performance
weakens, likely due to:

-- Integration challenges, such as delays in achieving synergies,
higher-than-anticipated integration costs, or operational setbacks
slowing revenue growth and margin improvement;

-- Weaker macroeconomic conditions, leading to
slower-than-anticipated recovery; or

-- Increased competition that weakens Adevinta's market position,
leading to traffic and listing declines, as well as lower revenue,
earnings, and margins.

This would translate into S&P Global Ratings-adjusted leverage
remaining above 4.5x for a prolonged period and FOCF to debt
declining below 10%. S&P could also lower the rating if the
company's financial policy becomes more aggressive than it
currently expects, including sizeable debt-funded mergers and
acquisitions or shareholder remuneration that leads to elevated
leverage for a prolonged period, or if the group's liquidity
position weakens.

S&P said, "We could raise the rating if Adevinta outperforms our
base case by integrating eCG with no setbacks, delivering
synergies, and increasing its EBITDA and cash flows such that S&P
Global Ratings-adjusted debt to EBITDA declines sustainably below
3.5x. We would also want to see a demonstrated commitment and track
record of implementing a conservative financial policy that would
support this lower leverage."


NANNA MIDCO II: Moody's Puts B3 CFR Under Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed the B3 corporate family rating of
Nanna Midco II AS (Navico) on review for upgrade along with its
B3-PD probability of default rating, the B3 instrument rating of
the $260 million guaranteed senior secured term loan and the Ba3
instrument rating of the $25 million guaranteed senior secured
revolving credit facility. Both the term loan and the RCF maturing
in 2023 were issued by Navico Inc., a subsidiary of Nanna Midco II
AS. The outlook has been changed to Ratings Under Review from
Stable for both issuers.

This rating action follows the announcement by Brunswick
Corporation[1] (Baa2 stable) that it was acquiring Navico for $1.05
billion. The transaction is expected to close in the second half of
2021 subject to customary conditions. The rated debt is likely to
be repaid at closing.

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

The rating action reflects the likely enhanced credit profile under
the potential ownership of Brunswick Corporation which is currently
rated investment grade. The review will focus on the ultimate
capital structure and credit profile of the combined entity.

Navico's credit profile continues to reflect dramatically improved
performance in 2020 and LTM Q1'21 with both revenue and EBITDA
growing by 11.8% and 59.2% in 2020, and by 61.6% and 260% in Q1'21,
respectively. This earnings growth was driven by increased demand
for boating-related products and services during the pandemic where
boating offered an attractive and socially distanced leisure
activity, as well as by gains in market share. Further, Moody's
expects that strong performance will be sustained owing to (i)
continued strong demand based on an existing backlog of orders;
(ii) strong performance in Q1 and Q2 (so far); (iii) growing market
share; and (iv) "re-discovered" interest in the industry.

Counterbalancing these strengths, Navico's liquidity, although
adequate and improved from prior year, remains pressured. In
addition, sea freight costs have risen significantly over the past
year and delays are frequent for cargoes shipped by sea which
increasingly led Navico to use more expensive but reliable air
freight for its components and finished goods. Navico's production
is constrained to an extent by semiconductor shortages leading to a
build-up of inventory at its Ensenada facility in Mexico and an
increase in working capital. The company's concentrated
manufacturing capacity, as well as exposure to discretionary
spending, are credit challenges.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.

COMPANY PROFILE

Headquartered in Norway, Navico, which generated revenues of $427
million as of the LTM period to March 2021, is a developer and
manufacturer of specialist marine electronics, including navigation
and fish finding equipment, and value-added applications. The
company splits its operations in four brands: (1) Lowrance, (2)
Simrad, (3) B&G and (4) C-MAP. Navico is owned by West Street
Capital Partners VII, a fund managed by Goldman Sachs Asset
Management, and Altor Fund IV.


NAVICO GROUP: S&P Puts 'B-' ICR on Watch Pos. on Brunswick Deal
---------------------------------------------------------------
S&P Global Ratings placed its 'B-' ratings on Norwegian marine
electronics producer Navico Group AS and its debt on CreditWatch
with positive implications.

On June 24, 2021, Navico Group AS announced it will be acquired by
Brunswick Corp.(BBB-/Stable/--) in an all-cash transaction.

S&P said, "The CreditWatch reflects our view that Navico's credit
profile could strengthen given the acquisition by a higher-rated
entity, and thanks to the expected increase in scale and moderate
revenue synergy opportunities.

"We believe that Navico's credit profile will strengthen once it
has been acquired by Brunswick Corp. (BBB-/Stable/--).The planned
all-cash transaction was announced on June 24, 2021. Following its
acquisition, Navico will benefit from belonging to a group with
greater scale and extended capabilities than it has on a
stand-alone basis. We understand Navico will merge its operations
with Brunswick's and that outstanding debt at Navico will be
refinanced at the parent level. We therefore expect Navico will
enjoy the same credit quality as the new enlarged Brunswick group.

"We expect to resolve the CreditWatch upon the acquisition's
successful close, expected in third-quarter 2021. At that time, we
anticipate that all of Navico's debt will be repaid and that we
will discontinue the ratings on Navico. Alternatively, if the
transaction fail, a reassessment of Navico's stand-alone credit
profile would most likely result in a rating affirmation."




=============
R O M A N I A
=============

GETICA 95: Buzau Court Approves Creditors' Insolvency Request
-------------------------------------------------------------
Andrei Chirileasa at Romania-Insider.com reports that the court in
Buzau admitted at the beginning of this month the request for
insolvency filed for Getica 95, the biggest independent electricity
trader, a business of RON1.5 billion (EUR300 million) owned by the
businessman Viorel Tudose.

The insolvency request was filed by creditors and not the company
itself as Mr. Tudose announced in June, Romania-Insider.com notes.
According to Romania-Insider.com, Mr. Tudose said at the time that
the company faces cash flow and not profitability problems and that
all contracts with the end-users will be observed.

The opening of the insolvency procedure for the company that in
January 2021 became the largest energy supplier in the competitive
market was requested by Banca Transilvania and three other
companies: Vis Solaris, Elisolar and Flavus Investiţii,
Romania-Insider.com relays, citing Ziarul Financiar.




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

INDUSTRIJE HRANE DUNJA: Candy Rush Plans to Relocate Production
---------------------------------------------------------------
Radomir Ralev at SeeNews reports that Serbian company Candy Rush
plans to invest EUR8 million (US$9.6 million) in the construction
of a chocolate factory in the northern city of Sabac, the city
government said.

According to SeeNews, Sabac mayor Aleksandar Pajic said in a press
release Candy Rush plans to relocate chocolate production
activities of insolvent local company Industrije hrane Dunja from
Vranje to Sabac and open 120 jobs at the new production site.

Mr. Pajic said the new factory will have a footprint of 6,000
square metres adjacent to the existing production plant of Candy
Rush in Sabac, SeeNews relates.

In April, Candy Rush won an auction for assets of Industrije hrane
Dunja, including the Simka chocolate factory in Vranje, SeeNews
discloses.




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

EL CORTE INGLES: Fitch Affirms 'BB+' LT IDR, Outlook Negative
-------------------------------------------------------------
Fitch Ratings has affirmed El Corte Ingles, S.A.'s (ECI) Long-Term
Issuer Default Rating (IDR) at 'BB+' with Negative Outlook.

The rating reflects ECI's strong market position in Spain, the
financial flexibility provided by a largely unencumbered
real-estate asset base, comfortable liquidity, and Fitch's
expectation that funds from operations (FFO) adjusted net leverage
will return to around 3.5x in FY24 (ending February 2024). It also
acknowledges cost-optimisation measures and enhancement of
omni-channel capabilities to recover profitability after the
pandemic.

The Negative Outlook reflects uncertainty around the pace of
recovery of consumer demand and ECI's deleveraging path, high
leverage post-pandemic, and execution risk related to
diversification and asset disposals.

KEY RATING DRIVERS

Sales Disruption from Coronavirus Impact: The intermittent closure
of ECI's department stores and travel agency during full and
partial lockdowns led to a 31% loss of revenue in FY21 (-39% in
1H21 and -25% in 2H21), mitigated by the resilience of the food
segment and a responsive online channel. The group achieved a close
to break-even EBITDA and FFO due to cost-saving measures and
working-capital optimisation. Temporary pressure on liquidity was
mitigated by new debt raised over the past months.

Deleveraging Delayed: Fitch expects FFO-adjusted net leverage to
continue breaching Fitch's negative rating sensitivity in FY22 due
to operating weakness related to Covid-19 restrictions. Fitch
expects deleveraging to resume in FY23 as performance starts to
normalise. Management have reaffirmed their commitment to attaining
an investment-grade (IG) rating, and intend to divest some non-core
assets. However, timing and pace of deleveraging will depend on the
economic recovery and carry execution risks. Fitch still views
ECI's monetisation of its non-core real-estate portfolio as a
source of potential deleveraging.

Optimisation of Retail Model: ECI's digitalisation has been
accelerated in the pandemic and Fitch expects the group to retain
part of its improved online penetration once conditions normalise.
Fitch forecasts a double-digit revenue rebound in FY22 despite
pressure on the travel agency. Fitch expects new initiatives under
ECI's retail ecosystem and the conversion of non-performing stores
to different formats or uses to mitigate changing consumer habits,
and competition from online operators. Fitch believes ECI is in a
good position to enter planned new activities such as energy,
mobile phone services and home security by leveraging its existing
infrastructure, client base, trust, brand, and store footfall.

Low but Resilient Profitability: Fitch expects ECI to progressively
return to its pre-pandemic EBITDA margin of around 7%, and recover
free cash flow (FCF) margins in the low single digits, after capex
and dividends, from FY23. Successful cost efficiencies in personnel
and sourcing should moderate pressure from temporarily fragile
national consumption, the impaired travel industry (20% of
pre-pandemic revenue) and higher logistic cost linked to online
development. The group has adapted its cost base during the
pandemic, absorbing more than 80% of its revenue decline in 2020.

Satisfactory Liquidity: During the pandemic ECI has efficiently
managed debt maturities and rebuilt its liquidity buffer, by
contracting a new state-guaranteed loan and issuing a bond in
October 2020 while retaining good access to commercial paper.
One-off payments in FY22, mainly related to its voluntary
redundancy plan, will keep FCF at break-even, before normalising to
historical levels of around 1.6% of revenue, reflecting good
cash-conversion capabilities. Liquidity is sufficiently robust to
cover the share buyback from the former chairman (which has led to
a more stable shareholder base).

Flexibility from Real-Estate Portfolio: ECI owns a large
real-estate portfolio valued at EUR16 billion in 2021. This
valuation signals an impairment of EUR1.7 billion, reflecting the
adoption of international market valuation methodologies, the
closure of stores and ongoing digitalisation. Fitch views this
portfolio as source of financial and operational flexibility, as
assets can be sold to reach target leverage metrics that are
consistent with an IG rating in the medium term, or used as
collateral if needed. It has monetised more than EUR1 billion
non-core real estate and businesses in the past five years.

Largest Department Store in Europe: ECI derives 95% of its revenue
from Spain, where it operates the only large department store
chain. It has a privileged position due to its product and service
offering, long-established brand, loyalty and prime locations. It
also has hypermarkets integrated within department stores and a
proximity store chain. Its large scale allows it to profitably sell
financial products, including consumer loans to finance purchases,
via a 49%-owned joint venture with Banco Santander, S.A.
(A-/Negative). ECI operates one leading travel agency in Spain and
a small but highly profitable insurance business.

DERIVATION SUMMARY

ECI's IDR is at the same level as UK-based Marks and Spencer Group
plc (BB+/Stable), reflecting similar scale, diversified offer and
similar multi-channel capabilities. ECI has been more affected by
the pandemic and is significantly more exposed to discretionary
spending, although less to online competition. ECI's FFO adjusted
net leverage is expected to be higher than M&S's during the
progressive normalisation of business trends and margins, but
metrics of both companies should converge by FY24.

ECI is rated lower than Kohl's Corporation (BBB-/Stable), Falabella
S.A. (BBB/Negative) and El Puerto de Liverpool, S.A.B. de
C.V.(BBB+/Stable). The main factors for the rating differential are
lower profitability and higher leverage, although ECI had similar
FCF generation pre-pandemic.

ECI is rated above Dillard's, Inc. (BB/Negative) and Macy's Inc.
(BB/ Negative), with both North American peers showing a negative
trend in EBITDAR margin and facing fiercer online competition. ECI
also benefits from lower profit volatility due to its dominant
market position in Spain with more gradual penetration of
e-commerce and its presence in the more resilient food segment.
Although Dillard's performed better during the pandemic, the rating
differential is justified by ECI's greater scale, similar
profitability and undisputed leading position in its domestic
market.

Compared with its peers, ECI benefits from the flexibility provided
by owning most of its real-estate assets (similar to Dillard's),
with an appraisal value of EUR16 billion in 2021. This ownership
provides ECI with strong financial and operational flexibility and
underpins its solvency through the cycle.

KEY ASSUMPTIONS

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

-- FY22 revenue growing in high teens, driven by a normalization
    of fashion retail sales and a mild recovery of the travel
    agency division that are only partially offset by slightly
    lower food retail sales.

-- FY23-FY25 revenue excluding the travel agency division growing
    at low-single digits. Group revenue increasing around 10% in
    FY23 and around 5% in FY24, supported by a partial recovery of
    the travel agency division.

-- EBITDA margin above 5% in FY22, above 6% in FY23 and around 7%
    in FY24 and FY25.

-- Capex of around EUR300 million in FY22, rebounding to 3% of
    revenue in FY23-FY25.

-- Working-capital inflows in FY22 and FY23, reversing the
    outflows in FY21.

-- Annual disposals of non-core and real-estate assets averaging
    EUR200 million in FY22-FY25.

-- Dividends of EUR25 million in FY22, followed by EUR60 million
    in FY23 and progressively increasing in the following two
    years.

RATING SENSITIVITIES

Factor that could, individually or collectively, lead to a revision
of the Outlook to Stable:

-- Visibility that operational performance will return to levels
    in line with FY19-FY20's, with FFO margin above 4%, supported
    by management commitment to financial policies that support
    FFO-adjusted net leverage decreasing towards 3.5x by FY24.

Factors that could, individually or collectively, lead to upgrade:

-- FFO adjusted net leverage sustainably below 3.3x and total
    adjusted debt/operating EBITDAR below 3.5x.

-- FFO fixed-charge cover sustainably above 4.0x.

-- FFO margin sustainably above 7% and continuing positive FCF.

-- Maintenance of solid strategy execution along with a
    conservative financial structure, continuous strengthening of
    corporate governance and enhanced information disclosures.

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

-- FFO-adjusted net leverage remaining above 3.8x and total
    adjusted debt/operating EBITDAR above 4.0x by FY24.

-- FFO fixed-charge cover below 3.5x by FY23.

-- Longer and slower recovery post-coronavirus outbreak, leading
    to deterioration in organic sales growth and profit margins,
    with FFO margin sustainably below 4%.

-- Negative FCF margin not compensated with asset disposals or
    other forms of external support, leading to tightening
    liquidity.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: In FY21 ECI showed its ability to manage
debt maturities and build a comfortable liquidity buffer to
mitigate the impact of the pandemic, by issuing a EUR600 million
bond maturing in 2024 and contracting a EUR975 million
state-guaranteed loan maturing in 2025.

At end-FY21 ECI had EUR1,050 million in readily available cash and
EUR1,550 million in an undrawn revolving credit facility (RCF). In
addition, the group retained good access to national commercial
paper programmes during the pandemic. The FY22 maturity of
Hipercor's bond can be covered with existing available cash, and
ECI has no material new maturities until FY24. The financial
covenant waiver on its bank debt has been extended until FY22.

ESG CONSIDERATIONS

The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).


OBRASCON HUARTE: Fitch Lowers LongTerm IDR to 'RD'
--------------------------------------------------
Fitch Ratings has downgraded Spanish engineering and construction
(E&C) group Obrascon Huarte Lain SA's (OHL) Long-Term Issuer
Default Rating (IDR) to 'RD' (Restricted Default) from 'C'.

The downgrade reflects the completion of OHL's debt restructuring
on 28 June, which Fitch deems as a distressed debt exchange (DDE).
The company has successfully completed capital increase and has
exchanged around EUR593 million existing senior notes into new
around EUR487 million senior secured notes.

Fitch plans to re-assess OHL's restructured profile and assign a
rating consistent with Fitch's forward-looking assessment of the
company's credit profile once Fitch has clarity on current and
expected trading.

KEY RATING DRIVERS

Completion of DDE: The company has successfully completed around
EUR71 million capital increase and it has exchanged around EUR593
million existing senior notes into new around EUR487 million senior
secured notes, half which mature in March 2025 and the other in
March 2026. The debt restructuring is treated as a DDE under
Fitch's criteria given the material reduction in terms compared
with the original contractual terms, and the intention to avoid a
payment default on the EUR323 million notes due in March 2022 and
around EUR270 million notes due in March 2023.

Reduction in Terms: The restructuring of notes comprises a partial
write-off of existing notes, capitalisation of part of their
principal amount through share-capital increase and the exchange of
the remaining senior notes after the debt reduction and the
capitalisation of newly issued senior secured notes. The newly
issued notes assume a three-year extension of maturity to 2025-2026
and accrue payment-in-kind interest up to 15 September 2023. The
aggregate principal amount of the new notes is around EUR487
million, which implies a debt reduction of over EUR105 million.

Intact Business Profile: OHL's business profile is underpinned by
strong market positions, a fairly stable order book and sound
diversification. OHL ranks as a top-50 international engineering
and construction contractor and boasts a solid market position in
roads and railways. It has a globally diversified geographic
footprint with around two-thirds of revenue generated outside
Spain, mainly in the US and Latin America. OHL has moderate
customer concentration with its top-10 customers accounting for
around half of its backlog.

DERIVATION SUMMARY

The downgrade reflects Fitch's criteria, which states that, upon
completion of the DDE, the IDR will be downgraded to 'RD'.

KEY ASSUMPTIONS

On receipt of OHL's revised business plan, Fitch will establish new
assumptions in support of Fitch's long-term forecasts to re-rate
the company.

RATING SENSITIVITIES

Fitch will re-rate OHL once sufficient information is available to
establish new assumptions in support of Fitch's long-term forecasts
for the company and instruments.

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

-- OHL entering into bankruptcy filings, administration,
    receivership, liquidation or other formal winding-up
    procedure.

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

Tight Liquidity: At end-March 2021, OHL had EUR322 million reported
cash, including a significant amount of cash held in JVs, which
Fitch deems as not readily available to the company. The debt
exchange and capital increase will help OHL improve its liquidity
position.

ISSUER PROFILE

OHL is a Spanish constructor mainly involved in infrastructure and
civil engineering. Its construction backlog is focused on roads and
railways. It is focused on three core regions: the US, Latin
America and Europe.

ESG CONSIDERATIONS

OHL has an ESG Relevance Score of '4' for Governance Structure due
to high senior management turnover since 2016, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

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


TENDAM BRANDS: Moody's Affirms B2 CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has changed the outlook of Spanish
apparel retailer Tendam Brands S.A.U. to stable from negative.
Concurrently, Moody's has affirmed the company's B2 corporate
family rating, B2-PD probability of default rating and the B3
rating on the senior secured notes due 2024.

"The rating action reflects our expectations that Tendam's credit
metrics will strongly improve in the next 12 to 18 months, with
leverage returning below 5.0x in fiscal 2021, supported by the
recent easing of shopping restrictions in Europe, notably in Spain"
says Guillaume Leglise, a Moody's Vice President -- Senior Analyst
and lead analyst for Tendam. "We also expect Tendam to maintain a
good liquidity in the next 12-18 months. The absence of debt
maturities in the next three years give some time for the company
to recover its sales and earnings to more appropriate levels for
the rating category ", adds Mr Leglise.

RATINGS RATIONALE

The rating action is primarily driven by Moody's expectations that
Tendam's key credit metrics will recover over the next 12 to 18
months, supported by more normalised trading conditions in Europe,
notably in Spain, its main market and progress in the vaccination
rollout in Europe. Moody's expects Tendam's leverage
(Moody's-adjusted debt/EBITDA) to reduce below 5.0x in fiscal 2021
(year ending February 28, 2022), compared to over 11x in fiscal
2020. The company's performance was significantly affected by
lockdown restrictions in fiscal 2020, with sales down by 34% and
EBITDA (as adjusted by the company) almost fully wiped out,
reflecting three waves of shopping restrictions during the same
fiscal year and the high fixed-cost structure derived from the
company's large store network.

The company's performance in recent months was above expectations,
with first quarter sales growth and EBITDA comparable to pre-crisis
levels. Moody's also expects the company's performance to be
supported by recent strategic initiatives, notably further
development of its digital and customer analytic capabilities, to
leverage the company's already large customer base. In addition,
the company recently launched three new brands targeting women aged
below 50 years old, primarily focused on sustainable products and
largely sold online. Tendam also continues to develop its online
marketplace, with the addition of well-known brands for the coming
selling seasons. Moody's believes these strategic initiatives will
support sales and will add diversification in terms of product
offering, which was historically skewed towards formal menswear.

Tendam's B2 CFR continues to reflect (i) the company's solid track
record of earnings growth and positive free cash flow (FCF)
generation of around EUR65 million per year on average before the
coronavirus pandemic; (ii) its strong brand awareness and
differentiated market position in the Spanish apparel market; (iii)
above-peer EBITDA profitability, underpinned by an efficient supply
chain and a successful omnichannel distribution model; and (iv) its
good liquidity.

However, the rating is constrained by (i) still-difficult trading
conditions in 2021, with intense competition and risks to the
recovery in consumer demand; (ii) the company's exposure to fashion
risk, discretionary spending and the cyclical nature of the
industry; (iii) its high dependency on the competitive and highly
fragmented Spanish apparel market; and (iv) its high leverage
although expected to trend below 5.0x in the next 12-18 months.

Tendam's liquidity is good. On February 28, 2021, the company had
about EUR166 million of cash available, and its EUR200 million
revolving credit facility (RCF) was largely undrawn, only used for
EUR6.5 million for rent guarantees. The company generated negative
FCF in fiscal 2020 because of the impact of the health crisis.
Moody's expects FCF to be limited, although positive, in the next
12-18 months, reflecting the improvement in earnings, and despite a
catch-up in capital expenditures and cash payments related to
restructurings. The company does not have any significant debt
maturities, until September 2024, when the notes will mature. The
RCF will mature in March 2024.

STABLE OUTLOOK

The stable outlook reflects Moody's view that Tendam's sales and
earnings will gradually recover towards pre-crisis levels over the
next two years, owing to more normalized trading conditions, a
growing contribution from the online segment and the company's cost
savings initiatives. The stable outlook also incorporates Moody's
expectations that Tendam will generate positive FCF and will
maintain an adequate liquidity profile.

STRUCTURAL CONSIDERATIONS

The B3 rating on the senior secured notes due September 2024 is one
notch below the CFR. This notching is explained by the relatively
larger amount of priority liabilities, including the EUR200 million
super senior RCF that rank ahead of the senior secured notes. The
notes are also structurally subordinated to Tendam's non-debt
liabilities, including sizeable trade payables of around EUR205
million. The capital structure also includes EUR132.5 million of
ICO-backed syndicated loans (State guaranteed loans), which were
borrowed during the health crisis. The bond and the ICO loans are
secured on a pari passu basis by certain share pledges,
intercompany receivables and bank accounts. However, in relation to
the bond there are some guarantee limitations, because Tendam
Retail SA and its subsidiaries act as partial guarantors for an
amount capped by the outstanding balance of intercompany loan,
which amounted to EUR32 million as at February 28, 2021.

The company's probability of default rating (PDR) of B2-PD is in
line with the CFR. The PDR reflects the use of a 50% family
recovery rate resulting from a capital structure comprising senior
secured bonds, a super senior RCF and State guaranteed loans.

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

Positive pressure could emerge overtime if the company develops
sustained like-for-like revenue growth, EBITDA and margin
improvement, and generates positive free cash flows.
Quantitatively, upward pressure on the rating could occur if
Moody's-adjusted gross debt/EBITDA is sustainably below 4.0x and
EBIT/interest expense rises above 2.0x.

Moody's could downgrade the rating in case (i) Tendam's FCF
generation weaken and its liquidity deteriorates; (ii) its adjusted
gross debt/EBITDA remains sustainably above 5.0x; or (iii) its
Moody's adjusted EBIT/interest expense remains sustainably below
1.0x.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Tendam Brands S.A.U. (Tendam), headquartered in Madrid, Spain, is
an international apparel retailer with presence in more than 80
countries worldwide, although with a predominant presence in Spain,
Portugal, France, Belgium, Hungary, Russia, Mexico and the Balkans.
The company designs, sources, markets, sells and distributes
fashionable premium apparel for men and women at affordable prices.
The company currently operates several complementary brands,
including (1) Women'secret; (2) Springfield; (3) Cortefiel; (4)
Pedro del Hierro (PdH); (5) the outlet brand Fifty; and the
recently launched brands (6) Hoss Intropia; (7) Slow Love; and (8)
High Spirits. In fiscal 2020, the company reported revenue and
EBITDA (company adjusted, pre-IFRS 16) of EUR777 million and
EUR13.5 million, respectively.




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

[*] SWEDEN: Company Bankruptcies Down 3% in June 2021, UC Says
--------------------------------------------------------------
Rafaela Lindeberg at Bloomberg News, citing credit reference agency
UC, reports that bankruptcies in Sweden have decreased steadily
during the spring and June shows a decrease of 3% compared to the
same period last year.

According to Bloomberg, exceptions are the construction industry
and retail trade -- where bankruptcies have increased by 12% and
10%, respectively.

Richard Damberg, economist at UC, said the increase is
"surprising", Bloomberg recounts.  Possible explanations "can be
skyrocketing prices for building materials where certain materials
have risen by more than 30%", Bloomberg notes.

The agency disclosed that there's "steady" positive development for
the hotel and restaurant industry, with a drop in bankruptcies for
the hospitality industry of 11% in June" Bloomberg relates.

"Vaccination programs, holidays and restriction relief are now
giving a boost to the hotel and restaurant industry," Bloomberg
quotes Mr. Damberg as saying.




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

EUROMASTR 2007-1V: Fitch Affirms BB+ Rating on Class E Notes
------------------------------------------------------------
Fitch Ratings has affirmed EuroMASTR Series 2007-1V plc's notes and
revised the Outlook on the class E notes to Stable from Negative.

        DEBT                  RATING          PRIOR
        ----                  ------          -----
EuroMASTR Series 2007-1V plc

Class A2 XS0305763061   LT  AAAsf  Affirmed   AAAsf
Class B XS0305764036    LT  AAAsf  Affirmed   AAAsf
Class C XS0305766080    LT  AAsf   Affirmed   AAsf
Class D XS0305766320    LT  BBBsf  Affirmed   BBBsf
Class E XS0305766676    LT  BB+sf  Affirmed   BB+sf

TRANSACTION SUMMARY

This transaction is a securitisation of owner-occupied (OO) and
buy-to-let (BTL) mortgages originated in the UK by Victoria
Mortgage Funding and now serviced by Link Mortgage Servicing
Limited (RPS2-/RSS2-).

KEY RATING DRIVERS

Coronavirus-related Alternative Assumptions: Fitch applied
alternative coronavirus 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) and revised rating
multiples resulted in a 'Bsf' multiple to the current FF
assumptions of 1.2x and no impact at 'AAAsf'. The alternative
coronavirus assumptions are more modest for higher rating levels as
the corresponding rating assumptions are already meant to withstand
more severe shocks.

Credit Enhancement: As of the latest payment date, credit
enhancement has gradually increased since the last review to 42.2%,
31.4%, 23.0%, 9.8% and 6.5% from 41.9%, 31.1%, 22.8%, 9.6% and 6.2%
for the class A, B, C, D and E notes, respectively, as the notes
are amortising and the reserve fund is at target.

The transaction is amortising on a pro-rata basis. Unless a
performance trigger is breached, pro-rata amortisation will
continue until the notes fall below 10% of their initial balance.
Fitch has tested scenarios where the transaction does not switch to
sequential amortisation until the 10% switch back and combined with
interest-only (IO) loan maturity extensions this is a rating driver
for the class C notes.

Total Arrears Stable, Late-stage Arrears Increase: After borrowers
utilised the financial flexibility of payment holidays to cope with
any financial uncertainty, the majority have been able to resume
making full scheduled payments. Late-stage arrears increased during
the pandemic, but new arrears have been stable since the last
rating action.

IO Concentration: The transaction has a large portion of IO loans
(87.1%). Additionally, 0.73% of IO loans have missed bullet
maturities. IO loans make up 4.3% of the OO pool with maturity
dates falling in or after 2035. Fitch has tested scenarios where
loan maturities are extended (given the proximity to bond legal
final maturity) and this is a rating driver for the class D and E
notes.

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 (RR) of
    15%. The ratings on the subordinated notes could be upgraded
    by up to five 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 asset
    performance is strongly correlated to increasing levels of
    delinquencies and defaults that could reduce credit
    enhancement available to the notes. Fitch tested a 15%
    increase in WAFF and a 15% decrease in WARR. The results
    indicate an adverse rating impact of up to six notches.

-- Ratings may be sensitive to the resolution of the Libor rate
    exposure on both the mortgages and the notes. For example, if
    material basis risk is introduced or there is a material
    reduction in the net asset yield the ratings may be negatively
    affected.

-- The ratings are sensitive to the OO IO loan maturity profile
    and in particular the ability of borrowers to redeem these
    loans on a timely basis, especially the junior notes.

-- The ratings are also sensitive to the notes' amortization
    profile. A switch to sequential (prior to the 10% pool
    balance) could be positive for the class C notes. However, the
    effect may be offset by the negative factors that led to the
    trigger breach.

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

EuroMASTR Series 2007-1V plc

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pool[s] and the transaction[s]. 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.

Fitch did not undertake a review of the information provided about
the underlying asset pool[s] ahead of the transaction's [EuroMASTR
Series 2007-1V plc] initial closing. The subsequent performance of
the transaction[s] over the years is consistent with the agency's
expectations given the operating environment and Fitch is therefore
satisfied that the asset pool information relied upon for its
initial rating analysis was adequately reliable.

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

ESG CONSIDERATIONS

EuroMASTR Series 2007-1V plc has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
compliance risks including fair lending practices, mis-selling,
repossession/foreclosure practices and consumer data protection
(data security), which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.

EuroMASTR Series 2007-1V plc has an ESG Relevance Score of '4' for
Human Rights, Community Relations, Access & Affordability due to
accessibility to affordable housing, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

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


FLAMINGO GROUP: Moody's Alters Outlook on 'B2' CFR to Stable
------------------------------------------------------------
Moody's Investors Service has affirmed all ratings on Flamingo
Group International Limited, the top entity of the borrowing group
of a leading European flower and premium vegetables producer and
distributor with farm operations in Kenya and Ethiopia. This
includes Flamingo's B2 corporate family rating, B2-PD probability
of default rating and B2 instrument ratings of the EUR280 million
backed senior secured term loan B and EUR30 million backed senior
secured revolving credit facility. The outlook on all ratings has
been changed to stable from negative.

RATINGS RATIONALE

The stabilisation of the outlook reflects the company's resilient
and improving performance despite the pandemic. Flamingo's sales in
2020 were up by 12% and company adjusted EBITDA by 8% compared to
2019 driven by strong demand in the home delivery channel and cost
saving initiatives. In the first four months of 2021 sales grew by
further 36% and EBITDA by 40%, although prior year comparables
include a period most adversely affected by the initial lockdown.
As a result of this profit growth, Flamingo's Moody's-adjusted
leverage, measured as adjusted debt to EBITDA, decreased to around
4x as of April 2021 from 4.5x in December 2020 and 5.2x in 2019 --
a level which the rating agency considers strong for the current B2
rating. Moody's expects company's EBITDA growth to subside in the
second half of 2021 which will be against stronger comparables and
also notes the inherent volatility of the margins on the production
and transportation side.

The B2 CFR is also supported by Flamingo's (i) strong market
position, albeit in narrow product segments: cut flowers and
premium vegetables in the UK and sweetheart roses globally,
supported by the company's cost advantage in sweetheart roses
production; (ii) positioning in product segments with favourable
growth spectrum and with third-party suppliers; and (iii) a degree
of vertical integration combining its own production with
third-party sourcing enabling it to meet fluctuations in demand.

However, the ratings remain constrained by Flamingo's (i) limited
product diversification; (ii) exposure to demand volatility
stemming from customer preferences and retailer promotional
activity as well as potential margin volatility due to pricing
pressure in UK retail and ability to pass through cost increases;
(iii) vulnerability to weather and crop disease risk inherent in
the industry leading to potential margin volatility; (iv)
concentrated third-party supplier base and customer base (with the
top five customers accounting for c.60% of the combined entity
sales) and; (v) political and social risk arising from operating in
Kenya and Ethiopia which account for most of its own production.

LIQUIDITY

The company's liquidity profile is adequate, underpinned by GBP43.7
million of cash on balance sheet as of April 2021 in addition to
GBP16 million available on GBP26 million equivalent RCF maturing in
2024. The company's liquidity benefited from sale of DDT, the pest
management business, and two other smaller businesses for total
proceeds of GBP21 million in April 2021. The RCF is subject to a
net leverage covenant set at 5.95x, which is expected to have a
significant headroom of around 40% over the next 12-18 months.

Moody's also expects Flamingo to generate slightly positive free
cash flow over the next 12-18 months. The company is subject to
some intra-year seasonality in demand and working capital swings in
the Flamingo flower business and may be affected by payment terms
with its key customers.

STRUCTURAL CONSIDERATIONS

Flamingo's B2-PD probability of default rating is aligned with its
corporate family rating, reflecting Moody's assumption of a 50%
family recovery rate, customary for capital structures including
bank debt and a single maintenance covenant. The B2 rating on the
2025 Term Loan B reflects its pari passu ranking with the EUR30
million RCF.

ENVIRONMENTAL, SOCIAL & GOVERNANCE CONSIDERATIONS

Flamingo's business is exposed to a range of environmental and
social risks, such as extreme changes in weather, environmental
impact from flowers and vegetables production, water and labour
shortage. Flamingo is also vulnerable to political risk, including
the ongoing armed conflict and social unrest in Ethiopia's Tigray
province, although the company's farms location is relatively
distant from this region.

Moody's notes that sustainable production and employment are high
on the company's agenda and these concerns are partially mitigated
by a number of measures, such as Flamingo's usage of biological
pest control, water efficiency initiatives in Kenya and
contribution to a wide range of social and local community
projects.

Moody's also consider ownership by Sun Capital Partners which, as
is common for private equity firms, has a high tolerance for
leverage and potentially high appetite for shareholder-friendly
actions.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation of positive,
although modest, organic growth in sales and profitability over the
next 12-18 months. The outlook also assumes that no material
debt-financed acquisitions or shareholder distributions will be
made.

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

Moody's could upgrade the company's ratings if the strong operating
performance continues over the next several quarters, leading to:

Moody's-adjusted debt/EBITDA falling sustainably below 4.0x;

EBIT margin improving towards high single digits in percentage
terms ; and

Free cash flow generation remaining solid

Moody's could downgrade Flamingo's ratings if:

Moody's-adjusted debt/EBITDA increases towards 5.5x

EBIT margin is sustained below 5%

Free cash flow becomes negative; or

The company endures weakening liquidity

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.

PROFILE

Flamingo Group International Limited is a leading European supplier
of flowers and premium vegetables to retail and wholesale customers
with 75% of sales generated in the UK. The company runs farming
operations primarily in Kenya and Ethiopia. In 2020 the combined
entity generated revenues of GBP613 million and company adjusted
EBITDA of GBP65 million. Flamingo is owned by the private equity
funds managed and advised by Sun Capital Partners, Inc. and its
affiliates.


MAREX FINANCIAL: S&P Withdraws 'BB+' Rating on Subordinated Notes
-----------------------------------------------------------------
S&P Global Ratings withdrew its 'BB+' ratings on Marex Financial's
subordinated notes program. The ratings were withdrawn at the
issuer's request.

S&P's 'BBB' issuer credit rating on Marex Financial and 'BBB-'
issuer credit rating on its nonoperating holding company, Marex
Group PLC, remain on negative outlook, where they were placed in
2019. The negative outlook continues to reflect S&P's ongoing
concerns around the group's evolving risk profile and the potential
vulnerability of its capital position.


MISSOURI TOPCO: S&P Hikes ICR to 'CCC+', Outlook Negative
---------------------------------------------------------
S&P Global Ratings upgraded its issuer credit rating on Missouri
TopCo Ltd., parent to Matalan, to 'CCC+' from 'CCC-'; its
issue-level rating on the higher-ranking senior secured debt to 'B'
from 'CCC+' with a recovery rating of 1 (95%); and its
lower-ranking senior secured debt to 'CCC+' from 'CCC-', with a
recovery rating of 3 (50%).

The negative outlook indicates that S&P could lower the ratings if
Matalan's experiences any setbacks while it recovers or if it fails
to address the refinancing of its maturating debt in a timely
manner.

Matalan was required to close its stores for seven of the 12 months
in FY2021, although growth in its online operations partially
contained the decline in revenue.

The group's overall revenue contracted by about 34% in FY2021
because the company was not classified as an essential retailer
during the pandemic. It was therefore only able to trade during
May-October 2020 and part of December 2020. After a rocky start,
Matalan's online operations gained momentum and expanded by more
than 50%, from a low base. Despite the use of government subsidies,
furlough schemes, and other cost-saving initiatives, the group's
S&P Global Ratings-adjusted EBITDA fell by more than 50% and its
leverage rose to above 10x.

Moreover, Matalan's operations burned more than £50 million in
reported free operating cash flow (FOCF) after leases. It limited
the outflow by cutting capital expenditure (capex) and converting
part of its financial debt from cash-pay to payment-in-kind (PIK)
instruments. As a result, its cash burn rate was lower than we
previously expected. The group's thin liquidity buffer remained
under pressure, however.

S&P said, "Despite a slow start to FY2022, we expect Matalan's
topline to rebound during the year and that FY2023 will see further
upside. We forecast that revenue will grow by 33%-38% in FY2022,
reaching its pre-pandemic level. Stores in the U.K. reopened on
April 12, 2021, and Matalan has reported consistently strong online
operations. When it has been able to trade, the group has
demonstrated a relatively positive performance, based on demand for
Matalan's value-oriented offering across diverse clothing and home
segments and its out-of-town locations. This trend could extend
into FY2023.

"At the same time, as operations gradually return to normal, we
expect a moderate increase in salary costs, the reversal of the
cost deferrals in 2020, and a gradual phase-out of the U.K.
government's support measures." This could constrain the group's
earnings expansion. The adjusted EBITDA margin is predicted to
rebound from the low 10.6% recorded in FY2021 to about 15% in
FY2022--still below the pre-pandemic level of 16%. The expansion of
the group's online operations, which are less profitable, could
also slow its earnings recovery in the medium term.

Although the group's short-term liquidity risk has diminished,
refinancing risk is starting to rise. The company's exposure to
short-term liquidity risk is lower than it was in May 2020, when
the company had $40 million cash on its balance sheet and was
facing an extremely difficult trading environment. Since then,
Matalan has taken various measures to shore up its liquidity
buffer, including restructuring its debt to reduce its cash
interest bill; raising emergency funding; and selling and leasing
backs its headquarters. It also generated positive free cash flows
in the second and third quarters of FY2021. As a result, at the end
of February 2021, the company held about £110 million in cash.

S&P said, "We forecast that the company's free operating cash after
leases will still be negative in FY2022. This is mostly because of
a reversal in lease rent payments and a slow start to the fiscal
year. In addition, much of the company's debt--more than £380
million, including the revolving credit facilities (RCFs) and the
senior secured notes balance--will mature within the next 18
months. Although our base case assumes that the company will
refinance its capital structure in an orderly manner, failure to do
so could push the company back into distressed territory."

Matalan will capitalize on the success of its online offering over
the coming years. During FY2021, Matalan launched a new marketplace
on its online store, giving third-party brands access to its
customer base. The group will sell third-party branded products
alongside its own. It will not physically carry any inventory for
this, nor be involved in the delivery of the products, but it will
collect a fee for the service. Other U.K. retailers have been
launching similar services over the past few months, including Next
PLC and Marks & Spencer PLC. Matalan's online operations are
supported by the new distribution center, which materially
increased its fulfillment capacity. In addition, the company plans
to launch an automated batch picking system, which would further
increase efficiency and reduce costs. Therefore, S&P expects the
contribution of online operations to total sales to remain above
the pre-pandemic level of about 12%.

The negative outlook reflects the persistent uncertainty regarding
the trading recovery and the refinancing risk associated with
Matalan's debt maturing in July 2022 and January 2023. In addition,
despite a robust rebound in performance in FY2022 to date, S&P
expects free cash flow generation to be negative in the year,
turning positive only in 2023, which could put pressure on the
group's liquidity buffer.

S&P said, "We could lower the rating if Matalan faces any setbacks
on its path to recovery, for example, if the U.K. enters another
lockdown, such that free cash flow generation is weaker than our
expectations, eroding the available liquidity over the next 12
months. This could lead to the company being unable to address the
refinancing of its upcoming maturities in a timely manner or prompt
the company to pursue another distressed debt exchange.

"We would revise the outlook to stable if Matalan earnings and cash
flows see a steady improvement in line with our base case, and
timely addresses its refinancing risks across the entire debt
structure, and if trading performance and financial policy indicate
a sustainable deleveraging trend."


NOMAD FOODS: Fitch Gives Final BB+ Rating on EUR750MM Sec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Nomad Foods BondCo Plc's new EUR750
million senior secured notes and Nomad Foods Europe Midco Limited's
new EUR553 million senior secured term loan final ratings of 'BB+'
with Recovery Ratings 'RR2'. Nomad Foods BondCo Plc and Nomad Foods
Europe Midco Limited are 100%-owned subsidiaries of Nomad Foods
Limited (Nomad; 'BB'/Stable Outlook).

The senior secured rating of 'BB+' is notched up once from Nomad's
Long-Term Issuer Default Rating (IDR) to reflect Fitch's view of
superior recovery prospects supported by a moderate leverage
profile, which is partly offset by a lack of material subordinated,
or first-loss, debt tranche in the capital structure.

The 'BB' IDR reflects Fitch's expectation that the acquisition will
lead to only a temporary increase in leverage as projected EBTDA
growth will ensure gradual deleveraging in 2022-2023. The rating
remains supported by the company's position as the largest frozen
food producer in western Europe, and its solid free cash flow (FCF)
generation, although Fitch believes that cash is likely to be used
for bolt-on M&A strategy rather than to repay debt.

The Stable Outlook reflects Fitch's assessment of manageable
execution risks related to the acquisition and integration of
Fortenova's frozen food business, despite it being a new market and
a new product category. It further reflects a consistent financial
policy translating into medium-term FFO gross leverage of below
5.5x. Fitch also assumes that Nomad will be able to maintain its
organic sales growth in 2021 and 2022, after it was boosted by a
change in consumption patterns due to the pandemic.

Proceeds from the new debt instruments were used to refinance
Nomad's existing EUR400 million notes and EUR553 million term loan
and partly fund the acquisition of ice cream and frozen food
business from Fortenova Groupa d.d. Fitch has therefore withdrawn
the ratings of the repaid debt instruments.

KEY RATING DRIVERS

Acquisition Exhausts Rating Headroom: Nomad's announced EUR615
million acquisition (on debt-free cash-free basis) of Fortenova's
ice cream and frozen food business in parts of south-east Europe
will exhaust the company's rating headroom over 2021-2022. Nomad
expects to complete the acquisition in 3Q21 and fund it with cash
and new debt. Fitch estimates that the deal will increase funds
from operations (FFO) gross leverage towards 6x at end-2021 (2020:
5x), assuming the acquired operations are only consolidated for
around half of the year. However, Fitch projects deleveraging to
below Fitch's negative rating sensitivity of 5.5x in 2022, which
supports the 'BB' rating.

Manageable Execution Risks: Fitch views execution risks related to
the latest acquisition as higher than Nomad's M&A transactions in
2018 and 2020 in the UK and Switzerland as the ice cream product
category and emerging markets both represent a new foray for the
company. The business model of the acquired assets is different
from Nomad's and requires investment. Nevertheless, Fitch believes
execution risks are manageable and Fitch's projections incorporate
additional capex and integration costs, and are based on
conservative revenue and EBITDA assumptions for the newly acquired
business.

Acquisition to Strengthen Operating Profile: If acquired assets are
integrated and run successfully, Nomad's business profile will
benefit from greater geographical diversification and exposure to
higher-growth markets. The company will also establish a solid base
for expansion into eastern Europe, where it had not been present
until now.

Leading European Frozen Food Producer: The ratings reflect Nomad's
business profile as the largest branded frozen food producer in
western Europe, with leading positions across markets and
categories. Its 2020 retail market share of 12% is twice as high as
its next competitor, Dr. Oetker. Nomad also ranks third in branded
frozen food globally, after Nestle SA and Conagra Brands, Inc.
Fitch estimates that the acquisition of Frotenova's frozen food
business will enlarge Nomad's annual EBITDA to above EUR500
million, putting the company firmly in the 'BB' rating category.

Moderate Diversification: Geographic diversification across western
Europe (UK, Italy, Germany, France, Sweden, Norway, Austria, Spain
and others) and across frozen food products (fish, vegetables,
ready meals, poultry, pizza) favourably differentiates Nomad from
'B' category peers. The acquisition of Fortenova's frozen food
business will expand geographical diversification to south-eastern
Europe and will add the ice cream category to Nomad's portfolio.
However, the focus on one packaged food category (frozen food) and
mostly mature markets in one geographic region means business
diversification is weaker than investment-grade packaged food
producers.

Pandemic Boosted Sales: Nomad's sales in 2020 were boosted by
increased demand for frozen food as consumers sought convenience
and affordability, and increased their at-home consumption during
lockdowns. Its organic sales grew an unprecedented 9% in 2020,
despite a decline in the food-service channel, which accounted for
only 5% of revenue in 2019. Fitch assumes that Nomad will be able
to retain new consumers, whom it acquired during the pandemic, and
therefore project organic sales growth at 1% in 2021 and 2022. This
is supported by the strength of the company's brands, innovation
capabilities and pricing power.

M&A Appetite: Fitch expects Nomad will continue consolidating the
European frozen food market through M&A, as inorganic growth
remains an important part of its strategy. Fitch assumes that Nomad
will use its accumulating cash to acquire new assets but in the
absence of M&A opportunities will return it to shareholders via
share buybacks as it did in 2020. Fitch therefore uses gross,
instead of net, leverage for rating sensitivities.

Strong FCF: Nomad has proven its ability to generate positive FCF,
despite integration and restructuring charges related to M&A.
Healthy FCF generation reduces the need for external funding to
implement its growth strategy. Its average Fitch-adjusted FCF
margin stood at around 9% in 2017-2020 but Fitch projects a
reduction to 6%-7% in 2022-2023 due to additional capex for the
acquired business from Fortenova.

Assumed Consistent Financial Policy: The rating is premised on
Fitch's understanding that the company-calculated net debt/EBITDA
of 4.5x (2020: 2.8x), which is part of its financial policy, is a
maximum leverage tolerance rather than a leverage target. Fitch's
view is also supported by the company-calculated leverage never
having reached this threshold over the past five years, despite M&A
activity. Fitch assumes it will remain within the 2.5x-3.5x range
to which Nomad has historically adhered. This is in line with the
parameters Fitch has set for Nomad's rating.

DERIVATION SUMMARY

Nomad compares well with Conagra Brands, Inc (BBB-/Stable), which
is the second-largest branded frozen food producer globally with
operations mostly in the US. Similar to Nomad's, Conagra's growth
strategy is based on bolt-on M&A. The two-notch rating differential
stems from Conagra's larger scale and product diversification as
the US company also sells snacks and sweet treats, which account
for around 20% of revenue.

Despite its more limited geographical diversification and smaller
business scale, Nomad is rated higher than the world's largest
margarine producer, Sigma Holdco BV (B/Stable), which, like Nomad,
Fitch expects to deliver strong FCF. The rating differential is
explained by Nomad's lower leverage, proven ability to generate
stable profitability without execution risks, and more favourable
demand fundamentals for frozen food than for spreads.

Nomad is rated below global packaged food and consumer goods
companies, such as Nestle (A+/Stable), Unilever PLC (A/Stable),
Mondelez International, Inc. (BBB/Stable) and The Kraft Heinz
Company (BB+/Positive), due to its limited diversification, smaller
business scale and weaker financial profile.

No Country Ceiling, parent-subsidiary linkage or
operating-environment aspects affect the rating.

KEY ASSUMPTIONS

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

-- About 1% organic revenue growth in 2021 and 2022, before
    accelerating to 2% in 2023-2024;

-- Gradual improvement of EBITDA margin towards 18% in 2024
    (2020: 17.5%);

-- Restructuring charges related to the integration of the latest
    M&A not exceeding EUR26 million in total;

-- Capex at around 4%-5% of revenue in 2022-2024;

-- No dividends; and

-- Accumulating cash used for bolt-on M&A or, in the absence of
    M&A opportunities, for share buybacks.

RATING SENSITIVITIES

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

-- Strengthened business profile as evident in increased business
    scale or greater geographical and product diversification;

-- Continuation of organic growth in sales and EBITDA;

-- FFO gross leverage below 4.5x on a sustained basis, supported
    by a consistent financial policy;

-- Maintenance of strong FCF margin.

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

-- Weakening organic sales growth, resulting in market-share
    erosion across key markets;

-- FFO gross leverage above 5.5x on a sustained basis as a result
    of operating underperformance or large-scale M&A;

-- A reduction in the EBITDA margin or higher-than-expected
    exceptional charges leading to an FCF margin below 2% on a
    sustained basis.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: At end-2020, Nomad's liquidity was strong with
EUR335 million Fitch-adjusted cash, an available undrawn revolving
credit facility (RCF) of EUR64 million (excluding around EUR16
million bank guarantees issued for this facility) and expected
positive FCF in 2021.

The new loan and notes mature in 2028, while the rest of Nomad's
debt matures in May 2024, improving the company's maturity profile.
Liquidity is also strengthened as the company has upsized its RCF
to EUR175 million (from EUR80 million) and extended its maturity to
2026. Refinancing risks are low due to strong FCF and access to
diverse funding sources.

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

Nomad is the leading branded frozen food producer in western
Europe, with a portfolio of brands within the frozen category,
including fish, vegetables, poultry and ready meals.


RESIDENTIAL MORTGAGE 32: Fitch Raises Class X1 Notes Rating to 'B+'
-------------------------------------------------------------------
Fitch Ratings has upgraded Residential Mortgage Securities 23 Plc's
(RMS 23) class B notes and Residential Mortgage Securities 32 PLC's
(RMS 32) class X1 notes. Fitch has affirmed RMS 32's other six
tranches.

    DEBT                     RATING          PRIOR
    ----                     ------          -----
Residential Mortgage Securities 23 Plc (RMS 23)

Class B XS0398242056   LT  AA-sf  Upgrade    A+sf

Residential Mortgage Securities 32 PLC

A XS2207321931         LT  AAAsf  Affirmed   AAAsf
B XS2207322152         LT  AAsf   Affirmed   AAsf
C XS2207322822         LT  Asf    Affirmed   Asf
D XS2207323390         LT  BBBsf  Affirmed   BBBsf
E XS2207325254         LT  BB+sf  Affirmed   BB+sf
F1 XS2207325502        LT  BBsf   Affirmed   BBsf
X1 XS2207378964        LT  B+sf   Upgrade    Bsf

TRANSACTION SUMMARY

The transactions are securitisations of residential mortgages
originated and located in the UK. The pools contain a mixture of
owner-occupied and buy-to-let mortgages that were originated by a
number of lenders, including Kensington Mortgage Company.

KEY RATING DRIVERS

Limited Impact of Payment Holidays: Payment holidays for both
transactions have decreased significantly from the 2020 peaks. In
May 2020, 22.4% of the RMS 23 pool and 24.4% of the RMS 32 pool had
a payment holiday outstanding. This has since fallen to 3.8% and
2.1% in February 2021. Fitch does not expect this to increase
further given the deadline for applying to the scheme has now
passed, coupled with the loosening of coronavirus containment
restrictions. The reduction in the level of payment holidays
benefits the transactions through increased available revenue. It
is particularly credit positive for RMS 32's class X1 notes, given
its principal is repaid via excess spread. This is reflected in
their upgrade.

Total Arrears Stable, Late Arrears Increase: Total arrears for RMS
23 have stabilised from the highs in mid-2020. While one-month+
arrears decreased to 12.9% in April 2021 from 15.9% in May 2020,
three-month+ arrears increased to 9.5% in April 2021 from 7.8% in
September 2020. For RMS 32, total arrears have also remained
broadly flat. One-month+ arrears in September 2020 were 18.0%, and
increased slightly to 18.3% as of April 2021. Three-month+ arrears
increased to 13.1% from 11.2% over the same period.

Fitch understands the increase in late arrears may be related to
the moratoria on repossessions, as servicers have not been able to
proceed with repossession orders. This has led to an increase in
longer-dated arrears. As the early arrears are stable or
decreasing, Fitch does not expect a material increase in late
arrears in the short term.

RMS 23 - Turbo Amortisation: A "turbo" amortisation feature allows
remaining revenue available funds (after payment of costs, interest
and provisioning) to be diverted to the principal priority of
payments. Over time this feature increases overcollateralisation
and credit enhancement (CE), as notes are paid down with revenue
available funds, in addition to principal from the mortgage pool.
Increased CE for the class B notes over the past year has
contributed to their upgrade.

RMS 32 - Unhedged Basis Risk: The pool contains 26.8% of loans
linked to the Bank of England Base Rate (BBR), 60.1% that earn
interest linked to Kensington variable rate or Money Partners
variable rate, with the remaining 12.8% is linked to Libor. As the
notes pay daily compounded SONIA, the transaction is exposed to
basis risk between BBR and SONIA. Fitch stressed the transaction
cash flows for basis risk, in line with its criteria.

Coronavirus-related Alternative Assumptions: Fitch applied
alternative coronavirus assumptions to the mortgage portfolio. The
combined application of revised 'Bsf' representative pool weighted
average foreclosure frequency (WAFF) and revised rating multiples
resulted in a multiple to the current FF assumptions of about 1.2x
at 'Bsf' and 1.0x at 'AAAsf'. The alternative coronavirus
assumptions are more modest for higher rating levels as the
corresponding rating assumptions are already meant to withstand
more severe shocks.

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 CE 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 (RR) of 15%. The ratings
    on the RMS 32's subordinated notes could be upgraded by up to
    four notches and RMS 23's class B notes by up to three
    notches.

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

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

-- Additionally, unanticipated declines in recoveries could also
    result in lower net proceeds, which may make certain notes'
    ratings susceptible to potential negative rating action
    depending on the extent of the decline in recoveries. Fitch
    conducts sensitivity analyses by stressing both a
    transaction's base-case FF and RR assumptions, and examining
    the rating implications on all classes of issued notes. We
    tested a 15% increase in the WAFF and a 15% decrease in the
    WARR. The results indicate an up to a five-notch adverse
    rating impact for RMS 32 and an up to two-notch adverse impact
    for RMS 23.

-- RMS 23's ratings may be sensitive to the resolution of the
    Libor rate exposure on both the mortgages (74% of the pool)
    and the notes as Libor is due to be discontinued from January
    2022.

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

RMS 32

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.

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

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

RMS 23

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.

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the initial closing. The
subsequent performance of the transaction over the years is
consistent with the agency's expectations given the operating
environment and Fitch is therefore satisfied that the asset pool
information relied upon for its initial rating analysis was
adequately reliable.

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

ESG CONSIDERATIONS

RMS 23 and RMS 32 have ESG Relevance Scores of '4' for Social -
Human Rights, Community Relations, Access & Affordability due to a
significant proportion of the pool containing owner-occupied loans
advanced with limited affordability checks, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

RMS 23 and 32 have ESG Relevance Scores of '4' for Customer Welfare
- Fair Messaging, Privacy & Data Security due to the pool
exhibiting an interest-only maturity concentration among the legacy
non-conforming owner-occupied loans of greater than 40%, which has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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


ROLLS-ROYCE & PARTNERS: Fitch Affirms 'BB-' LT IDR, Outlook Neg.
----------------------------------------------------------------
Fitch Ratings has affirmed Rolls-Royce & Partners Finance Limited's
(RRPF) Long-Term Issuer Default Rating (IDR) at 'BB-'. The Outlook
is Negative. At the same time, Fitch has affirmed RRPF's and RRPF
Engine Leasing Limited's senior secured debt at long-term 'BBB-'.

RRPF is a joint-venture (JV) between UK-based Rolls-Royce (RR) and
US-based leasing group GATX Corporation. Established in 1989, RRPF
specialises in the leasing of spare aircraft engines (largely from
RR) to around 60 airlines globally. RRPF is the world's largest
lessor of RR engines, which comprise 90% of RRPF's leases
(including narrow-body). Consequently, RRPF's business model and
franchise have strong links with RR. In Fitch's view, RRPF is
important for RR's core civil aerospace business segment and
aftermarket product offering. While the shareholder structure could
complicate the provision of support, a shareholder agreement is in
place to govern potential conflicts between JV partners.

RRPF Engine Leasing Limited is a fully-owned UK-domiciled
subsidiary of RRPF. RRPF has an unconditional and irrevocable
guarantee on the notes issued by RRPF Engine Leasing Limited.

KEY RATING DRIVERS

IDRs

RRPF's Long-Term IDR is based on Fitch's assessment of the
company's standalone creditworthiness, which is constrained by the
strong correlation between RR's and RRPF's risk profiles, including
a cross-default clause in RRPF's bond documentation. Fitch believes
that RR's propensity to support RRPF is high, but its ability to do
so is constrained by its own rating, resulting in Fitch's support
assessment being a notch below RRPF's (and RR's) Long-Term IDR. The
Negative Outlook on RRPF's Long-Term IDR mirrors that on RR's IDR.

Cross-default Clause: RRPF's debt includes a clause resulting in an
event of default on all debt in case an event of default is
triggered on RR's debt. Specifically, should RR's borrowings (in
excess of GBP150 million or 2% of RR's consolidated net worth) be
subject to acceleration (as a result of an event of default at RR
having been triggered), it would trigger an event of default at
RRPF and give noteholders the option to declare all outstanding
notes to be immediately due and payable. As this applies to all of
RRPF's debt, in Fitch's view this results in a strong correlation
between RR's and RRPF's default probabilities, constraining RRPF's
Long-Term IDR.

Resistant Standalone Profile: Strong and predictable profitability,
contained leverage, a long-dated funding profile, a sound record of
stable utilisation rates and of profitable asset disposals underpin
RRPF's standalone assessment. The assessment also reflects the
monoline nature of RRPF's business model, revenue concentration by
lessees and the overall modest size and cyclicality of the spare
engine lease sector.

Pandemic Effect: RRPF's revenue profile benefits from long-dated
leases to a diversified lessee base (including RR). Similar to
peers, RRPF has granted lease deferrals to a large proportion of
its clients but so far has not incurred any impairment charges and
waived only limited volume of payments in 1H21 (none in 2020). Cash
collections have held up fairly well (above 80% of expected
collections in 2020) and although net gains from asset disposals
were lower in 2020, they remained sound.

Despite current challenges, RRPF's pre-tax income was an acceptable
2.5% of average assets in 2020. A sound revenue margin provides a
buffer against potential impairment losses, protecting the
company's capital base. Fitch believes restructuring events and
impairments will weigh on RRPF's near-term performance, with
weakening profitability in 1H21 or, potentially, longer in case of
a delayed recovery in the aviation sector.

Good-Quality Asset Base: RRPF has a leading franchise in its niche
market and its credit profile benefits from its focus on "phase 1"
engines, which are typically young and liquid in secondary markets
(both limiting residual-value risks). This underpins RRPF's
utilisation rate, which remained strong at 94% (value-weighted) at
end-2020. However, RRPF's concentration is on engines for wide-body
aircraft (77% at end-2020), which in Fitch's view carry higher
risks in the current downturn.

Controlled Residual-Value Risk: RRPF's residual-value risk exposure
is mitigated by independent engine valuations with total market
values (excluding maintenance reserves) exceeding book values and a
focus on "phase 1" engines with a young average fleet age of 6.1
years. This is evident in RRPF's healthy disposal record over the
past decade, but Fitch expects that the current downturn could
result in asset impairments for the sector exceeding those observed
in the 2008/2009 crisis.

Acceptable Leverage: Balance-sheet leverage (defined as gross debt
/tangible equity) was acceptable at end-2020 at 3.9x (4.2x at
end-2019). This improved further in 1H21 by about 0.5x as RRPF paid
down its revolving credit facility (RCF). Fitch expects leverage to
remain broadly unchanged in 2H21, absent meaningful impairment
charges. RRPF's leverage is subject to a maximum gross
debt/tangible net worth covenant of 5.7x.

Adequate Liquidity and Cash Generation: A long-dated, albeit
secured, funding profile exceeding the average lease term underpins
RRPF's liquidity. Since the outbreak of pandemic, RRPF has been
able to limit capex and had no committed orders as at end-1H21,
which underpins its liquidity position. Liquidity is further
supported by sound cash generation and an undrawn RCF comfortably
covering RRPF's moderate liquidity needs.

Contained Refinancing Risk: RRPF's funding base is
well-diversified, although reliant on wholesale sources. Upcoming
debt maturities are limited to USD100 million in 2Q22. RRPF
maintains comfortable headroom on debt covenants including its
EBIT/interest expense covenant (set at a minimum of 1.5x compared
with actual 2.1x in 2020).

SENIOR SECURED DEBT

The affirmation of RRPF Engine Leasing Limited's RCF and senior
secured US private placement notes reflects Fitch's expectation of
outstanding recovery prospects for both the RCF and the notes, even
under a stress scenario where engine values drop materially. As per
Fitch's criteria, secured debt of issuers with a sub-investment
grade Long-Term IDR can be rated up to three notches above the
Long-Term IDR in case of outstanding recovery expectations.

Noteholders and RCF counterparties benefit from an identical
security package (i.e. direct security interests over spare
engines) and financial covenants include a requirement for
outstanding debt not to exceed the lower of the net book value of
pledged spare engines and 80% of their externally appraised market
value. The asset pool backing the liabilities is also subject to
concentration limits on engine type, lessee and the proportion of
off-lease engines.

Fitch's expectations of outstanding recoveries are primarily
underpinned by consistently low loan-to-market value ratios (LTV;
defined as current market values/outstanding gross debt; broadly
unchanged yoy at around 50% at end-2020 and remaining below 60%
following the 2008 global financial crisis) and the young average
age of underlying engine assets. This is supported by spare
engines' typically better value retention (compared with aircraft
assets) and a more favourable depreciation profile (in particular
during the first phase of their useful economic life).

Fitch expects further pressure on appraised engine values in 2021,
but RRPF's LTV headroom should be sufficient to absorb it.

RATING SENSITIVITIES

IDRs

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

-- Given cross-default clauses included in RR's and RRPF's debt,
    a downgrade of RR would likely lead to a downgrade of RRPF's
    Long-Term IDR.

-- Absent a downgrade of RR, a significant increase in leverage
    or a material weakening of RRPF's franchise could also lead to
    a downgrade.

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

-- Given the Negative Outlook on RRPF's Long-Term IDR an upgrade
    is unlikely in the short term. A revision of the Outlook on
    RR's Long-Term IDR to Stable would be mirrored on RRPF's
    Outlook.

SENIOR DEBT

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

-- A downgrade of RRPF's Long-Term IDR would lead to a downgrade
    of RRPF's senior secured debt rating.

-- A material increase in RRPF's LTV ratio or changes to the
    underlying security package indicating weaker recoveries would
    lead to narrower notching between RRPF's Long-Term IDR and the
    senior secured debt rating and a downgrade of the senior
    secured notes. In addition, indications that projected engine
    market value declines exceed Fitch's current expectations
    would lead to a downgrade of the notes.

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

-- As per Fitch's criteria, senior secured debt ratings of
    issuers with a sub-investment grade Long-Term IDR are capped
    at 'BBB-'. Consequently, an upgrade of the notes would be
    contingent of RRPF's achieving an investment-grade Long-Term
    IDR, which in Fitch's view is unlikely in the medium term.

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.


WARWICK FINANCE: Moody's Affirms Caa1 on Class E Notes
------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two notes in
Warwick Finance Residential Mortgages Number Three PLC. The rating
action reflects better than expected collateral performance.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain the current ratings on the affected
notes.

GBP1469.2M Class A Notes, Affirmed Aaa (sf); previously on Sep 10,
2020 Upgraded to Aaa (sf)

GBP128.6M Class B Notes, Upgraded to Aa2 (sf); previously on Sep
10, 2020 Affirmed A1 (sf)

GBP64.3M Class C Notes, Upgraded to A3 (sf); previously on Sep 10,
2020 Affirmed Baa2 (sf)

GBP36.7M Class D Notes, Affirmed Ba2 (sf); previously on Sep 10,
2020 Affirmed Ba2 (sf)

GBP36.7M Class E Notes, Affirmed Caa1 (sf); previously on Sep 10,
2020 Affirmed Caa1 (sf)

Maximum achievable rating is Aaa (sf) for structured finance
transactions in the United Kingdom, driven by the corresponding
local currency country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by:

decreased key collateral assumptions, namely the portfolio
Expected Loss (EL) assumptions due to better than expected
collateral performance

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

The performance of the transaction has continued to improve since
last year. Total delinquencies have decreased in the past year,
with 90 days plus arrears currently standing at 2.99% of current
pool balance. Cumulative losses currently stand at 0.20% of
original pool balance.

Moody's decreased the expected loss assumption to 3.5% as a
percentage of original pool balance from 4.8% due to the improving
performance.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN CE assumption
at 19%.

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

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

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected; (2) an increase in available
credit enhancement; (3) improvements in the credit quality of the
transaction counterparties; and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk; (2) performance
of the underlying collateral that is worse than Moody's expected;
(3) deterioration in the notes' available credit enhancement; and
(4) deterioration in the credit quality of the transaction
counterparties.



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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,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
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