---

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

                          E U R O P E

          Tuesday, July 13, 2021, Vol. 22, No. 133

                           Headlines



B E L A R U S

[*] S&P Affirms B/B Issuer Credit Ratings on Three Belarusian Banks


C R O A T I A

AGROKOR: Fortenova Increases Stake in Mercator to 89.11%


F R A N C E

CAB: S&P Raises Issuer Credit Rating to 'B', Outlook Stable
ECOTONE HOLDCO III: Moody's Assigns First Time 'B3' CFR
ECOTONE HOLDCO: S&P Assigns 'B' LongTerm ICR on Dividend Recap
OFFICE DEPOT: ASLI Provides Update on Administration


G E R M A N Y

[*] GERMANY: EU Regulators Approve EUR750MM Travel Refund Scheme


I R E L A N D

AURIUM CLO II: Moody's Assigns B2 Rating to Class F Notes
CAIRN CLO V: Moody's Affirms B3 Rating on EUR8MM Class F-R Notes
CONTEGO CLO IX: S&P Assigns Prelim. B- Rating on Class F Notes
EURO-GALAXY IV CLO: Moody's Rates to EUR8.7MM Class F Notes 'B3'
PENTA CLO 9: Fitch Assigns Final B- Rating on Class F Tranche

PENTA CLO 9: S&P Assigns Prelim B- Rating on Class F Notes
PERRIGO COMPANY: Moody's Assigns Ba1 CFR & Alters Outlook to Stable
RICHMOND PARK: Moody's Affirms Caa1 Rating on Class F Notes
TORO EUROPEAN 3: S&P Assigns Prelim. B- Rating on Cl. F Notes


L U X E M B O U R G

ARVOS MIDCO: Moody's Lowers CFR to Caa2, Outlook Negative


N E T H E R L A N D S

IHS NETHERLANDS: Moody's Withdraws B2 CFR Following Reorganization
STEINHOFF INT'L: May Release Revised Proposal to Resolve Claims


R U S S I A

TINKOFF BANK: Moody's Alters Outlook on Ba3 Ratings to Positive


S P A I N

FT SANTANDER 2016-2: Moody's Affirms Ba1 Rating on Class E Notes
RMBS SANTANDER 7: Moody's Assigns (P)B3 Rating to EUR530MM B Notes


U N I T E D   K I N G D O M

ALPHA TOPCO: Moody's Affirms B2 CFR & Alters Outlook to Stable
ATOTECH UK: S&P Puts 'B+' ICR on Watch Positive on MKS Deal
CANADA SQUARE 2021-2: S&P Assigns B- Rating on X Notes
CONSTELLATION AUTOMOTIVE: Moody's Affirms B3 CFR & Rates New Debt
DIGNITY FINANCE: Fitch Affirms BB+ Rating on Class B Notes

ENTAIN PLC: Moody's Rates New GBP590MM Credit Facility 'Ba2'
NEWDAY FUNDING 2021-1: Fitch Assigns B+ Rating on 5 Note Classes
POLARIS PLC 2021-1: S&P Assigns Prelim. B Rating on Cl. X1 Notes
THOMAS COOK: Burton Shop Gets New Tenant Two Years After Collapse

                           - - - - -


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

[*] S&P Affirms B/B Issuer Credit Ratings on Three Belarusian Banks
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B/B' long- and short-term issuer
credit ratings on three Belarus-based financial
institutions--Belarusbank, Belagroprombank JSC, and Bank BelVEB
OJSC. The outlooks on all three banks remain negative.

The rating actions follow the EU's introduction of further
sanctions on Belarus on June 24, 2021. The new sanctions prohibit
providing financing with maturity exceeding 90 days to the
government of Belarus, government bodies, and state-owned banks,
including Belarusbank and Belagroprombank, from June 29, 2021.

Additionally, the sanctions target a number of Belarus' key export
goods by restricting the trade of certain petroleum products,
potash, and goods used for the production or manufacturing of
tobacco products. They also prohibit the sale, supply, transfer, or
export of various goods, equipment, and technologies used in
certain sectors, which will hurt a number of state-owned and
private businesses in Belarus.

S&P said, "We affirmed the ratings because we consider that
Belarusbank, Belagroprombank JSC, and Bank BelVEB will be able to
manage potential pressure on funding and liquidity from the new EU
sanctions on the financial sector.We consider that the impact of
these sanctions on Belarusbank and Belagroprombank will be
manageable, mainly owing to their relatively low dependence on EU
wholesale funding. External EU-related funding makes up only a
marginal share of total liabilities for both banks. Moreover, the
refinancing needs of the banks in 2021 are modest. We also
understand that all three banks will most likely continue to have
access to financing from non-EU counterparties, such as banks from
Russia that have long-standing business relationships with
Belarusian banks, and some other countries outside the EU.

"Additionally, Bank BelVEB OJSC is not subject to the EU sanctions,
and we believe that the Russian parent, VEB.RF (foreign currency
BBB-/Stable/A-3) will support the bank during the period of
economic turbulence by providing significant financial and
operational support. While the bank's liquidity profile benefits
from ongoing parental support, we believe that the potential
extraordinary support cannot fully mitigate the high risks of
operating in Belarus. Therefore, our ratings on Bank BelVEB do not
exceed the ratings on Belarus (B/Negative/B).

"We consider that the banks will be able to manage potential
deterioration in asset quality from restrictions on corporate
borrowers.This is because we estimate that the exposure of
Belarusbank and BelVEB to the impacted entities is modest to very
modest at below 10% of their loan books. In case of
Belagroprombank, we estimate exposure to such companies is moderate
at below 10% of its assets. We expect the credit quality of
Belarusian corporate borrowers will remain under pressure in 2021
due to challenging macroeconomic environment, and certain entities
that operate in the sectors impacted by the newly introduced EU
sanctions might experience even more pressure. Despite this, we
think that Belarusbank, Belagroprombank, and Bank BelVEB have
accumulated adequate capital buffers to offset potential
asset-quality deterioration. We also think that, similar to what we
observed in the past, some state-owned corporate entities and
state-owned banks might receive government support to help them
weather this period of stress.

"That said, we consider Belagroprombank's asset quality weaker than
the banking sector average.This reflects its concentration on
agribusiness that tend to show high vulnerability to various
internal and external shocks. However, we note positively the
following factors. First, the agribusiness sector's performance has
been rather resilient despite the pandemic; and second, the bank
has a lower share of foreign currency-denominated lending than the
sector average. We believe this should help the bank to keep the
asset quality close to the sector average in 2021.

"At the same time, we expect Belarusian banks will continue to face
liquidity and asset quality pressure in the next 12 months amid the
protracted political instability and economic uncertainty.We
consider that prolonged political instability and economic
uncertainty continue to weigh on depositors' confidence and the
banking sector's funding stability, with liquidity remaining under
pressure in the next 12 months. To some extent, banking sector
funding stability will continue to be supported by a large share of
non-callable deposits. Also, we think that many depositors that
considered that political uncertainty increased after August last
year, already reacted to that by withdrawing their deposits in
2020, and according to banks, deposit withdrawals trend has been
stabilizing. However, we think the adverse macroeconomic
environment will result in further deterioration of asset quality
in the banking sector, putting additional pressure on
capitalization and making the largest banks more reliant on capital
support from the government."

Outlooks
Belarusbank
Primary analyst: Ekaterina Ermolenko

S&P Global Ratings' negative outlook on Belarusbank mirrors that on
the sovereign, along with the increased pressure on Belarusian
banks' asset quality, funding, and liquidity profiles over the next
12 months.

Downside scenario: S&P could lower the ratings in the next 12
months if it takes a similar action on Belarus, or it observes a
simultaneous deterioration of more than one credit fundamental,
including:

-- Significant weakening of funding and liquidity metrics,
alongside an insufficient liquidity cushion, central bank, or
government support to meet its obligations in full and on time;
and

-- More pronounced deterioration of asset quality than S&P
currently expects, resulting in a material increase in credit costs
and additional provisions that are not offset by a corresponding
capital injection.

Although it is not S&P's base-case scenario, it could also take a
negative rating action if the government imposes tight foreign
exchange or capital controls, for example, as Greece did in 2015.

Upside scenario: S&P could revise the outlook to stable if
lingering political uncertainty subsided, with a clear way forward
that contributed to Belarus' economic, fiscal, and financial sector
stability, reflected in a revision of the outlook on the sovereign
rating to stable. This should be coupled with the bank's ability to
preserve its asset quality and maintain sufficient liquidity
buffers.

Belagroprombank
Primary analyst: Ekaterina Ermolenko

S&P Global Ratings' negative outlook on Belagroprombank reflects
that on Belarus, along with the increased pressure on Belarusian
banks' asset quality, funding, and liquidity profiles over the next
12 months.

Downside scenarioA negative rating action on Belarus would trigger
a similar action on the bank. S&P could also take a negative rating
action if it observed that the bank's credit fundamentals had
deteriorated significantly. This could happen if, for example, at
least one of the following occurred:

-- Significant deterioration of the bank's funding and liquidity
metrics, coupled with insufficient an liquidity cushion or central
bank or government support to meet obligations in full and on time;
or

-- Further weakening of asset quality to noticeably below the
system average, resulting in a material increase in credit costs
and new provisions not offset by a corresponding capital injection
to mitigate the eventual impact.

Although it is not currently S&P's base case, it would also lower
the ratings on the bank if the government imposed tight foreign
exchange or capital controls.

Upside scenario: S&P could revise the outlook to stable if
lingering political uncertainty subsided, with a clear way forward
that contributed to Belarus' economic, fiscal, and financial sector
stability, reflected in a revision of the outlook on the sovereign
rating to stable. This would also require Belagroprombank to
achieve asset quality close to the system average, while
maintaining sufficient liquidity buffers.

Bank BelVEB
Primary analyst: Ekaterina Ermolenko

S&P Global Ratings' negative outlook on Bank BelVEB mirrors that on
Belarus and our view that the bank's creditworthiness will remain
under pressure over the next 12 months.

Downside scenario: A negative rating action on Belarus would
trigger a similar action on the bank. Although it is not currently
our base case, S&P would also lower the ratings on Bank BelVEB if
the government imposed tight foreign exchange or capital controls.
A deterioration of Bank BelVEB's credit fundamentals won't
automatically lead to a downgrade because its rating could
incorporate up to three notches of uplift for parental support.

Upside scenario: S&P could revise the outlook to stable if
lingering political uncertainty subsided, with a clear way forward
that contributed to Belarus' economic, fiscal, and financial sector
stability, reflected in a revision of the outlook on the sovereign
rating to stable.

  Ratings Score Snapshot

                        BELARUSBANK   BELAGROPROMBANK  BANK BELVEB

  Issuer credit rating  B/Negative/B   B/Negative/B   B/Negative/B
  SACP                       b+            b              b
  Anchor                     b             b              b
  Business Position     Strong (+1)    Adequate (0)   Adequate (0)
  Capital and Earnings  Weak (0)       Weak (0)       Weak (0)
  Risk Position         Adequate (0)   Adequate (0)   Adequate (0)
  Funding               Average        Average        Average
  and Liquidity         and Adequate   and Adequate   and Adequate

  Support                    0             0              0
  ALAC support               0             0              0
  GRE support                0             0              0
  Group support              0             0              0
  Sovereign support          0             0              0
  Additional factors        -1             0              0

  Ratings List

  RATINGS AFFIRMED

  BELAGROPROMBANK JSC

  Issuer Credit Rating     B/Negative/B

  BELARUSBANK

  Issuer Credit Rating     B/Negative/B

  BANK BELVEB OJSC

  Issuer Credit Rating     B/Negative/B




=============
C R O A T I A
=============

AGROKOR: Fortenova Increases Stake in Mercator to 89.11%
--------------------------------------------------------
Radomir Ralev at SeeNews reports that Croatia's Fortenova Group,
successor to the collapsed food-to-retail concern Agrokor,
increased its stake in Slovenian retailer Mercator to 89.11% after
shareholders controlling 1.01% interest among themselves accepted
its buyout offer, Mercator said on July 2.

The Slovenian company said in a filing with the Ljubljana Stock
Exchange the takeover bid was adopted by 154 shareholders who own a
total of 61,321 shares in Mercator, SeeNews relates.

The Slovenian Securities Market Agency found on June 30 that the
takeover bid was successful as Fortenova did not specify in the
takeover bid prospectus the minimum number of shares to be
acquired, SeeNews recounts.

Mercator was part of the Agrokor group from 2014 until April 2019,
when all Agrokor assets except Mercator were transferred to
Fortenova under a settlement agreement with Agrokor's creditors,
SeeNews notes.

Agrokor, which employed some 60,000 people in the region, has been
undergoing restructuring led by a court-appointed crisis manager
under Croatia's special law on companies of systemic importance
passed in April 2017 with the aim of shielding the country's
economy from big corporate bankruptcies, SeeNews states.




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

CAB: S&P Raises Issuer Credit Rating to 'B', Outlook Stable
-----------------------------------------------------------
S&P Global ratings raised to 'B' from 'B-' the issuer credit rating
on CAB, the holding company of Biogroup, and the issue ratings on
the group's EUR1,750 million term loan B, including the proposed
EUR300 million add-on used to fund new acquisitions, and EUR800
million senior secured notes. S&P also raised the issue rating on
the group's EUR250 million senior notes to 'CCC+' from 'CCC'.

The stable outlook reflects S&P's assumption of seamless
integrations of future acquisitions, alongside continued
substantial contribution from COVID-19 testing, sustaining
financial leverage on cash-interest-paying debt below 7x.

S&P said, "Biogroup delivered stronger-than-expected credit metrics
thanks to robust operating performance and efficiency. The group's
debt to EBITDA, as adjusted by S&P Global Ratings, and including
non-common equity, reduced to 7.2x in 2020 from 9.9x in 2019.
Excluding the non-common equity, which we consider as debt like
although we recognize as contractually and structurally
subordinated, the leverage on the cash-interest-paying debt reduced
to 5.5x in 2020 from above 8.0x in 2019. We forecast 5.7x in 2021
and 6.4x in 2022. The improvement was more pronounced than our
previous expectation thanks to Biogroup's success processing large
volumes of highly solicited COVID-19 testing, as well as its
ability to maintain higher-than-peer-average profitability for both
COVID-19 and routine testing while furthering external growth. This
reflects Biogroup's unique dense network of laboratories and
effective integration strategy.

"Our forecasts continue to reflect seamless integrations of
acquired assets and substantial earnings contribution from COVID-19
testing. Biogroup seeks additional acquisitions equal to a total
equity value of slightly more than EUR700 million. The transactions
will be financed with EUR300 million of a proposed term loan B
add-on, EUR200 million drawn on the currently undrawn EUR271
million revolving credit facility (RCF), and cash from the balance
sheet. The group intends to reimburse the amount drawn under the
RCF later in the year with internally generated cash. Our base case
continues to incorporate that Biogroup will avoid any integration
setback and quickly unlock costs-savings. In 2020, COVID-19 testing
generated a substantial revenue windfall. In our base case,
compared with the 2020 level, we project revenue from COVID-19
testing to increase 25% in 2021. However, we estimate a likely
deceleration thereafter, with revenue of 30% of the 2020 level in
2022 and only 10% of the 2020 level in 2023, due to our assumption
of markedly lower testing volumes.

"Biogroup's profitability will likely remain above peers' despite
the impact of acquisitions and pricing cuts. The group's
acquisition plans include laboratories in and outside France.
Overall, we consider the markets outside of France as more
fragmented, and margins are therefore lower Furthermore, we
anticipate limited synergies from common procurement. Despite these
minor constraints, the acquisitions will enhance the group's
geographical diversity and reduce exposure to one single payor.
Nevertheless, we still view Biogroup as concentrated, considering
that 75% of revenue would remain in France versus 86% last year.
Our profitability assumptions also reflect the price cuts on the
PCR test in France. The price was initially reduced mid-December
2020, depending on the turnaround of the results. Mid-March 2021,
the cost of a PCR test was cut by EUR8, followed by a EUR14.85 cut
on June 1. This brings the current price to about EUR50.

"Despite uncertainties around demand for PCR testing, the overall
outlook on the diagnostic industry remains favorable. In our view,
one factor that could reduce the level of testing is if the French
social insurance decided not to reimburse the PCR tests. Regardless
of the price, we believe patients would test less if this occurred.
Nevertheless, we believe this is unlikely given the need for
governments' tracking and control of the pandemic. We also note
that the emergence of new variants and resumed travel should
support volumes despite the prevalence of vaccines. Moreover, we
highlight the rapid pick-up of routine and specialty testing across
the entire industry, underscoring the solidity of the demand.
Prevalence of chronic disease and increased awareness and demand
for early diagnostic are underlying growth drivers that will be
partly offset by pricing cuts to contain healthcare spending.

"Free operating cash flow (FOCF) will be sound, but we assume all
excess cash will be absorbed by acquisitions.We forecast FOCF of at
least EUR120 million in 2021. We forecast FOCF of EUR180
million-EUR200 million on average in the coming two years. While
this is comfortably positive, it remains limited compared with
substantial financial debt amount. We also note that, in 2020, the
group's working capital deteriorated due to increased inventory
levels and lower collection of receivables due to the surge in
demand. We believe this is temporary even though it could last
until later in 2021 because of ongoing stronger-than-usual demand.

"Governance matters could eventually play a bigger role in the
group's credit story. Although we now consider the company as
majority controlled by its owner, we note a complexity in the
capital structure including CDPQ but also various other funds
through special purposes vehicles. In our opinion, this could
translate into misalignment of incentives in case of unexpected
financial distress. Nevertheless, part of this complexity is due to
the French regulatory framework, which imposes having one owning
biologist for each laboratory. We also note that, in the longer
term, this regulation will pose succession considerations that are
not specific to Biogroup, but to all laboratories in France.

"The stable outlook reflects our belief that Biogroup will
successfully integrate the latest acquired assets while maintaining
a very strong operating performance on the back of high volumes of
COVID-19 testing. We therefore forecast a financial leverage on the
cash-interest-paying debt of 5.7x in 2021 and 6.4x in 2022. We also
expect that, despite the weakening contribution from PCR testing in
2022, the company should be able to maintain leverage below 7x.

"We would take a negative rating action if the group's financial
leverage on the cash interest paying debt surpassed 7x and the
group failed to generate FOCF. This could happen due to large
debt-funded transactions with higher multiples that failed to yield
a return on investment. It could also happen following an
unexpected operating setback.

"Given the group's external growth strategy, we believe that an
upgrade is remote, at this stage. It would require the group to
deleverage further and commit to sustaining a financial leverage
below 5x."


ECOTONE HOLDCO III: Moody's Assigns First Time 'B3' CFR
-------------------------------------------------------
Moody's Investors Service has assigned a first-time B3 corporate
family rating and a B3-PD probability of default rating to ECOTONE
HoldCo III S.A.S. ("Ecotone" or "the company", formerly known as
"Wessanen"), a European leading provider of organic food.
Concurrently, Moody's has also assigned a B3 senior secured rating
to the EUR490 million guaranteed first lien senior secured term
loan (upsized from EUR390 million via a EUR100 million fungible
add-on) and to the EUR75 million guaranteed first lien senior
secured revolving credit facility, both due in 2026 and borrowed by
Ecotone. The outlook on all ratings is stable.

Approximately EUR100 million of the term loan (the add-on recently
added to the facility), together with a EUR85 million PIK
instrument borrowed by an entity outside of the restricted group,
which Moody's does not take into account in calculating the
company's debt, and around EUR11 million from the company's cash
balances will be used to finance a shareholder distribution of
around EUR190 million via a partial redemption of existing
preference shares and the associated transaction fees.

"Ecotone's B3 rating balances the company's sound market positions,
particularly in France, the strong fundamentals of the European
organic and healthy food market, the company's flexible cost
structure and our expectation of healthy free cash flow generation,
with the company's niche business focus, its low operating margins
compared to peers, degree of exposure to potential input price
inflation and high financial leverage," says Paolo Leschiutta, a
Moody's Senior Vice President and lead analyst for Ecotone.

"We expect Ecotone to gradually delever towards 6.0x by 2023 from
7.5x today, supported by positive organic growth and operating
margin expansion," adds Mr. Leschiutta.

RATINGS RATIONALE

The B3 rating assigned to Ecotone reflects its solid business
profile mainly thanks to the company's sound market positions,
particularly in France, and the strong market fundamentals of the
European organic and healthy food market, which Moody's expects to
grow at around mid-single digits over the next two to three years.
The rating is also supported by the company's flexible cost
structure and free cash flow generation, and a degree of geographic
diversification despite France, its largest market, represents more
than half of its revenues in 2020.

These strengths are offset by Moody's view that the strong growth
potential and generally high profitability of the sector is likely
to attract increasing competition which might result in gradual
pricing pressures. Despite the current premium price positioning of
organic food products compared to conventional food, the company
displays relatively low operating margins which is partially due to
its strategy to outsource most of the production to third party
manufacturers but also to the fast growth in recent past with
modest focus on cost efficiency. In addition, in common with other
European food companies, Ecotone has, in Moody's view, a degree of
customer concentration as the food retail industries in France and
the UK, in particular, are highly consolidated. In this context,
however, Moody's notes that the company also sells its product
through organic food specialty retailers which somewhat compensate
the exposure to a consolidated retail industry.

The company plans to focus on increasing its internal production
capacity in order to reduce reliance on outsourcing manufacturing
and to be able to satisfy increasing demand. Although this will
result in somewhat higher capex than in the past and will expose
the company to some execution risks, it should also lead to a
gradual improvement in operating margins. Moody's also expects
Ecotone to benefit from further earnings growth owing to supportive
market fundamentals, higher investments in advertising and
promotion, streamlining of brand portfolio, contribution from
recently acquired assets and completion of the company's
restructuring programme.

Topline growth and profitability will help to reduce the company's
financial leverage which remains high pro-forma for the new capital
structure. The rating agency expects Ecotone's gross debt/EBITDA
ratio, as adjusted by Moody's, to be around 7.5x at the end of
2021. Gradual improvements in profitability, however, will support
deleveraging, with the company's financial leverage declining
towards 6.0x by 2023. In this respect, Moody's notes that the
deleveraging assumptions do not assume any further distribution to
shareholders while the existing shareholder loan and new PIK
instruments, currently not included in Moody's adjusted leverage
for the Ecotone restricted group, represent an overhang for the
company as these instruments may be refinanced inside the
restricted group once sufficient financial flexibility develops.

More positively, Moody's recognizes Ecotone's strong operating
performance in 2020, with low double digit like-for-like revenue
growth, as the company benefitted from increased in-home food
consumption during the coronavirus pandemic. The company was also
able to improve profit margins owing to tight control of overheads,
despite a significant increase in advertising and promotion costs.
Ecotone's operating performance remains strong in 2021, with a low
single digit like-for-like revenue growth in January-April.
However, Moody's believes that the company's organic revenue growth
rate in 2021 will be flattish because of the gradual normalization
of demand after a very strong 2020.

LIQUIDITY

Ecotone has adequate liquidity, supported by Moody's expectation
that the company will maintain positive free cash flow generation,
with only modest working capital and cash flow seasonality during
the year. Despite an expected increase in capital spending
(including lease payments) towards EUR30 million per year, the
company's funds from operations of over EUR50 million per year will
be more than sufficient to cover these investments and moderate
working capital absorption.

In addition, as of April 30, 2021, the company had a cash balance
of EUR21 million and access to a fully undrawn EUR75 million RCF.
Moody's expects that the RCF will remain largely undrawn, with
ample headroom under the springing covenant, which requires the
senior secured net leverage ratio to be below 9.2x, tested only
when drawings exceed 40% of the total commitment. The company also
has a long-dated debt maturity profile, with both the term loan and
the RCF due in 2026.

Ecotone also has access to a non-recourse receivables factoring
programme, which was used for approximately EUR42 million as of
December 2020, which allowed the company to reduce its working
capital needs during the year and release cash. However, Moody's
adds this amount back to the company's debt, as the rating agency
believes that the working capital release may unwind, resulting in
higher need for funding, in case the programme is cancelled.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

In line with other food manufacturers, Ecotone has modest
environmental and social risks. The former is mainly related to the
sustainability of procurement of certain raw materials, and the
latter related to the need to adapt product offering to fast
changing consumer behaviours and preferences. In this respect,
Ecotone's product offering with clear focus on organic and
plant-based products is well positioned to capture higher demand
compared to more mature and traditional products.

From a corporate governance perspective, Ecotone is approximately
60% owned by PAI Partners, which in line with private equity
ownership, is likely to maintain a high level of tolerance for
leverage, as well as appetite for small, debt-funded acquisitions.
The shareholders' decision to make a sizeable debt-financed
shareholder distribution at the expense of increasing the company's
leverage is a sign of aggressive financial policy that favors
shareholders over creditors, in Moody's view. In addition, Moody's
expects that the company might also pursue bolt-on acquisitions.
Although the size of such acquisitions is likely to be modest,
there is a risk that a larger-than-usual debt-financed acquisition
might delay the company's deleveraging.

STRUCTURAL CONSIDERATIONS

The B3 ratings on Ecotone's EUR490 million first lien senior
secured term loan (including the EUR100 million fungible add-on)
and the EUR75 million first lien senior secured RCF are in line
with the CFR, reflecting the fact that these instruments rank pari
passu and represent the majority of the company's debt. These
facilities benefit from the same security package, comprising
pledges over shares, bank accounts and intercompany receivables,
and are guaranteed by operating companies of the group representing
at least 80% of the consolidated EBITDA. Moody's views these debt
facilities as unsecured given the weak security package. Moody's
assumes a 50% family recovery rate given the covenant-lite
structure.

Following the proposed transaction, the broader group's capital
structure will also include a EUR85 million PIK instrument borrowed
by ECOTONE HoldCo II S.A.S., an entity outside of the restricted
group. Moody's does not include this instrument in the calculation
of Ecotone's debt, given that the proceeds will not enter the
restricted group and the entities of the restricted group will not
guarantee this instrument. All interest on the PIK facility will be
capitalised and there will be no cash leakage from the restricted
group related to this facility.

As of December 31, 2020, Ecotone's reported debt also included a
EUR175.2 million shareholder loan from ECOTONE HoldCo II S.A.S., to
which Moody's assigned a 100% equity credit. Moody's understands
that the EUR100 million add-on raised by Ecotone will be used to
partially repay this loan.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations that Ecotone will
maintain its current competitive positioning while continuing to
grow in the organic food segment and gradually expand its operating
margins, so that its Moody's-adjusted debt/EBITDA would trend
towards 6.5x in 2022, and to generate positive free cash flow. The
stable outlook also factors in Moody's expectation that
debt-financed shareholder distributions will not recur in the next
12-18 months.

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

Positive pressure on the ratings could arise if the company reduces
its Moody's-adjusted debt/EBITDA below 6.0x on a sustainable basis
while maintaining or improving its EBIT margin from the current
level of around 9% and continuing to generate positive free cash
flow. The existence of a PIK instrument outside of the restricted
group limits potential upward pressure on Ecotone's rating because
of the risk that this instrument may be refinanced with debt raised
within the restricted group.

Negative pressure on the rating or outlook could arise if the
company's free cash flow generation deteriorates, turning negative,
or its Moody's-adjusted debt/EBITDA remains above 7.0x for a
prolonged period. The rating could come under immediate negative
pressure in case of a material deterioration in the company's
liquidity.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: ECOTONE HoldCo III S.A.S.

LT Corporate Family Rating, Assigned at B3

Probability of Default Rating, Assigned at B3-PD

BACKED Senior Secured Bank Credit Facility, Assigned at B3

Outlook Action:

Outlook, Assigned Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Ecotone is a leading European food company with a clear focus on
organic and sustainable food offering. The company operates across
several Western European countries, with France accounting more
than half of revenue in 2020, and holds a diversified portfolio of
brands including Allos, Alter Eco, Bjorg, Bonneterre, Clipper,
Isola Bio, Kallo, Tanoshi, Whole Earth and Zonnatura. The group
focuses on six main product categories including Plant-Based
Drinks, Sweets, Veggie Meals, Hot Drinks, Bread and Biscuits
Alternatives and Breakfast Cereals. In 2020, Ecotone reported
revenue of EUR701 million. The company operates nine production
facilities in Europe and has over 1,400 employees. Since 2019,
Ecotone is controlled by funds managed by private equity firm PAI
Partners, which hold approximately 60% of the company, with the
remainder owned by Mr. Charles Jobson, alongside with management.


ECOTONE HOLDCO: S&P Assigns 'B' LongTerm ICR on Dividend Recap
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit and
issue ratings to Ecotone HoldCo III SAS and its term loan B (TLB),
including the proposed add-on.

The stable outlook reflects S&P's view that Ecotone's operating
performance should remain resilient over the next 12 months, with
organic growth and lower reorganization costs, supporting
deleveraging, combined with positive annual free operating cash
flow (FOCF).

Ecotone plans to issue a EUR100 million add-on to its existing term
loan B (TLB) and EUR85 million of new payment-in-kind (PIK) debt,
and it will use EUR11 million of available cash to partly repay
shareholder instruments.

The new debt will likely mean the capital structure remains highly
leveraged, and we estimate S&P Global Ratings-adjusted debt to
EBITDA of about 8.5x in 2021, improving to about 7.0x-7.5x in
2022.

S&P said, "Ecotone should continue to achieve annual organic
revenue growth in the next 12 months although we do not expect a
repeat of 2020's double-digit performance. Ecotone reported
double-digit revenue increase in 2020 thanks to heightened demand
from consumers that were cooking at home and shopping in
health-food stores more often than before the COVID-19 pandemic,
and thanks to its limited exposure to out-of-home consumption that
was severely hit by the COVID-19 -related lockdowns. This also
reflects the company's voluntary reduction of some less-profitable
brands to focus its resources on those that have the highest growth
potential. We think that the market for healthy and sustainable
organic and plant-based packaged food has supportive trends, fueled
by an increasing consumer focus on high-quality ingredients and
aspirations for responsible local consumption. In our view, Ecotone
is well positioned to capture these trends, thanks to its portfolio
of fair-trade brands that include Alter Eco, the B Corp
certification obtained in 2019, and the recent adoption of
Entreprise à mission status. We also view these commitments as
testimony to management's efficient communication of data and
messages to external parties. In addition, we anticipate that
Ecotone will leverage its relationship with distributors to expand
its brands in new countries and successfully launch new products,
and that it will support its growth ambitions with continued
investments in advertising and promotion. Overall, we project that
the company will achieve annual organic growth of about 3%-4%.

"We forecast Ecotone's profit margins will gradually improve in the
next 12 months, although we consider its profitability lower than
peers' in the branded packaged-food space. We estimate that Ecotone
had an EBITDA margin of about 10.2% in 2020, considering about
EUR12.3 million of nonrecurring costs for reorganization and
related to the recent acquisitions of Danival and Little Lunch. We
think that this level of profitability is relatively low due to the
higher cost of sourcing more expensive organic food and fair-trade
products. We forecast nonrecurring costs will remain high in 2021,
at about EUR10 million, then reduce significantly in 2022 as
reorganization efforts are completed. At the same time, we think
that a positive shift in product mix, thanks to increasing sales
from own brands that are more profitable than private-label and
third-party brands, will also support profit margin gains. In our
base case, we forecast Ecotone will achieve an S&P Global
Ratings-adjusted EBITDA margin of close to 11.0% in 2021 and about
12.0%-12.5% in 2022."

Ecotone will likely continue to generate annual FOCF of at least
EUR20 million thanks to good control over its working capital and
limited capital expenditure (capex). The company has low annual
capex requirements because of its asset-light busines model. In
addition, the company has historically maintained good control over
its working capital requirements thanks to its relationships with
supermarkets and health-food stores. Notably, these businesses did
not require delayed payment terms during the initial phase of the
pandemic, and we expect this to continue. That said, S&P expects
FOCF will likely be depressed in 2021, but remain close to EUR20
million, due to high reorganization costs this year and planned
capacity investments in Ecotone's dairy alternative sites. S&P
forecast FOCF will increase thereafter.

S&P said, "We forecast adjusted debt to EBITDA will reach about
8.5x in 2021 and improve to 7.0x-7.5x in 2022, leaving Ecotone
little room for underperformance at the current rating. The
deleveraging trend will likely be supported by increasing sales and
the planned reduction in reorganization costs. Our adjustments to
the EUR490 million TLB and the EUR85 million PIK debt include our
forecast of EUR50 million-EUR55 million in securitized
trade-receivables, about EUR30 million-EUR35 million of operating
lease obligations, and EUR5 million-EUR10 million of
post-retirement obligations.

"The stable outlook reflects our view that Ecotone's operating
performance should remain resilient, with S&P Global
Ratings-adjusted leverage improving to about 7.0x-7.5x in 2022 from
a forecast 8.5x in 2021. We expect the company's deleveraging
efforts to be underpinned by organic revenue growth and improving
profit margins on the back of declining reorganization costs. Under
our base case, we expect FOCF of about EUR20 million in 2021.

"We could lower our rating on Ecotone if the company fails to
improve its leverage to 7.5x or below in 2022. This could result
from significant underperformance caused by, for example, an
unsuccessful marketing strategy, or if reorganization costs remain
high resulting in depressed profit margins for a prolonged period.
We could also lower the rating if the company no longer generates
high FOCF due to, for example, greater than anticipated capex
requirements for efficiency purposes in owned factories.

"We could take a positive rating action if Ecotone's revenue and
EBITDA increase significantly more than our base-case projection,
such that its leverage sustainably falls to below 5.0x. This could
occur due to strong sales growth from new product introductions and
a successful marketing strategy. Under this scenario, we expect
Ecotone will continue generating substantial annual FOCF. We would
also require a firm commitment from the owner to maintain leverage
at this level."


OFFICE DEPOT: ASLI Provides Update on Administration
----------------------------------------------------
Richard Williams at QuotedData reports that Aberdeen Standard
European Logistics Income (ASLI) said it has yet to receive
definitive confirmation from the administrator as to the final
outcome from the completed sales process of Office Depot France,
which fell into administration earlier this year, but said it
believes that it is "increasingly likely that the purchaser of the
business will seek to terminate its tenancy" of the
Meung-sur-Loire warehouse.

According to QuotedData, this loss of income will have an impact on
dividend cover for the full year 2021, but the investment manager
and the board said they were confident of a "positive outcome for
what is a highly attractive asset located in an area with strong
demand fundamentals underpinning stable rents".

The Q4 2020 rent was paid in full and since the appointment of the
administrator, the rent due for February and March 2021 together
with that due for Q2 2021 has also been paid in full, QuotedData
discloses.  In total, one month's rent plus a small element of
deferred rent, amounting in aggregate to EUR258,000, remains
outstanding and is not expected to be collected, QuotedData notes.

The annual passing rent on the property currently represents 5.8%
of the overall portfolio's annual contracted rent, with the company
benefitting from a three-month rental security deposit held at
bank, QuotedData states.

Agents have been appointed to find a new tenant and the investment
manager said it would provide a further update in due course.

ASLI has held discussions with the asset level lending bank
regarding any potential temporary covenant breach, and said the
bank has indicated that it is satisfied with the current position
thereby avoiding any potential rental income cash traps, QuotedData
relates.




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

[*] GERMANY: EU Regulators Approve EUR750MM Travel Refund Scheme
----------------------------------------------------------------
Foo Yun Chee at Reuters reports that EU competition regulators on
July 9 approved a EUR750-million (US$888 million) German scheme for
a fund to reimburse travellers affected by insolvent package travel
organisers due to COVID-19.

According to Reuters, Germany wants to set up a Travel Insolvency
Fund, financed by contributions from package travel organizers,
which will be operational from Nov. 1.

The state guarantee will ensure that sufficient resources are
available to refund consumers for cancelled travel services, in
cases where package travel organizers become insolvent and
available assets in the Fund are insufficient to cover the consumer
refunds, Reuters discloses.






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

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

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

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

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

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

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

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

EUR11,285,000 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 will issue the refinancing Notes in connection with the
refinancing of the following classes of Notes: Class A Notes, Class
B Notes, Class C Notes, Class D Notes, Class E Notes and Class F
Notes due 2029 (the "Refinanced Notes"), previously issued on July
13, 2018 (the "First Refinancing Date"). On the refinancing date,
the Issuer will use the proceeds from the issuance of the
refinancing notes to redeem in full the Refinanced Notes.

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

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

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

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

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

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

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

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

Diversity Score: 48(*)

Weighted Average Rating Factor (WARF): 2900

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 4.25%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 8.5 years


CAIRN CLO V: Moody's Affirms B3 Rating on EUR8MM Class F-R Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Cairn CLO V DAC:

EUR25,000,000 Class B-1-R Senior Secured Floating Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Sep 21, 2020 Affirmed Aa2
(sf)

EUR7,000,000 Class B-2-R Senior Secured Fixed Rate Notes due 2030,
Upgraded to Aa1 (sf); previously on Sep 21, 2020 Affirmed Aa2 (sf)

EUR20,500,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A1 (sf); previously on Sep 21, 2020
Affirmed A2 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR183,800,000 Class A-R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Sep 21, 2020 Affirmed Aaa
(sf)

EUR15,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa2 (sf); previously on Sep 21, 2020
Confirmed at Baa2 (sf)

EUR20,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Sep 21, 2020
Confirmed at Ba2 (sf)

EUR8,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B3 (sf); previously on Sep 21, 2020
Downgraded to B3 (sf)

Cairn CLO V DAC, issued in July 2015, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European and US loans. The portfolio is managed by Cairn
Loan Investments LLP ("Cairn Loan Investments"). The transaction's
reinvestment period will end in July 2021.

RATINGS RATIONALE

The rating upgrades on the Class B-1-R, B-2-R and C-R Notes are
primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in July 2021.

The affirmations on the ratings on the Class A-R, D-R, E-R and F-R
Notes are primarily a result of the expected losses on the notes
remaining consistent with their current ratings after taking into
account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralization (OC) levels.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR296.2 million

Defaulted Securities: EUR3.5 million

Diversity Score: 43

Weighted Average Rating Factor (WARF): 2874

Weighted Average Life (WAL): 4.49 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.68%

Weighted Average Coupon (WAC): 3.86%

Weighted Average Recovery Rate (WARR): 45.44%

Par haircut in OC tests and interest diversion test: none

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

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.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in May 2021. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by (1) the manager's investment strategy and behaviour
and (2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded
ambiguities.

Additional uncertainty about performance is due to the following:

Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.


CONTEGO CLO IX: S&P Assigns Prelim. B- Rating on Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Contego CLO IX DAC's class A, B-1, B-2, C, D, E, and F notes. The
issuer also issued unrated subordinated notes.

This is a European cash flow CLO transaction, securitizing a pool
of primarily syndicated senior secured loans or bonds. The
portfolio's reinvestment period ends approximately four and half
years after closing, and the portfolio's maximum average maturity
date is eight and half years after closing. Under the transaction
documents, the rated notes pay quarterly interest unless there is a
frequency switch event. Following this, the notes will switch to
semiannual payment.

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

  Portfolio Benchmarks
                                                          CURRENT
  S&P Global Ratings weighted-average rating factor      2,907.23
  Default rate dispersion                                  475.27
  Weighted-average life (years)                              5.13
  Obligor diversity measure                                129.31
  Industry diversity measure                                19.20
  Regional diversity measure                                 1.26

  Transaction Key Metrics
                                                          CURRENT
  Total par amount (mil. EUR)                                 450
  Defaulted assets (mil. EUR)                                   0
  Number of performing obligors                               146
  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                           'B'
  'CCC' category rated assets (%)                            0.00
  'AAA' weighted-average recovery (%)                       35.32
  Weighted-average spread net of floors (%)                  3.80
S&P said, "In our cash flow analysis, we modeled the EUR450 million
target par amount, the actual weighted-average spread of 3.80%, the
reference weighted-average coupon of 4.00%, and the actual
weighted-average recovery rates for all rated notes. 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% floating-rate assets (i.e., the fixed-rate bucket is
0%) and where the fixed-rate bucket is fully utilized (in this
case, 10%).

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

"We expect the transaction's legal structure 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 preliminary
ratings are commensurate with the available credit enhancement for
the class A, B-1, B-2, C, D, and E notes. Our credit and cash flow
analysis indicates that the available credit enhancement for the
class B-1, B-2, C, D, and E notes is commensurate with higher
ratings than those we have assigned. However, as the CLO will have
a reinvestment period, during which the transaction's credit risk
profile could deteriorate, we have capped our assigned ratings on
these notes.

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

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

-- S&P's BDR at the 'B-' rating level is 27.28% versus a portfolio
default rate of 15.90% if we were to consider a long-term
sustainable default rate of 3.1% for a portfolio with a
weighted-average life of 5.13 years.

-- Whether the tranche is vulnerable to non-payment in the near
future.

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

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

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

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

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit the manger from investing in activities related to
extraction of thermal coil and fossil fuels, oil sands and
pipelines, controversial weapons, endangered species, pornography,
adult entertainment or prostitution, tobacco, payday lending,
opioids, food commodity derivatives, palm oil and palm fruit
products, any unlicensed and unregistered financing, hazardous
chemicals, and ozone-depleting substances. 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   PRELIM.     PRELIM.    SUB (%)   INTEREST RATE*
          RATING      AMOUNT  
                    (MIL. EUR)  
  A       AAA (sf)     274.50    39.00   Three/six-month EURIBOR  

                                         plus 0.95%
  B-1     AA (sf)       31.50    29.00   Three/six-month EURIBOR
                                         plus 1.60%
  B-2     AA (sf)       13.50    29.00   2.00%
  C       A (sf)        31.16    22.08   Three/six-month EURIBOR
                                         plus 2.15%
  D       BBB (sf)      31.28    15.13   Three/six-month EURIBOR
                                         plus 3.00%
  E       BB- (sf)      24.21     9.75   Three/six-month EURIBOR
                                         plus 6.01%
  F       B- (sf)       13.50     6.75   Three/six-month EURIBOR
                                         plus 8.64%
  Sub     NR            37.65     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.
NR--Not rated.
N/A--Not applicable.


EURO-GALAXY IV CLO: Moody's Rates to EUR8.7MM Class F Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by
Euro-Galaxy IV CLO DAC (the "Issuer"):

EUR198,400,000 Class A Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR30,400,000 Class B Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aa2 (sf)

EUR19,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR22,400,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR18,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR8,700,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

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

PineBridge Investments Europe Limited ("PineBridge") will manage
the CLO. It will direct the selection, acquisition and disposition
of collateral on behalf of the Issuer and may engage in trading
activity, including discretionary trading, during the transaction's
four and a half year and 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: EUR320,000,000

Defaulted Par: EUR0 as of April 3, 2021

Diversity Score: 50

Weighted Average Rating Factor (WARF): 3065

Weighted Average Spread (WAS): 3.40%

Weighted Average Coupon (WAC): 5.50%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 8.5 years


PENTA CLO 9: Fitch Assigns Final B- Rating on Class F Tranche
-------------------------------------------------------------
Fitch Ratings has assigned Penta CLO 9 DAC final ratings:

    DEBT                    RATING              PRIOR
    ----                    ------              -----
Penta CLO 9 DAC

A XS2344756577       LT  AAAsf   New Rating   AAA(EXP)sf
B-1 XS2344756494     LT  AAsf    New Rating   AA(EXP)sf
B-2 XS2344756650     LT  AAsf    New Rating   AA(EXP)sf
C XS2344756734       LT  Asf     New Rating   A(EXP)sf
D XS2344756817       LT  BBB-sf  New Rating   BBB-(EXP)sf
E XS2344757898       LT  BB-sf   New Rating   BB-(EXP)sf
F XS2344757971       LT  B-sf    New Rating   B-(EXP)sf
Subordinated Notes   LT  NRsf    New Rating   NR(EXP)sf
XS2344758193

TRANSACTION SUMMARY

Penta CLO 9 DAC is a securitization of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by Partners Group. The
collateralised loan obligation (CLO) has a 5.1-year reinvestment
period and a 9.1-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 33.34.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is
63.42%.

Diversified Asset Portfolio (Positive): The transaction has four
Fitch test matrices corresponding to two top 10 obligors'
concentration limits of 15% and 23%; and two maximum fixed rate
asset limits at 0% and 5% respectively. The transaction also
includes various concentration limits, including the maximum
exposure to the three largest (Fitch-defined) industries in the
portfolio at 40%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.

Portfolio Management (Positive): The transaction has a 5.1-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Deviation from Model-implied Rating (Negative): The class B, C, D,
E and F notes' ratings are one notch higher than the model-implied
ratings (MIR). The ratings are supported by the significant default
cushion on the identified portfolio at the assigned ratings due to
the notable cushion between the covenants of the transaction and
the portfolio's parameters including a higher diversity (138
obligors) for the identified portfolio.

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

RATING SENSITIVITIES

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

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

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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


PENTA CLO 9: S&P Assigns Prelim B- Rating on Class F Notes
----------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Penta CLO
9 DAC's class A, B-1, B-2, C, D, E, and F notes. At closing, the
issuer will also issue EUR36.45 million of unrated subordinated
notes.

  Portfolio Benchmarks
                                                       CURRENT
  S&P Global Ratings weighted-average rating factor   2,758.01
  Default rate dispersion                               507.28
  Weighted-average life (years)                           5.41
  Obligor diversity measure                             126.23
  Industry diversity measure                             17.02
  Regional diversity measure                              1.34
  Weighted-average rating                                  'B'
  'CCC' category rated assets (%)                         1.46
  'AAA' weighted-average recovery rate                   35.39
  Weighted-average spread (net of floors; %)              3.63
  Weighted-average coupon (%)                             3.33

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

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, a weighted-average spread of 3.55%, the
reference weighted-average coupon (4.00%), and the weighted-average
recovery rates as calculated under our CLO criteria. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1, B-2, C, and D notes could
withstand stresses commensurate with higher ratings than those we
have assigned. However, the CLO benefits from a reinvestment period
until July 25, 2026, during which the transaction's credit risk
profile could deteriorate, subject to CDO monitor results. We have
therefore capped our preliminary ratings assigned to the notes.

"Elavon Financial Services DAC is the bank account provider and
custodian. At closing, we expect its documented replacement
provisions to be in line with our counterparty criteria for
liabilities rated up to 'AAA'.

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for 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 to E notes
to five of the 10 hypothetical scenarios we looked at in our
publication, "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020.

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector (see "ESG Industry Report Card: Collateralized Loan
Obligations," March 31, 2021). Primarily due to the diversity of
the assets within CLOs, the exposure to environmental credit
factors is viewed as below average, social credit factors are below
average, and governance credit factors are average. For this
transaction, the documents prohibit assets from being related to
the following industries (non-exhaustive list): tobacco,
controversial weapons, and thermal coal and fossil fuels from
unconventional sources. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Partners Group
(UK) Management Ltd.

  Ratings List

  CLASS    PRELIM. RATING    AMOUNT (MIL. EUR)
  A           AAA (sf)         243.00
  B-1         AA (sf)           33.50
  B-2         AA (sf)            9.00
  C           A (sf)            26.50
  D           BBB (sf)          28.00
  E           BB- (sf)          20.00
  F           B- (sf)           12.00
  Sub notes   NR                36.45

  NR--Not rated.


PERRIGO COMPANY: Moody's Assigns Ba1 CFR & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Perrigo Company plc and related subsidiaries (together
"Perrigo")to Ba1 (LGD4) from Baa3. Moody's also assigned a Ba1
Corporate Family Rating, Ba1-PD Probability of Default Rating, and
SGL-1 Speculative Grade Liquidity Rating. The outlook was revised
to stable from rating under review. This action concludes the
rating review initiated on March 2, 2021.

On July 6, 2021, Perrigo closed on the sale of its generic
pharmaceutical business ("RX") for $1.55 billion to private equity
firm, Altaris Capital. The ratings downgrade to speculative grade
reflects Moody's view of a shift in Perrigo's financial policy that
will result in moderately high financial leverage for several
years. Moody's views this as a governance risk consideration that
is material to the rating. Pro forma for the sale, Moody's
estimates that Perrigo's debt/EBITDA will be above 5.5x. Moody's
assumes that the vast majority of Perrigo's more than $2 billion in
cash will be used for M&A which will help Perrigo delever overtime.
But with high purchase multiples for consumer businesses relative
to its sale of RX, Moody's believes debt/EBITDA will remain well
above 4.0x for the next few years. Lastly, Perrigo has sizeable
unresolved tax liabilities and the potential for a settlement
payment could increase Perrigo's financial leverage or delay its
ability to delever. The timing and magnitude of a potential
settlement remain highly uncertain.

The stable outlook reflects Moody's view that Perrigo will be able
to delever towards 4.5x through acquired EBITDA and/or debt
repayment over the next 12-18 months. The stable outlook does not
incorporate an assumption for a potential resolution to Perrigo's
tax liabilities over that period.

Moody's took the following action on Perrigo Company plc and
related subsidiaries:

Assignments:

Perrigo Company plc

Corporate Family Rating, assigned Ba1

Probability of Default Rating, assigned Ba1-PD

Speculative Grade Liquidity Rating, assigned SGL-1

Ratings downgraded:

Perrigo Company plc

Senior unsecured rating, downgraded to Ba1 (LGD4) from Baa3

Perrigo Finance Unlimited Company

Backed senior unsecured rating, downgraded to Ba1 (LGD4) from Baa3

Outlook actions:

Perrigo Company plc and Perrigo Finance Unlimited Company

Outlooks, changed to Stable from Rating Under Review.

RATINGS RATIONALE

Perrigo's Ba1 Corporate Family Rating is supported by its leading
positions in the relatively stable over-the-counter (OTC) market in
US and Europe. Perrigo has good scale, as well as good product and
customer diversity. Earnings growth will outpace revenue growth for
the next few years, driven by cost savings and portfolio mix shifts
towards higher margin products.

Constraining Perrigo's Ba1 rating is its elevated financial
leverage, which Moody's estimates is above 5.5x for the LTM March
31, 2021, pro forma for the sale of its RX business. Deleveraging
will be dependent on Perrigo's cash deployment, over $2 billion
today, for M&A and/or debt repayment.

The SGL-1 Speculative Grade Liquidity Rating reflects Perrigo's
very good liquidity, with a significant cash balance of more than
$2 billion after proceeds from the sale of its RX business. Moody's
believes Perrigo will generate good free cash flow of around $200
million, although working capital swings can be volatile. Perrigo
pays a dividend, which in 2021, will approximate $130 million.
Perrigo has a $600 million term loan that matures in August 2022.
Perrigo also has a fully undrawn $1 billion unsecured revolver that
expires in March 2023. Perrigo's term loan has a 3.75x maximum net
leverage covenant and a 3.0x minimum interest coverage covenant.

ESG considerations are material to the rating. Social
considerations include Perrigo's disputed tax liabilities with
Irish and US tax authorities which raise the risk of a potentially
large cash outflow to resolve in the future. Governance
considerations include Perrigo's aggressive approach to M&A in
light of its unresolved tax liabilities.

Moody's rates all of Perrigo's unsecured bonds Ba1, the same as its
Ba1 Corporate Family Rating. All of Perrigo's bonds and bank
facilities (unrated) are unsecured and unconditionally guaranteed
by Perrigo Company plc, the parent company. All of the debt is pari
passu.

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

Factors that could lead to an upgrade include a demonstration of
more conservative financial policies, such that Moody's expects
debt/EBITDA to be sustained below 3.5x.

Factors that could lead to a downgrade include if debt/EBITDA is
expected to be sustained above 4.5x and weakened liquidity.

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


RICHMOND PARK: Moody's Affirms Caa1 Rating on Class F Notes
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Richmond Park CLO Designated Activity Company:

EUR18,500,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aa1 (sf); previously on Sep 8, 2020 Affirmed Aa2
(sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aa1 (sf); previously on Sep 8, 2020 Affirmed Aa2 (sf)

EUR23,100,000 Class B-3 Senior Secured Floating Rate Notes due
2031, Upgraded to Aa1 (sf); previously on Sep 8, 2020 Affirmed Aa2
(sf)

EUR13,000,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A1 (sf); previously on Sep 8, 2020
Affirmed A2 (sf)

EUR21,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A1 (sf); previously on Sep 8, 2020
Affirmed A2 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR321,900,000 Class A Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Sep 8, 2020 Affirmed Aaa
(sf)

EUR22,800,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa2 (sf); previously on Sep 8, 2020
Confirmed at Baa2 (sf)

EUR31,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba3 (sf); previously on Sep 8, 2020
Downgraded to Ba3 (sf)

EUR14,300,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Caa1 (sf); previously on Sep 8, 2020
Downgraded to Caa1 (sf)

Richmond Park CLO Designated Activity Company, issued in January
2014, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European and US
loans. The portfolio is managed by Blackstone Ireland Limited. The
transaction's reinvestment period will end in July 2021.

RATINGS RATIONALE

The rating upgrades on the Class B-1, B-2, B-3, C-1 and C-2 Notes
are primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in July 2021.

The affirmations on the ratings on the Class A, D-R, E-R and F
Notes are primarily a result of the expected losses on the notes
remaining consistent with their current ratings after taking into
account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralization (OC) levels.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR511.57 million

Defaulted Securities: EUR0

Diversity Score: 56

Weighted Average Rating Factor (WARF): 2932

Weighted Average Life (WAL): 4.44 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.43%

Weighted Average Coupon (WAC): 3.94%

Weighted Average Recovery Rate (WARR): 45.44%

Par haircut in OC tests and interest diversion test: none

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

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.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as swap provider, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in May 2021. Moody's concluded the
ratings of the notes are not constrained by these risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by (1) the manager's investment strategy and behaviour
and (2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded
ambiguities.

Additional uncertainty about performance is due to the following:

Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.


TORO EUROPEAN 3: S&P Assigns Prelim. B- Rating on Cl. F Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Toro
European CLO 3 DAC's class X, A, B-1, B-2, C, D, E, and F notes. At
closing, the issuer will also issue additional subordinated notes
to bring the total issuance to EUR46 million.

The preliminary ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio Benchmarks
                                                        CURRENT
  S&P weighted-average rating factor                   2,792.59
  Default rate dispersion                                710.85
  Weighted-average life (years)                            3.94
  Obligor diversity measure                              100.69
  Industry diversity measure                              19.11
  Regional diversity measure                               1.28

  Transaction Key Metrics
                                                        CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                          B
  'CCC' category rated assets (%)                         4.65%
  Covenanted 'AAA' weighted-average recovery (%)          36.51
  Covenanted weighted-average spread (%)                   3.70
  Covenanted weighted-average coupon (%)                   3.40

Workout obligations

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

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

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

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

The coverage tests passing after such purchase.

The use of principal proceeds is subject to:

-- The obligation having a principal balance at least equal to its
purchase price.

-- Passing par value tests and reinvestment test.

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

-- The balance in the principal account is a positive amount after
such purchase.

Workout obligations purchased with principal proceeds, which have
limited deviation from the eligibility criteria will receive
collateral value credit for overcollateralization carrying value
purposes. Workout obligations purchased with interest or collateral
enhancement proceeds will receive zero credit. Any distributions
received from workout obligations purchased with the use of
principal proceeds will form part of the issuer's principal account
proceeds and cannot be recharacterized as interest. Any other
amounts can form part of the issuer's interest account proceeds.
The manager may, at their sole discretion, elect to classify
amounts received from any workout obligations as principal
proceeds.

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

Rating rationale

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

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

"In our cash flow analysis, we used the EUR350 million target par
amount, the covenanted weighted-average spread (3.70%), the
reference weighted-average coupon (3.40%), and the actual
weighted-average recovery rates of the portfolio. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

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

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

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

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

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

-- The available credit enhancement for this class of notes is in
the same range as other CLOs that 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 said, "Our model generated breakeven default rate (BDR) at the
'B-' rating level of 24.34% (for a portfolio with a
weighted-average life of 4.50 years), versus if we were to consider
a long-term sustainable default rate of 3.1% for 4.50 years, which
would result in a target default rate of 13.95%.

"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 E notes
to five of the 10 hypothetical scenarios we looked at in our
publication "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020.

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries if
certain conditions are met (non-exhaustive list): thermal coal
production, production of or trade in controversial weapons,
manufacturing of tobacco, involvement in pornography, prostitution
or human trafficking, forced child labor, and severe environmental
damage. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Chenavari
Credit Partners LLP.

  Ratings List

  CLASS    PRELIM    PRELIM AMOUNT   INTEREST RATE    CREDIT
           RATING      (MIL. EUR)        (%)        ENHANCEMENT(%)
  X        AAA (sf)         1.50      3mE + 0.60        N/A
  A        AAA (sf)       213.50      3mE + 0.99      39.00
  B-1      AA (sf)         28.00      3mE + 1.75      28.14
  B-2      AA (sf)         10.00            2.10      28.14
  C        A (sf)          23.50      3mE + 2.45      21.43
  D        BBB- (sf)       22.50      3mE + 3.45      15.00
  E        BB- (sf)        19.00      3mE + 6.30       9.57
  F        B- (sf)          9.00      3mE + 8.99       7.00
  Subordinated   NR        46.00          N/A           N/A

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




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

ARVOS MIDCO: Moody's Lowers CFR to Caa2, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Arvos Midco S.a r.l. to Caa2 from Caa1 and the company's
probability of default rating to Caa2-PD from Caa1-PD.
Concurrently, the instrument ratings on the guaranteed first lien
senior secured term loan B maturing in August 2023 and the
guaranteed senior secured revolving credit facility maturing in May
2023 at Arvos BidCo S.a.r.l. were downgraded to Caa2 from Caa1. The
outlook on both entities remains negative.

RATINGS RATIONALE

Moody's downgrade of Arvos' CFR to Caa2 from Caa1 follows it weak
year-to-date operating performance and Moody's expectation of very
high financial leverage and negative free cash flow (FCF)
generation in fiscal year ending March 2022 (fiscal 2022). The
company is now expecting company-adjusted EBITDA and reported
EBITDA of around EUR52 million and EUR37 million, respectively,
compared to the management's target of EUR62 million and EUR61
million as of January 2021. Assuming the company's recent EBITDA
guidance, which includes assumptions around recovery of order
intake, revenues and profitability from the second half of fiscal
2022, Moody's adjusted Debt/EBITDA will exceed 10x, interest
coverage (EBITA/ Interest) will remain below 1.0x and FCF (after
interest paid) will be negative in fiscal 2022. These metrics
reflect an unsustainable capital structure, which may create a
challenge for the refinancing of the debt maturities in 2023. In
addition, the rating considers the lack of meaningful shareholder
support, as demonstrated by no additional equity injection from the
shareholder. The amend and extend transaction completed in February
2021 addressed the near-term refinancing risk but has not reduced
the company's debt burden and led to an increased cash interest.
The shareholder has provided an equity injection of around EUR10
million to fund the transaction-related costs.

Arvos' liquidity profile is weak, mostly supported by EUR26 million
of cash balance and EUR16 million availability under its EUR28
million revolving credit facility (RCF) due in May 2023. In
addition, the company relies on short-term overdraft facilities,
which were drawn by EUR18 million as of March-end 2021. The
headroom under the minimum EBITDA covenant, which is tested
quarterly, was at 9% or EUR3.4 million in absolute terms as of
March-end 2021 and is expected to remain around EUR3 - EUR4 million
in the first two quarters of fiscal 2022. Moody's believes that
there is a high likelihood of a further tightening of liquidity and
covenant headroom in the fourth quarter of fiscal 2022 should the
company fail to improve its profitability and reduce its cash burn
from current levels.

The rating continues to be supported by Arvos' position as strong
competitive position in certain niches of the industrial equipment
market. Given strong market positions of Arvos in its niche markets
and the criticality of its products, its customers are expected to
postpone orders rather than cancel them, especially as aftermarket
activities are concerned. However, visibility regarding the pace of
recovery in its aftermarket and new equipment business remains low
due to the uncertainty caused by the economic crisis, as well as by
the raw material price volatility, which continues to constrain
investment decision-making at Arvos' customers. Company's order
backlog at May-end 2021 remains around 35% below the pre-pandemic
level as of December-end 2019.

OUTLOOK

The negative outlook reflects Moody's concerns over the long-term
sustainability of the company's current capital structure and the
increased risk of a default or a distressed exchange.

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

The ratings could be upgraded with a meaningful improvement in
operating performance, liquidity and in Moody's assessment of the
sustainability of the capital structure.

Further downward pressure on the ratings could materialize should
operating performance or liquidity continue to weaken or should
Moody's assessment of the likelihood of a default increase.

STRUCTURAL CONSIDERATIONS

In Moody's assessment of the priority of claims in a default
scenario for Arvos, Moody's distinguish between two layers of debt
in the capital structure. First, the senior secured RCF, the senior
secured first-lien term loans B and trade payables rank pari passu
on top of the capital structure. Then, behind these debt
instruments are pension and lease obligations. The ratings of the
first-lien instruments are aligned with the CFR at Caa2. Part of
Arvos' equity is provided by way of a shareholder loan, which
Moody's considers an equity-like instrument.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Arvos Midco S.a r.l. (formerly Alison Midco S.a.r.l.) is the parent
company of Arvos BidCo S.a.r.l., the parent company of the Arvos
Group. Arvos is an auxiliary power equipment provider operating in
new equipment and offering aftermarket services through two
business divisions: Ljungström for Air Preheaters (APH), including
air preheaters and gas-gas heaters for thermal power generation
facilities; and Schmidt'sche Schack for Heat Transfer Solutions
(HTS) for a wide range of industrial processes mainly in the
petrochemical industry (Transfer Line Exchangers, Waste Heat Steam
Generators and High-Temperature Products). In fiscal year ended
March 2021, Arvos generated EUR254 million of sales and
company-adjusted EBITDA of around EUR40 million. Arvos Group is a
carve-out from Alstom and is fully owned by Triton funds and by its
management.




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

IHS NETHERLANDS: Moody's Withdraws B2 CFR Following Reorganization
------------------------------------------------------------------
Moody's Investors Service has withdrawn the B2 corporate family
rating and B2-PD probability of default rating assigned to IHS
Netherlands Holdco B.V. following the consent solicitation approval
from note holders. At the same time Moody's has affirmed the B2
ratings assigned to the backed senior unsecured notes issued by IHS
Netherlands. The outlook is negative.

RATINGS RATIONALE

Moody's has withdrawn the CFR and probability of default ratings
assigned to IHS Netherlands due to a corporate reorganization.

IHS Netherlands announced on June 22, 2021 that the proposed
amendments to the senior unsecured note documentation came into
effect following majority approval from existing note holders. The
amendments has resulted in the widening of the restricted group to
include IHS Holding Limited (IHS Holding; B2 negative) and its
subsidiaries with IHS Holding becoming a guarantor to the senior
unsecured notes issued by IHS Netherlands. As a result, Moody's has
repositioned the CFR and probability of default ratings to the
parent, IHS Holding, as announced on the June 14, 2021.
https://www.moodys.com/research/--PR_443306

The affirmation of the B2 ratings on the senior unsecured notes is
in line with IHS Holding's CFR reflecting the wider restricted
group and pari passu nature of the notes with the senior credit
facilities and IHS Holding's $225 million revolving credit
facility. The notes benefit from IHS Holding joining the existing
guarantor group, comprising of IHS Netherlands NG1 B.V., IHS
Netherlands NG2 B.V., Nigeria Tower Interco B.V., IHS Nigeria
Limited, IHS Towers NG Limited and INT Towers Limited (INT).

The $1.45 billion notes and $455.5 million term loans issued by IHS
Netherlands Holdco B.V. will continue to benefit from the same
upstream guarantees from the Nigerian operations. However, they
will be structurally subordinated to the cash flows and debt of
non-guarantor subsidiaries, comprising IHS Holding's operations in
the rest of Africa, Middle East and Latin America. Moody's notes
that the non-guarantor subsidiaries do not benefit from any
Nigerian upstream guarantees and that the size of the non-guarantor
subsidiary debt is not material representing 12% of total debt
(excl lease liabilities) as of 2020. The bond amendments however
allow IHS Holding to increase the proportion of non-guarantor debt
to give the company financial flexibility to grow and fund its
operations outside of Nigeria. Based on the proposed non-guarantor
debt basket (200% of consolidated EBITDA, subject to the
consolidated net debt/ EBITDA remaining below 4x), Moody's
estimates IHS Holding has the capacity to increase the
non-guarantor debt by a further $1.4 billion. While Moody's does
not expect a sudden increase in non-guarantor debt, Moody's will
monitor the evolution of cash flows, assets and debt levels of the
non-guarantor subsidiaries, which if significant could lead Moody's
to revisit the impact on the senior unsecured bond rating relative
to the CFR.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook is the same as IHS Holding's negative outlook,
reflecting the high operational concentration in Nigeria, exposing
the company to the heightened risks associated with the operating
environment in Nigeria. The rating outlook is in line with the
negative outlook on the Nigerian sovereign rating.

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

Given IHS Holding's concentration in Nigeria, an upgrade is
unlikely in the next 12 months. An upgrade would depend on the
Nigerian foreign currency ceiling and government bond rating being
upgraded or there is significant diversification into jurisdictions
that have stronger credit qualities than Nigeria. In addition, IHS
Holding's would need to demonstrate (1) debt/EBITDA is sustainably
below 4.5x; (2) a track record of positive free cash flow (FCF)
generation; and (3) its strong liquidity is maintained.

A downgrade of the Nigerian foreign currency ceiling or government
bond rating would lead to a downgrade of IHS Holding's rating.
Moody's would also consider a downgrade if one or a combination of
the following occurs (1) Moody's adjusted debt/EBITDA is trending
towards 5.5x; (2) FCF is negative on a sustained basis; (3) IHS
Holding's liquidity weakens or has difficulties in repatriating
funds out of Nigeria for a prolonged period; or (4) there is a
deterioration of one of its major tenants, causing a material
weakening of credit metrics.

PRINCIPAL METHODOLOGY

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


STEINHOFF INT'L: May Release Revised Proposal to Resolve Claims
---------------------------------------------------------------
Janice Kew at Bloomberg News reports that Steinhoff International
Holdings NV may soon release a revised proposal to resolve more
than US$8 billion of legal claims against the retailer after a
previous deal recently fell through.

According to Bloomberg, the company "is considering its options"
after a South African court ruled on July 2 that the deal related
to debt refinancing was void.  Steinhoff still believes that "a
global settlement is in the interest of all parties," and will
"strive to achieve one," a spokesman said on July 7 by phone,
Bloomberg relates.  This is expected to include a revised offer to
be made shortly, Bloomberg notes.

The legal claims were made against the retailer by investors and
funders following an accounting scandal in 2017 that almost wiped
out the company, leading to revelations that its profit had been
artificially inflated by ZAR106 billion (US$7.4 billion) over more
than a decade, Bloomberg discloses.

In the year since the original US$1 billion proposal was announced,
there have been efforts by various claimants to squeeze more out of
the deal, Bloomberg relays.

Steinhoff has managed to get most of the insurers that provided it
director-liability policies and Deloitte LLP, the auditors at the
time of the scandal, to throw more money into the pot for
distribution among claimants, Bloomberg states.  The Stellenbosch,
South Africa-based company also had to get consent from its
financial creditors for a further debt extension to at least
mid-2023, Bloomberg recounts.

According to Bloomberg, while the company has continued to navigate
these challenges, the ruling has left Steinhoff with roughly three
options: to appeal, which would likely take time Steinhoff doesn't
have; to liquidate more assets; or get lenders to agree to a larger
settlement that would reduce their security and allow Steinhoff to
offer more money to other claimants.  Any decision could include a
combination of these choices, Bloomberg notes.

Steinhoff International Holdings NV's registered office is located
in Amsterdam, Netherlands.




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

TINKOFF BANK: Moody's Alters Outlook on Ba3 Ratings to Positive
---------------------------------------------------------------
Moody's Investors Service affirmed the long-term foreign and local
currency bank deposit ratings and local currency senior unsecured
debt rating of Tinkoff Bank at Ba3 and changed the outlook on these
ratings to positive from stable. Concurrently, Moody's affirmed the
bank's Baseline Credit Assessment and Adjusted BCA of ba3, its
long-term local and foreign currency Counterparty Risk Ratings of
Ba2 and its long-term Counterparty Risk Assessment (CR Assessment)
of Ba2(cr). The bank's short-term local and foreign currency
deposit ratings and short-term local and foreign currency CRRs of
Not Prime, as well as its short-term CR Assessment of Not Prime(cr)
were affirmed.

RATINGS RATIONALE

The outlook revision on Tinkoff's ratings to positive from stable
is driven by the bank's strengthening business diversification with
increasing share of non-credit business revenue stream, which makes
its earnings less cyclical and underpins loss absorption capacity.

The affirmation of Tinkoff's ratings and rating assessments
reflects the bank's demonstrated resilience to the recent economic
downturn in Russia, underpinned by (1) its robust loss absorption
capacity owing to solid earnings generation; (2) flexible business
model, profitable through the credit cycle; and (3) sound liquidity
cushion, supported by short asset duration and low reliance on
wholesale funding. At the same time, the ratings remain constrained
by the bank's exposure to unsecured consumer lending, active
business growth and regulatory and competitive pressure in Russia.

The share of earnings from consumer lending declined to 61% in
total revenue and 63% in pre-tax income as of end 2020 driven by
the development of transactional and servicing business lines, such
as retail debit card, investments brokerage, SME settlement
services, acquiring and insurance amid active client base expansion
and widened product range. Being positioned as a digital financial
& lifestyle ecosystem the bank benefits from constant customer base
growth, which underpins its revenue stream and funding base. Total
number of active customers increased to 10.3 million in Q1 2021
from 7.2 million a year ago, ranking Tinkoff the third largest by
number of active customers in the financial sector in Russia.

Tinkoff's strong earnings generation, further supported by
increasing revenue diversification, shields it from the reversal of
the credit cycle. The bank has flexible digital business model with
around 30% of its operating expenses referred to customer
acquisition costs, which can be reduced in a downturn. Tinkoff
reported robust profitability results with return on assets (ROA)
of 6.5% in Q1 2021, being the strongest among peers. Moody's
expects the bank's profitability to decline but become less
volatile with the forecasted solid ROA of 5% in the next 18-24
months given lowering risk profile and narrowing net interest
margin amid growing share of secured loans and the development of
transactional business.

Tinkoff's asset risk stems mainly from unsecured consumer lending.
At the same time, the share of secured loans (home equity, car
loans) is gradually increasing with reported 20% of net loans at
end 2020 up from 13% in 2019, which lowers the bank's asset risk
profile. Problem loans (defined as Stage 3 loans under IFRS 9)
decreased to 11.9% of gross loans as of Q1 2021 from the peak of
13% in Q3 2020, driven by economic revival, continued loan book
growth and write-offs. The bank's coverage of problem loans by
loan-loss reserves has been historically solid and stood at 121% as
of Q1 2021. Tinkoff's annualized cost of risk dropped to 3.9% in Q1
2021 from the peak of 15.9% in Q1 2020 following economic recovery.
Moody's project Tinkoff's problem loans to be at around 12% of
gross loans and cost of risk at around 7-8% in the next 18 months
reflecting worsening household indebtedness in Russia.

Moody's expects Tinkoff's capital adequacy to remain robust with
forecasted tangible common equity to risk-weighted assets ratio at
13.7% in the next 24 months (at the same level as at end 2020) amid
targeted active business growth. The capital position is
underpinned by solid earnings generation, absent dividend payouts
in 2021 and good access to capital markets.

The bank's deposit base grew by 53% in 2020-Q1 2021, supported by
new customers inflow with increased retail current accounts,
including brokerage funds. The share of wholesale funds (excluding
subordinated debt) was 4.1% of tangible banking assets as of Q1
2021 and Moody's does not expect it to increase substantially in
the future. Tinkoff had solid liquidity cushion at 38.1% of
tangible banking assets as of Q1 2021, while short duration of the
credit card portfolio also supports its liquidity profile.

OUTLOOK

The positive outlook reflects Moody's expectations that the bank
will further continue diversification of its business and revenue
stream, while its financial profile, including loss-absorption
capacity and liquidity buffer will remain robust in the next 12-18
months.

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

Tinkoff's BCA and long-term ratings could be upgraded if it further
improves business diversification or demonstrates further
strengthening of its credit profile with reduction of asset risk or
higher capital adequacy.

A downgrade of Tinkoff's ratings is unlikely given the positive
outlook. However, the outlook could be changed to stable if the
share of revenue from monoline business will rise materially
relative to other types of revenue or the bank's risk appetite
increases by targeting less creditworthy customers or/and new risky
products, resulting in a weakening of its asset quality with
adverse impact on profitability and capitalization.

LIST OF AFFECTED RATINGS

Issuer: Tinkoff Bank

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed ba3

Baseline Credit Assessment, Affirmed ba3

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

Long-term Counterparty Risk Assessment, Affirmed Ba2(cr)

Short-term Counterparty Risk Ratings, Affirmed NP

Long-term Counterparty Risk Ratings, Affirmed Ba2

Short-term Bank Deposit Ratings, Affirmed NP

Senior Unsecured Regular Bond/Debenture, Affirmed Ba3, Outlook
Changed To Positive From Stable

Long-term Bank Deposit Ratings, Affirmed Ba3, Outlook Changed To
Positive From Stable

Outlook Action:

Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

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




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

FT SANTANDER 2016-2: Moody's Affirms Ba1 Rating on Class E Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of three Notes
and affirmed the ratings of two Notes in FT Santander Consumer
Spain Auto 2016-2:

EUR552.4M Class A Notes, Affirmed Aa1 (sf); previously on Jul 23,
2018 Affirmed Aa1 (sf)

EUR26M Class B Notes, Upgraded to Aa3 (sf); previously on Jul 23,
2018 Upgraded to A1 (sf)

EUR35.8M Class C Notes, Upgraded to A2 (sf); previously on Jul 23,
2018 Affirmed Baa1 (sf)

EUR19.5M Class D Notes, Upgraded to Baa2 (sf); previously on Jul
23, 2018 Affirmed Baa3 (sf)

EUR16.3M Class E Notes, Affirmed Ba1 (sf); previously on Jul 23,
2018 Affirmed Ba1 (sf)

FT Santander Consumer Spain Auto 2016-2 is a securitisation of auto
loans granted by Santander Consumer EFC SA ("Santander Consumer"),
owned by Santander Consumer Finance S.A. (A2/P-1 Bank Deposits;
A3(cr)/P-2(cr)), to private and corporate obligors in Spain.
Santander Consumer is acting as originator and servicer of the
loans while Santander de Titulizacion S.G.F.T., S.A. (NR) is the
Management Company.

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
available for the affected Note tranches and better than expected
collateral performance.

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

Increase in Available Credit Enhancement

Sequential amortisation led to the increase in the credit
enhancement available in this transaction. The revolving period for
this transaction ended in Feb 2021, the amortization of Class A
Notes started in May 2021.

For instance, the credit enhancement for the tranche B, C and D
Notes upgraded in today's rating action increased to 14.76%, 8.51%
and 5.11% from 13.02%, 7.51% and 4.51% respectively since the
latest rating action on July 2018.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its default
probability assumption for the portfolio reflecting the collateral
performance to date. Assets more than 90 days in arrears currently
stand at 1.7% of current pool balance. Cumulative defaults
currently stand at 0.87% of original pool balance plus
replenishments. Moody's assumed a default probability of 5.0% of
the current portfolio balance. This corresponds to a default
probability assumption of 2.7% as of the original pool balance plus
replenishments, down from the previous assumption of 5.0%. The
Portfolio Credit Enhancement and the recovery rate were left
unchanged at 16% and 30% respectively.

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

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

Factors or circumstances that could lead to an upgrade of the
ratings 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.


RMBS SANTANDER 7: Moody's Assigns (P)B3 Rating to EUR530MM B Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by FONDO DE TITULIZACION RMBS SANTANDER 7:

EUR[4,770]M Serie A Notes due February 2067, Assigned (P)Aa1 (sf)

EUR[530]M Serie B Notes due February 2067, Assigned (P)B3 (sf)

Moody's has not rated EUR[265]M Serie C Notes due February 2067.

RATINGS RATIONALE

The Notes are backed by a pool of Spanish prime residential
mortgage loans originated by Banco Santander S.A. (Spain) (A2/P-1;
A3(cr)/P-2(cr)), Banco Espanol de Credito, S.A. ("Banesto", NR) and
Banco Popular S.A. (NR). This represents the 7th issuance out of
the RMBS Santander securitization label.

The provisional portfolio of assets amount to approximately EUR
5,548 million as of June pool cut-off date, and the final portfolio
is expected to amount to approximately EUR5,300 million. The
reserve fund will be funded to 5.0% of the rated Notes balance at
closing and the total credit enhancement for Class A Notes will be
15.0%, based on the expected final portfolio size.

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

The key drivers for the portfolio's expected loss of 3.5% are: (i)
performance of the originators' preceding transactions; (ii)
benchmarking with comparable transactions in the Spanish RMBS
market; (iii) analysis of the static information on defaults,
delinquencies and recoveries received from Banco Santander and
Banco Popular to rate precedent deals; and (iv) current economic
environment in Spain.

According to Moody's, the transaction benefits from various credit
strengths such as a granular portfolio and an amortising reserve
fund sized at 5.0% of Class A and B Notes balance. However, Moody's
notes that the transaction features some credit weaknesses such as
(i) the fact that 22.8% of the loans have been previously in
arrears (+30 days) at least once since they were granted, (ii) the
exposure to 4.7% of restructured loans and (iii) the fact that 4.4%
of the borrowers are not Spanish nationals.

Moody's determined the portfolio lifetime expected loss of 3.5% and
a Aa1 MILAN credit enhancement ("MILAN CE") of 12.0% related to
borrower receivables. The expected loss captures Moody's
expectations of performance considering the current economic
outlook, while the MILAN CE captures the loss Moody's expect the
portfolio to suffer in the event of a severe recession scenario.
Expected loss and MILAN CE are parameters used by Moody's to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
the ABSROM cash flow model to rate RMBS.

Portfolio expected loss of 3.5%: This is lower than the Spanish
Prime RMBS sector average and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: (i) the
collateral performance of the originator's book and of previously
securitised portfolios; (ii) the high weighted average seasoning of
around 12 years, and (iii) the current macroeconomic environment in
Spain.

MILAN CE of 12.0%: This is lower than the Spanish Prime RMBS sector
average and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers: (i) the
low weighted average current loan-to-value of 65.1%; (ii) the fact
that 22.8% of the loans have been previously in arrears (+30 days)
at least once since they were granted, (iii) the fact that 4.4% of
the borrowers are not Spanish nationals and (iv) the 4.7% exposure
to restructured loans.

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

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

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

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

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of servicing or cash management interruptions; and (ii) economic
conditions being worse than forecast resulting in higher arrears
and losses.




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

ALPHA TOPCO: Moody's Affirms B2 CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of Alpha Topco
Limited (Formula One or the company) and the B2 ratings of the $2.9
billion backed senior secured term loan B and the $500 million
backed senior secured revolving credit facility issued by the
company's subsidiary, Delta 2 (Lux) S.a.r.l. The outlook of both
entities has been changed to stable from negative.

The rating action reflects:

The company's resilient performance during the coronavirus
pandemic

Significant new contracts and existing contract renewals in 2020
and 2021

Moody's expectation that the company will return leverage to below
6.5x over the next 12-18 months

RATINGS RATIONALE

The B2 CFR reflects the company's (1) strong cash flow generation
and low capital spending requirements; (2) successful renewal of
the Concorde Agreement between the company, the competing racing
teams and the FIA, the sport's regulator and governing body; (3)
new contract wins in 2020 and 2021 which are expected to drive
significant revenue growth; (4) a successful 2020 race season
despite the disruptions of the coronavirus pandemic supporting the
continued strength of the franchise and (5) a strong, competitive
start to the 2021 season which has already seen nine races staged
by July 4, with large crowds now planned to return and hospitality
services restarting.

The rating also reflects the company's (1) escalated leverage in
2020 due to the impact on revenues of the disrupted season; (2)
restrictions on social gatherings reducing attendances and
pressurising promoter incomes; (3) dependence on a relatively small
number of key events and broadcasting contracts; (4) an evolving
sports rights broadcasting market with high competition for content
but potential for declines from recent high valuations.

Formula One demonstrated a high level of resilience during 2020 in
the face of severe disruption to the race calendar from the
coronavirus pandemic. Whilst no races were possible in the first
half of 2020 and only three races took place on their originally
scheduled dates, the company still managed to deliver a 17 race
season, only four less than originally planned. Although there was
a disproportionate effect on revenues, with promoter income
particularly affected by the changed schedule, the company
maintained positive EBITDA and limited cash burn to $137 million in
the year. The franchise maintained strong interest with good
viewership results in the context of the revised calendar and
strong growth in its social media followers.

In addition, Formula One has signed or renewed several important
contracts which are expected to lead to significant revenue growth.
These include a ten-year agreement in relation to the new race in
Saudi Arabia, a new media rights contract with Sky Deutschland (Sky
Limited -- A3 stable) through to 2024, a new long-term global
sponsorship agreement with Aramco (Saudi Arabian Oil Company - A1
negative), the multi-year renewal of the global partnership with
DHL, and renewed or new contracts covering media rights deals
expiring in 2021. The company also signed a new five-year Concorde
Agreement between the company, the competing racing teams and the
FIA, the sport's regulator and governing body, which sets out the
determination of the prize fund distribution to the teams and is
supported by the introduction of team budget caps which support
improved team economics and competitive racing. In addition, the
2021 calendar has been expanded to 23 races.

At the same time there could still be challenges to the recovery of
financial performance from ongoing social and travel restrictions
during the pandemic. The 2020 calendar operated either closed door
events or were open to a limited number of fans, with ticket sales
from the 4.2 million spectators in 2019 generating the majority of
income earned by promoters themselves. The revenues which Formula
One earns from promoters is well insulated from race attendances,
although further disruption to the race calendar could lead to
Formula One's revenue from promoters maintained at below historic
levels. However Moody's expects the impact to be substantially
lower than in 2020, with 9 races already successfully staged and
the remaining events most likely to take place broadly as
scheduled, with Formula One believing it will be able to replace
any events that have to be cancelled due to the pandemic and
deliver a full race calendar well in excess of the 17 races staged
in 2020. Whilst all but one of the races staged to date in 2021
have been held behind closed doors or with reduced numbers of
spectators in attendance, a capacity crowd attended the most recent
race in Austria and is planned for the next race at Silverstone.
The risk to 2021's financial performance is also mitigated by the
new contract wins and expanded race calendar. Accordingly, Moody's
expects a full recovery of EBITDA by 2022, with Moody's-adjusted
leverage reducing to around 6x in 2022.

LIQUIDITY

Formula One's liquidity profile is good. As of 31 March 2021, the
company had $429 million of cash on balance sheet and access to an
undrawn committed $500 million RCF available until 2024, so giving
it ample headroom under its temporary minimum liquidity covenant.
There are no debt maturities until 2024 and Moody's expects the
company to remain cash generative. In addition a further $1.4
billion of cash was attributable to the Formula One Group within
Liberty Media Corporation at March 31, 2021, subsequent to which in
April 2021 Formula One Group received a further $384m from Liberty
SiriusXM Group to settle obligations under a call spread with
respect to the shares of Live Nation. Formula One Group, although
outside the restricted group, could provide further sources of
liquidity if required.

ENVIRONMENT, SOCIAL AND GOVERNANCE CONSIDERATIONS

Increasing environmental concerns may affect the image of the sport
and the company's ability to grow its sponsorship and other income.
Formula One has published its plans to become net carbon neutral by
2030. It estimates that 73% of its 2019 carbon emissions arose from
logistics and travel, compared to only 0.7% from the race cars'
power units. Carbon offsets are likely to be required to meet this
goal given the emissions effect of air travel, whilst the plan for
the sport to introduce an element of biofuel from 2022 and to use
100% sustainably-fueled hybrid engines by 2025 will improve its
environmental credentials and image, and also provide a test bed
for the accelerated development of such solutions. Moody's will
continue to monitor closely the company's environmental policies
and the reaction of sponsors and consumers.

Prior to the coronavirus pandemic the company's financial policy
targeted leverage in the range of 5.0-5.5x net debt to company
adjusted EBITDA. Moody's does not anticipate any changes in this
policy at this time, however a re-evaluation post-pandemic may lead
to a change in financial targets. In addition, the company's
owners, Liberty Media Corporation, have a history of complex
financial engineering and there is a risk that future releveraging
transactions could occur. The company however also benefits from
the financial strength and potential support of its owners.

STRUCTURAL CONSIDERATIONS

The backed senior secured bank credit facilities at Delta 2 (Lux)
S.a.r.l. are rated B2 in line with the corporate family rating,
given the first-lien only pari passu capital structure.

OUTLOOK

The stable outlook reflects Moody's expectation that the company's
adjusted leverage will reduce to around 6x over the next 12 to 18
months. It also assumes that liquidity will remain solid and that
there will be no debt funded distributions or acquisitions leading
to a material increase in leverage. The outlook also assumes that
covid-related disruption to the remainder of the 2021 race calendar
will be more limited, and whilst there could still be some impact
on race attendances, the company will achieve a substantial
recovery in revenues and EBITDA in the year.

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

The ratings could be upgraded if the company's Moody's-adjusted
debt/EBITDA falls sustainably below 6.0x, with Moody's-adjusted
free cash flow/debt remaining in at least high-single digit
percentages. An upgrade would also require the company to
demonstrate a financial policy consistent with these metrics and to
maintain solid liquidity.

The rating could be downgraded if the company's Moody's-adjusted
debt/EBITDA does not decrease below 7.0x over the next 12 to 18
months, if Moody's-adjusted free cash flow / debt remains
sustainably in the low single digit percentages, or if there are
signs of weakening operating performance, cash flow generation or
liquidity.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Alpha Topco Limited is the holding company for the group of
companies that exploit the commercial rights to the FIA Formula One
World Championship. In 2019, the companies owned by Alpha Topco
Limited generated revenue of around $2 billion. Alpha Topco —
through its holding companies Delta Debtco Limited and Delta Topco
Limited — is controlled by Liberty Media Corporation.


ATOTECH UK: S&P Puts 'B+' ICR on Watch Positive on MKS Deal
-----------------------------------------------------------
S&P Global Ratings placed its 'B+' issuer credit rating on
Specialty chemicals producer Atotech UK Topco Ltd. on CreditWatch
with positive implications. At the same time, S&P affirmed its 'B+'
issue ratings on the senior secured facilities issued by Alpha 3
B.V. and Alpha US Bidco Inc.

The CreditWatch placement follows Atotech's announcement that it
has entered into a definitive agreement to be acquired by MKS for
$5.1 billion in cash and stock. Following the acquisition, S&P
expects Atotech will cease operating as a separate entity and will
instead become an integral part of MKS.

It is not clear at this stage whether, upon the close of the
transaction, the new parent will refinance or retain the senior
secured notes of $1.35 billion and EUR200 million due March 18,
2028, issued by Atotech's financing entities Alpha 3 B.V. and Alpha
US Bidco Inc.

S&P said, "The CreditWatch placement indicates that we will likely
equalize our rating on Atotech with that of its new parent. MKS is
a global provider of instruments, subsystems, and process control
solutions that measure, control, power, monitor, and analyze
critical parameters of advanced manufacturing processes to improve
process performance and productivity. The primary markets it serves
are manufacturers of capital equipment for thin film applications,
including semiconductors, advanced coatings, and other industrial
applications.

"We plan to resolve the CreditWatch in the fourth quarter of 2021
or the first quarter of 2022, which is when the management
anticipates receiving regulatory approvals and the transaction
closes. At this point, we expect that Atotech will be fully
integrated into MKS, and as such, we anticipate equalizing the
rating on the company with that of MKS."


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

CSF 2021-2 is a static RMBS transaction that securitizes a
portfolio of £264.8 million buy-to-let (BTL) mortgage loans
secured on properties located in the U.K. The loans in the pool
were originated by Fleet Mortgages Ltd. (54.9%), Landbay Partners
Ltd. (29.3%) and Topaz Funding Ltd. (under the brand name Zephyr
Homeloans; 15.8%). All loans were originated between May 2020 and
May 2021.

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

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

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

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

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

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

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

  Ratings

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

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


CONSTELLATION AUTOMOTIVE: Moody's Affirms B3 CFR & Rates New Debt
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (and B3-PD probability of default rating of Constellation
Automotive Group Limited ("Constellation", "CAG" or "the company").
At the same time, Moody's assigned B2 ratings to the new GBP785
million equivalent backed senior secured first-lien term loan B and
the new GBP250 million backed senior secured first-lien revolving
credit facility and issued by Constellation Automotive Limited and
B2 ratings to the new GBP650 million backed senior secured notes
issued by Constellation Automotive Financing plc. Moody's also
assigned a Caa2 rating to the new GBP325 million backed senior
secured second-lien term loan issued by Constellation Automotive
Limited. The outlook on all ratings is stable.

The action follows Constellation's plans to refinance its whole
capital structure with GBP1.76 billion of new debt. Proceeds from
the refinance will (1) pay transaction fees, (2) repay GBP1.3
billion of existing debt and (3) fund a GBP403 million holdco
distribution. The expectation is that the distribution will be used
to invest in the Cinch platform (which was moved outside of the
restricted group in September 2020) and redeem some preference
shares that sit above the restricted group. The ratings on the
existing debt instruments will be withdrawn once the refinancing
completes.

RATINGS RATIONALE

CFR and PDR affirmation and maintaining the stable outlook balances
the short-term increase in leverage against (1) a resilient
business model that has withstood the effects of the coronavirus
pandemic and (2) Moody's expectation of good deleveraging prospects
driven by a continuing track record of solid organic growth and (3)
stronger liquidity with a larger RCF that increased to GBP250
million from GBP150 million and no material refinance needs until
at least 2026 and (4) more diversified sources of funding with
access to the high yield bond market following the launch of CAG's
inaugural senior secured notes.

Moody's-adjusted debt/EBITDA is expected to be around 8x by fiscal
2022, ended March 2022.

The coronavirus pandemic forced the company to step up its digital
transition with nearly all volumes now transacted through online
channels. In the fiscal year 2021, 100% (2020: 37%) of its UK
auctions and 96% (2020: 84%) of its European auctions were
transacted online. Moody's believes the shift to digital has
strengthened Constellation's business model and reinforced its
dominant position in the UK market.

Cinch is a full online used car marketplace for both its own
inventory and third-party partners in the UK. It sits outside the
restricted group and Moody's understands that it is adequately
capitalised on a stand-alone basis to fund its business plan
without further support, including a recent equity investment from
leading global institutional investors. The group's B2B (business
to business) will benefit from Cinch's B2C (business to consumer)
growth as it generates auction fees when Cinch buys vehicles or
sells part exchanged cars via CAG's auctions, in addition to
service fees for inspecting and refurbishing cars to the
retail-ready standard.

CAG's rating affirmation is supported by (1) the company's dominant
position in used vehicle remarketing services in the UK and strong
presence across other European countries; (2) its large scale and a
stable business model, with some barriers to entry, that relies on
used car transactions rather than prices; (3) its historically
stable sales and EBITDA performance, combined with strong growth;
(4) its positive free cash flow (FCF) generation; and (5) the
strong brand recognition of We Buy Any Car (WBAC) that buys cars
directly from consumers from 357 locations across the UK.

The rating also reflects the company's (1) high leverage which is
expected to remain above 7.5x through the end of the fiscal 2023;
(2) limited business diversification, with its predominant focus on
the used car market; (3) vulnerability to factors that could reduce
the overall volume of traded used cars or shift volumes away from
the company's physical auction sites and online platform; (4)
partner finance banking facility with a limit of up to GBP220
million, which is asset backed and self-liquidating, but
nonetheless increases Moody's-adjusted leverage; and (5)
historically negative Moody's-adjusted free cash flow (FCF) after
capital spend that the rating agency expects to turn positive from
fiscal 2023, ending in March 2023.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

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

Governance risks Moody's considers in CAG's credit profile include
its ownership by private equity (TDR Capital) that often results in
higher tolerance for leverage and a greater appetite for M&A and
dividends.

OUTLOOK

The stable outlook assumes that company will continue to deliver
strong EBITDA growth while maintaining profitability and adequate
liquidity with strong free cash flow generation. The stable outlook
further assumes no large debt funded acquisition or material
shareholder distributions.

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

Positive rating pressure could develop if (1) the company's
leverage, as measured by Moody's-adjusted debt/EBITDA, is sustained
below 7x and (2) strong cash flow generation with a Moody's
adjusted free cash flow (FCF)/ debt sustainably above 5%.

Downward rating pressure could develop if (1) CAG fails to achieve
a return to strong and consistent growth in car volumes and EBITDA
in line with its business plan or (2) the company's liquidity
weakens or its profitability deteriorates because of competitive or
pricing pressures or (3) should leverage, as measured by
Moody's-adjusted debt/EBITDA, remain elevated for a prolonged
period.

STRUCTURAL CONSIDERATIONS

The new GBP785 million equivalent backed senior secured first-lien
term loan B due June 2028, the new GBP650 million backed senior
secured notes due June 2027, and the new GBP250 million RCF due
December 2026 are all rated B2, one notch above the B3 CFR, given
they benefit from the subordination cushion provided by the GBP325
million backed senior secured second-lien term loan due June 2029
which is rated Caa2. The new backed senior secured first-lien term
loan B, new RCF and new backed senior secured notes are secured on
a pari-passu basis, ahead of the backed senior secured second-lien
term loan, by a security package which includes a pledge over
shares, bank accounts, and receivables.

There are no charges over real estate and the Partner Finance
subsidiary is excluded from the security. Operating companies
generating no less than 80% of group EBITDA guarantee the debt.

LIQUIDITY

As of March 31, 2021, the company had GBP112.7 million of cash
position and GBP40 million drawn under its GBP150 million facility.
Pro forma for the refinance Moody's expects the company to have
around GBP100 million in cash and full drawing capacity under its
new GBP250 million RCF. The new RCF has a springing senior secured
net leverage covenant that is triggered at 40% drawings (GBP100
million) and set at 9.5x reducing to 9.25x from September 30,
2022.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Constellation Automotive Financing PLC

BACKED Senior Secured Regular Bond/Debenture, Assigned B2

Issuer: Constellation Automotive Limited

BACKED Senior Secured Bank Credit Facility, Assigned B2

BACKED Senior Secured Bank Credit Facility, Assigned Caa2

Affirmations:

Issuer: Constellation Automotive Group Limited

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Outlook Actions:

Issuer: Constellation Automotive Financing PLC

Outlook, Assigned Stable

Issuer: Constellation Automotive Group Limited

Outlook, Remains Stable

Issuer: Constellation Automotive Limited

Outlook, Remains Stable

PROFILE

CAG is a leading European used car remarketing platform that sold
around1.5 million vehicles in fiscal 2021, with reported revenue of
GBP3.5 billion and GBP233 million of company-adjusted EBITDA.

The group operates 23 vehicle remarketing centres in the UK and a
further 30 centres across Europe. In addition to auction services,
CAG offers online sales, vehicle in-life services, logistics and
preparation. Vehicles are sourced from car dealers and wholesalers
(including CAG's subsidiary WBAC), fleet owners, leasing and
finance companies, and major car manufacturers.

DIGNITY FINANCE: Fitch Affirms BB+ Rating on Class B Notes
----------------------------------------------------------
Fitch Ratings has affirmed Dignity Finance plc's class A notes at
'A-' and class B notes at 'BB+'. The Outlooks are Negative.

         DEBT                        RATING         PRIOR
         ----                        ------         -----
Dignity Finance Plc

Dignity Finance Plc/Debt/4 LT   LT  BB+  Affirmed   BB+
Dignity Finance Plc/Debt/2 LT   LT  A-   Affirmed   A-

RATING RATIONALE

The ratings remain underpinned by the stable demand linked to
deaths in the UK, although this has been more volatile during the
pandemic, and Dignity's resilient albeit weakening cash flow
profile. The fully amortising and fixed-rate notes continue to
benefit from strong creditor-protective features. The class B
notes' long dated maturity and subordination weigh on its debt
structure assessment. The rent-adjusted minimum of average and
median free cash flow (FCFR) debt service coverage ratio (DSCR) for
class A and B are at 1.8x and 1.3x, the negative sensitivity's
triggers for each rating. The ratings are aligned with peers and
criteria.

The Negative Outlooks reflect the pressure on the ratings from
reduced tariff flexibility, increased exposure to discretionary
spending and rising price transparency in the sector. The Outlooks
also reflect the uncertainty related to the execution of the
company's new strategy during a period of likely falling excess
death rates.

KEY RATING DRIVERS

Mature Industry Subject to Demographics - KRD - Industry Profile -
Midrange

Fitch views the volume risk as limited, as demand over the long
term should be predictable. Limited barriers to entry exist for new
operators of funeral homes due to the relevance of local referrals
for funeral services, in what is otherwise a fragmented market with
a large number of small players. Higher barriers exist in the
crematoria segment, due to the difficulty in developing new
greenfield crematoria in the UK and a certain degree of operational
complexity.

The acceleration of price competition and Dignity's reaction with
an alternative low-priced range of products and more flexible
packages to broaden its offering, highlight the growing exposure of
the funeral business to discretionary spending and behavioural
changes, in the context of a higher degree of inter-changeability
between different products. The recent interest of the Competition
and Markets Authority (CMA) and HM Treasury in the funeral and
crematoria business increases uncertainty about the regulatory
framework, in Fitch's view.

Sub-KRDs - Operating environment: Midrange, Barriers to entry:
Midrange, Sector sustainability: Stronger

Declining Long-term Stability - KRD - Company Profile - Midrange

Dignity delivered positive trading performance between 2004 and
2018, even during the most challenging times of the economic cycle.
This was achieved through above-inflation price increases,
selective acquisitions and a reinforced presence in the
highest-yielding segment, (cremations). In 2018 and 2019, Dignity
expanded its product offer across all business segments into
lower-priced services, gradually eroding its profitability and
increasing its exposure to fluctuations in underlying volumes, as a
consequence of short-term volatility in the number of deaths,
behavioural changes or market share losses.

Fitch expects Dignity will have reduced ability to increase tariffs
across all business segments over the next three to five years, as
a consequence of consumers' more price-conscious behaviour and the
company's strategy of re-gaining market share. Coupled with the
introduction of the unbundled price, increased price transparency,
and Fitch's expectation of an increasing portion of funerals being
performed under pre-arranged plans, Fitch expects margins to remain
under pressure.

Sub-KRDs - Financial performance: Midrange, Company operations:
Midrange, Transparency: Stronger, Dependence on operator: Midrange,
Asset quality: Midrange

Solid Debt Structure - KRD - Debt Structure - Stronger (class
A)/Midrange (class B)

The notes are fixed-rate and fully amortising, benefiting from a
strong UK WBS security package as well as strong structural
features such as a tranched liquidity facility and high thresholds
for both the restricted payment conditions and the financial DSCR
covenant. The class B notes' lower assessment is due to their
contractual subordination and late maturity in 2049.

Sub-KRDs - Debt profile: Stronger (class A)/Midrange (class B),
Security package: Stronger (class A)/Midrange (class B), Structural
features: Stronger

Financial Profile

The rent-adjusted minimum of average and median FCFR DSCR for the
class A notes is 1.8x and 1.3x for the class B notes. These are
just at Fitch's rating sensitivity thresholds for both classes.

PEER GROUP

Dignity has no direct peers due to its unique industry within the
Fitch WBS universe. The closest peer is CPUK Finance Limited (class
A notes: BBB/Negative). Dignity benefits from a stronger industry
profile versus CPUK. CPUK is even more exposed to discretionary
spending and volume fluctuations, which makes the projection of
long-term cash flows challenging.

RATING SENSITIVITIES

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

-- Further reduction in pricing flexibility over the medium term
    in a potentially weaker post-coronavirus UK economy or due to
    increased price competition in the industry;

-- Projected FCFR DSCR metrics declining persistently below 1.8x
    and 1.3x for the class A and B notes, respectively.

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

-- Projected FCFR DSCR metrics sustainably above 2.3x and 1.6x.

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

Dignity Finance Plc is a financing vehicle for the securitisation
comprising 793 funeral homes and 44 crematoria as at March 2021.
The Dignity group is the second-largest provider of funeral
services in the UK and the largest provider of crematoria
services.

CREDIT UPDATE

Death Rates Affected by Pandemic

The Covid-19 pandemic led to a materially higher number of funerals
and cremations performed by the group, as deaths in the UK were
materially higher than originally anticipated. The pandemic
directly contributed to a 14% increase in the total UK 2020 annual
death toll of 663,000. In the financial year ending 25 December
2020, the group carried out 80,300 funerals and 74,500 cremations,
an increase of 16% and 15% year-on-year, respectively. However,
social distancing measures, such as restrictions to the number of
attendees at funerals affected revenues per funeral. The underlying
average revenue per funeral declined by 14% to GBP 2,522 from
GBP2,930. In addition, profitability was affected by increased
costs for personal protective equipment.

The securitisation's EBITDA declined by 7% to GBP67.6 million in
the 52 weeks ending 25 December 2020. This was despite additional
assets that were transferred into the securitisation in July 2020.

Voluntary Equity Support to Securitisation

In July 2020, the company brought four crematoria and 66 funeral
homes held outside of the securitisation into the security group.
The asset transfer was intended to provide additional covenant
headroom. In the 12 months ending 26 June 2020, the transferred
assets generated around GBP12 million of EBITDA. Fitch considers
what was effectively equity support credit positive.

CMA Regulatory Review - Increases Price Transparency

In December 2020, the CMA published its final report from its
investigation into the funerals market. The report identified a
number of concerns, including considerable price differences for
similar services between funeral directors and the way that
information was provided made it hard for families to compare
prices and choose the right combination of services. The CMA's main
concern was that customers are paying high prices and receiving
poor quality service.

The CMA decided to implement a package of 'sunlight remedies'
including a requirement for funeral directors to provide customers
with a standardised price list and prohibiting solicitation of
business from e.g. hospitals, hospices and care homes. Crematoria
will also be required to provide specified price information to
funeral directors.

However, the CMA effectively decided that price controls would not
be reasonable and practicable in the short to medium term, due to
the exceptional circumstances of the pandemic. Instead, the
remedies focus on quality regulation alongside information
provision and price transparency. However, the regulator did not
exclude further investigation once the effects of the pandemic
dissipate.

Regulation of Pre-arranged Funeral Market

In January 2020, the UK government introduced legislation that will
bring the regulation of the pre-arranged or pre-paid funeral market
under the Financial Conduct Authority. The regulation aims to
improve standards in the sector, including delivering products
which meets consumer needs and represent fair value for the
consumer and has been sold fairly. It will also improve governance
standards and regulatory oversight.

The regulation will come into effect in July 2022 and means that
consumers will benefit from similar protection to that of standard
financial products. Fitch believes that Dignity will also benefit
as smaller firms will be forced out of the market. However, the
potential prohibition on commission for intermediaries and the
company's focus on prioritising the sale of funeral plans through
branches could have an impact on Dignity's pre-arranged funeral
volumes in the short to medium term.

Short-term Impact of New Pricing Strategy on Profits

Following years of raising funeral prices, which led to lower
volumes per funeral home and may have contributed to Dignity's
declined market share, the new management has changed the funeral
pricing strategy. The group envisages to re-gain market share
through volume growth by providing price-competitive product and
improving the value proposition for customers. However, setting
prices competitively as the country slowly emerges from the
pandemic and death rates are likely to fall could lead to a decline
in profitability.

As part of its updated strategy, the company aims to focus on
efficiencies and reduction of central overheads. This includes
reengineering of the business to a leaner cost base.

Unlocking Crematoria Business Value

Fitch understands that the Dignity Plc's new management, led by its
minority shareholder Phoenix UK Fund Limited, intends to raise
capital to enable implementation of its new strategy. Fitch also
understands that these plans may involve private placement or
listing a portion of crematoria. However, details of these plans
are unknown at present.

Any "unlocking of value" in the crematoria business at the expense
of the bondholder will be credit negative, in Fitch's view.

However, Fitch views positively that the securitisation structure
envisages preservation of the valuable crematoria asset base, which
forms part of the security. The documentation stipulates that no
more than two of the existing crematoria may be disposed of during
the life of the transaction without express consent from the
security trustee.

The proceeds of any sale (of a crematorium or shares in a company
operating a crematorium) must be arm's length, at least 120% of the
allocated debt of the crematoria to be disposed, and proceeds must
be paid into a crematorium reserve account, charged to the trustee.
If the proceeds are not reinvested or committed to be reinvested in
a crematorium business with 12 months of disposal, the cash sweeps
into a principal reserve account. Should the balance on this
account be greater than GBP5 million, the cash will be used to
prepay the most senior class of notes. Fitch will closely monitor
these developments.

Strong Liquidity

The securitisation had around GBP41 million of cash available as of
end-May 2021 and committed liquidity facility of GBP55 million.
This covers Dignity's principal and interest payments in 2021 and
2022.

FINANCIAL ANALYSIS

Key assumptions within its rating case are:

-- Death rates fall in the short term due improved vaccinations
    rates and balancing effect and to stabilise at historical
    levels by 2023;

-- Underlying average revenue per funeral to recover to GBP2,900
    by 2023;

-- Underlying average revenue per cremation at GBP1,100 in 2021;

-- Margins for funeral services around 30% and margins for
    cremation around 54%;

-- Maintenance capex around 5% of revenue in the long term.

ESG CONSIDERATIONS

Dignity Finance Plc has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to
increased price competition in the funeral sector and general
affordability, which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.

Dignity had an ESG Relevance Score of '5' for Human Rights,
Community Relations, Access & Affordability due to rising funeral
prices and the resulting CMA investigation and sector review.
However, the threat of price regulation has dissipated in the short
term and Fitch has revised the ESG Relevance Score for Human
Rights, Community Relations, Access & Affordability to '4'.

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.


ENTAIN PLC: Moody's Rates New GBP590MM Credit Facility 'Ba2'
------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Entain plc's
("Entain" or the company) new GBP590 million senior secured
revolving credit facility due 2026 (this amends and extends the
existing GBP535 million RCF due 2023), and Ba2 ratings on the
proposed refinanced USD786 million senior secured Term Loan B4 due
2027 and EUR300 million senior secured Term Loan due 2028 add-on
facility to be issued by Entain Holdings (Gibraltar) Limited. There
are no changes to Entain's existing ratings, including the Ba2
corporate family rating, Ba2-PD probability of default rating and
existing Ba2 ratings on the remaining senior secured bank credit
facilities. The outlook on all ratings is stable.

The EUR300 million add-on facility will be used to pay deferred
considerations and acquisition costs of around GBP150 million and
support balance sheet liquidity.

RATINGS RATIONALE

Entain's refinancing transaction is credit positive - despite a
marginal increase in Moody's adjusted leverage expectations to
around 3.2x from 3.0x for 2021 - because it increases liquidity
with a larger RCF, extends the company's debt maturities, and
reduces the LIBOR floor on the USD TLB.

Entain's Ba2 rating reflects (1) the maturity of the LBO retail
segment with its fixed cost structure, although under normal
operating conditions this segment provides stable cash flow; (2)
the highly competitive nature of the online betting and gaming
industry, particularly in the established UK market, and in the
nascent US market; (3) the negative free cash flow (FCF) expected
in 2021 driven by increased investment in its JV, BetMGM, however
FCF is expected to turn positive in 2022; (4) its presence in the
volatile sports betting segment which will see margin contraction
in 2021/22, and; (5) the ongoing threat of greater regulation and
gaming tax increases, particularly in the UK and Germany.

The rating is supported by (1) the size of the group; with revenue
of GBP3.6 billion in 2020, Entain is one of the world largest
gaming operators with leading positions in the UK, Germany, Italy,
Georgia, Australia Brazil and USA via its JV, BetMGM; (2) its
geographic diversity with customers in over 35 countries, although
the UK remains the largest market accounting for approximately 47%
of revenue; with low exposure to unregulated jurisdictions of only
around 1% and aiming for zero by 2023; (3) its online focus and
success in increasing market share organically, with positive
industry trends underpinning the online betting and gaming sector
both in Europe and globally; (4) the competitive advantage from
Entain's proprietary technology platform and customer relationship
management system (CRM) providing the group with the ability to
adjust odds and adapt to customers' preferences and games in a
timely manner, and; (5) the company's pro-active approach to
gambling safety, acting as a market leader in promoting the
sustainability of gaming.

LIQUIDITY

Moody's considers Entain's liquidity position to be good for its
near-term needs, supported by (1) substantial cash on balance
sheet; (2) the undrawn new GBP590 million RCF, and; (3) no material
debt maturity until 2023.

The RCF has one springing covenant if drawn at 40% or more, set
with adequate headroom. The covenant is tested on a quarterly basis
and the term loans benefits from cross-acceleration with respect to
the RCF.

STRUCTURAL CONSIDERATIONS

Using Moody's Loss Given Default for Speculative-Grade Companies
methodology, the Ba2-PD Probability of Default Rating (PDR) is in
line with the CFR. This is based on a 50% recovery rate, as is
typical for transactions including bonds and bank debt. The loans
rank pari passu because they share the same security, consisting
mainly of share pledges, and upstream guarantees. The loans also
benefit from the guarantees of material subsidiaries representing
at least 75% of the consolidated EBITDA. The senior secured
Ladbroke bonds rank pari passu with the loans.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook assumes that Entain could experience further
challenges in the retail estate from coronavirus restrictions in
the UK and Europe, but that the company would be able to offset
these adversities as demonstrated in 2020.

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

Upward pressure on the ratings could arise over time if (1) there
is no expected material adverse regulatory or tax event in its core
markets; (2) company's debt/EBITDA (as adjusted by Moody's) falls
sustainably below 4.0x; (3) the company's retained cash flow
(RCF)/debt (as adjusted by Moody's) remains sustainably above 10%,
and; (4) Moody's adjusted free cash flow is positive. For an
upgrade, Moody's also expects the group to maintain a conservative
financial policy and good liquidity.

Downward pressure on the ratings could occur if the company's
debt/EBITDA (as adjusted by Moody's) is maintained sustainably
above 4.5x, or if free cash flow remains negative for the next 18
months, or if there any material weakening of the company's
liquidity. A downgrade could also occur as a result of materially
adverse regulatory actions.

PRINCIPAL METHODOLOGY

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

Entain is one of the largest listed global gaming operators with
revenues of GBP3.6 billion and EBITDA of GBP843 million for 2020.

NEWDAY FUNDING 2021-1: Fitch Assigns B+ Rating on 5 Note Classes
----------------------------------------------------------------
Fitch Ratings has assigned NewDay Funding Master Issuer Plc -
Series 2021-2 notes final ratings.

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

Fitch has simultaneously affirmed the series 2018-1, series 2018-2,
series 2019-1, series 2019-2, series 2021-1, series VFN-F1 V1 and
series VFN-F1 V2 notes.

At closing, a portion of the proceeds from the series 2021-2
issuance were used to fully defease series 2018-2. Funds will be
held on the series 2018-2 principal funding ledger of the
receivables trustee investment account until the series 2018-2
scheduled redemption date in December 2021. This means that series
2018-2 is cash collateralised. An accumulation reserve has been
funded to cover series 2018-2 notes' monthly interest payments and
senior expenses. The series 2018-2 class F notes and the originator
OVFN, which were retained by the originator, have been cancelled.

Fitch has revised the Outlooks on the series 2018-2 class C, D and
E notes to Stable from Negative, as the ratings are no longer
directly exposed to the performance of the receivables. The ratings
for the series 2018-2 class F notes have been withdrawn, as these
notes have been cancelled.

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

2018-1 Class A1 65120JAA4     LT  AAAsf  Affirmed      AAAsf
2018-1 Class A2 XS1846632013  LT  AAAsf  Affirmed      AAAsf
2018-1 Class B XS1846632443   LT  AAsf   Affirmed      AAsf
2018-1 Class C XS1846632799   LT  Asf    Affirmed      Asf
2018-1 Class D XS1846632955   LT  BBBsf  Affirmed      BBBsf
2018-2 Class A1 65120BAA1     LT  AAAsf  Affirmed      AAAsf
2018-2 Class A2 XS1882673434  LT  AAAsf  Affirmed      AAAsf
2018-2 Class B XS1882673780   LT  AAsf   Affirmed      AAsf
2018-2 Class C XS1882674085   LT  Asf    Affirmed      Asf
2018-2 Class D XS1882674754   LT  BBBsf  Affirmed      BBBsf
2018-2 Class E XS1882675306   LT  BBsf   Affirmed      BBsf
2018-2 Class F XS1882675991   LT  WDsf   Withdrawn     Bsf
2019-1 Class A XS2001273668   LT  AAAsf  Affirmed      AAAsf
2019-1 Class B XS2001274559   LT  AAsf   Affirmed      AAsf
2019-1 Class C XS2001274393   LT  Asf    Affirmed      Asf
2019-1 Class D XS2001275101   LT  BBBsf  Affirmed      BBBsf
2019-1 Class E XS2001275879   LT  BBsf   Affirmed      BBsf
2019-1 Class F XS2001276257   LT  B+sf   Affirmed      B+sf
2019-2 Class A 65120KAA1      LT  AAAsf  Affirmed      AAAsf
2019-2 Class B XS2052209256   LT  AAsf    Affirmed     AAsf
2019-2 Class C XS2052209413   LT  Asf     Affirmed     Asf
2019-2 Class D XS2052209769   LT  BBBsf   Affirmed     BBBsf
2019-2 Class E XS2052210189   LT  BBsf    Affirmed     BBsf
2019-2 Class F XS2052210346   LT  B+sf    Affirmed     B+sf
2021-1 Class A1 XS2296139798  LT  AAAsf   Affirmed     AAAsf
2021-1 Class A2 65120LAA9     LT  AAAsf   Affirmed     AAAsf
2021-1 Class B XS2296139954   LT  AAsf    Affirmed     AAsf
2021-1 Class C XS2296140028   LT  Asf     Affirmed     Asf
2021-1 Class D XS2296140291   LT  BBBsf   Affirmed     BBBsf
2021-1 Class E XS2296140374   LT  BBsf    Affirmed     BBsf
2021-1 Class F XS2296140457   LT  B+sf    Affirmed     B+sf
2021-2 Class A1 XS2358473374  LT  AAAsf   New Rating   AAA(EXP)sf
2021-2 Class A2 65120LAB7     LT  AAAsf   New Rating   AAA(EXP)sf
2021-2 Class B XS2358473887   LT  AAsf    New Rating   AA(EXP)sf
2021-2 Class C XS2358474000   LT  Asf     New Rating   A(EXP)sf
2021-2 Class D XS2358474182   LT  BBBsf   New Rating   BBB(EXP)sf
2021-2 Class E XS2358474422   LT  BBsf    New Rating   BB(EXP)sf
2021-2 Class F XS2358474778   LT  B+sf    New Rating   B+(EXP)sf
VFN-F1 V1 Class A             LT  BBB-sf  Affirmed     BBB-sf
VFN-F1 V1 Class E             LT  BBsf    Affirmed     BBsf
VFN-F1 V1 Class F             LT  B+sf    Affirmed     B+sf
VFN-F1 V2 Class A             LT  BBBsf   Affirmed     BBBsf
VFN-F1 V2 Class E             LT  BBsf    Affirmed     BBsf
VFN-F1 V2 Class F             LT  Bsf     Affirmed     Bsf

TRANSACTION SUMMARY

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

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

Fitch has withdrawn NewDay Funding 2018-2 plc's class F notes'
rating, as the notes have been cancelled.

KEY RATING DRIVERS

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

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

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

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

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

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

RATING SENSITIVITIES

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

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

Rating sensitivity to increased charge-off rate:

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

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

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

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

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

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

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

Rating sensitivity to reduced monthly payment rate (MPR):

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

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

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

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

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

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

-- Series 2021-1 F: 'Bsf' / 'Bsf' / 'Bsf'

Rating sensitivity to reduced purchase rate:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Rating sensitivity to reduced charge-off rate:

-- Reduce steady state by 25%

-- Series 2021-1 B: 'AA+sf'

-- Series 2021-1 C: 'AA-sf'

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

-- Series 2021-1 E: 'BBB-sf'

-- Series 2021-1 F: 'BBsf'

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

ESG CONSIDERATIONS

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


POLARIS PLC 2021-1: S&P Assigns Prelim. B Rating on Cl. X1 Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary ratings to Polaris 2021-1
PLC's class A to X1-Dfrd notes. At closing, the issuer will also
issue unrated class X2 and RC1 and RC2 residual certificates.

Polaris 2021-1 PLC is an RMBS transaction that securitizes a
portfolio of owner-occupied and buy-to-let (BTL) mortgage loans
that are secured over properties in the U.K. This is the third RMBS
transaction originated by Pepper group in the U.K. that S&P has
rated. The first one was Polaris 2019-1.

The loans in the pool were originated between 2018 and 2021 by
originated by Pepper Money and Pepper (UK) Ltd, a nonbank
specialist lender.

The collateral comprises complex income borrowers, borrowers with
immature credit profiles, and borrowers with credit impairments,
and there is a high exposure to self-employed borrowers and
first-time buyers. Approximately 15.2% of the pool comprises BTL
loans and the remaining 84.8% are owner-occupier loans.

The transaction includes a 11.8% prefunded amount, expressed as a
percentage of the total deal size, where the issuer can purchase
additional loans from the closing date (inclusive) until the first
interest payment date, subject to the eligibility criteria outlined
in the transaction documentation.

The transaction benefits from a fully funded liquidity reserve
fund, which will be used to provide liquidity support to the class
A notes and to pay senior fees and expenses and senior swap
payments. After the step-up date, the liquidity reserve will
amortize in line with the class A notes' outstanding balance and
the excess above the required amount will be released to the
principal waterfall. Principal can be used to pay senior fees and
interest on some classes of the rated notes subject to conditions.

A swap hedges the mismatch between the notes, which pay a coupon
based on the compounded daily Sterling Overnight Index Average Rate
(SONIA), and loans, which pay fixed-rate interest before
reversion.

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

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

S&P said, "Our credit and cash flow analysis and related
assumptions consider the transaction's ability to withstand the
potential repercussions of the COVID-19 outbreak, namely higher
defaults and longer recovery timing. Considering these factors, we
believe that the available credit enhancement is commensurate with
the ratings assigned. As the situation evolves, we will update our
assumptions and estimates accordingly. We have also tested the
sensitivity of the ratings to stressed spread compression assuming
a higher prepayment rate, potentially compressing the excess spread
available. The assigned preliminary ratings can withstand these
stresses."

  Preliminary Ratings

  CLASS       PRELIMINARY RATING    CLASS SIZE (%)
  A            AAA (sf)              86.00
  B-Dfrd       AA (sf)                4.50
  C-Dfrd       A (sf)                 3.50
  D-Dfrd       A- (sf)                2.00
  E-Dfrd       BBB (sf)               1.50
  F-Dfrd       BB+ (sf)               1.50
  Z-Dfrd       B+ (sf)                1.00
  X1-Dfrd      B (sf)                 3.00
  X2           NR                     1.50
  RC1 Residual Certs   NR             N/A
  RC2 Residual Certs   NR             N/A


THOMAS COOK: Burton Shop Gets New Tenant Two Years After Collapse
-----------------------------------------------------------------
Helen Kreft at StaffordshireLive reports that a town centre shop
once occupied by doomed travel agent Thomas Cook is to be filled
once again -- almost two years after the operator collapsed into
administration.

According to StaffordshireLive, the Thomas Cook unit, in Station
Street, Burton, was taken over by Hays Travel after the travel
giant collapsed in October 2019, but 18 months later Hays announced
it would not be reopening after lockdown amid the massive impact
the pandemic had had on the travel industry with flights grounded
for months.

The premises has been empty since the news was revealed in January,
this year, StaffordshireLive notes.

However, the venue is set to be filled again after a new tenant
agreed a lease for the place, StaffordshireLive discloses.  It has
not yet been revealed who the new tenant is or what their business
will be, StaffordshireLive states.



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *