/raid1/www/Hosts/bankrupt/TCREUR_Public/210715.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, July 15, 2021, Vol. 22, No. 135

                           Headlines



A U S T R I A

SIGNA DEVELOPMENT: Fitch Publishes 'B-' LT IDR, Outlook Stable
SIGNA DEVELOPMENT: S&P Rates New EUR300MM Bond 'B', Outlook Stable


F R A N C E

BID CO SB: Moody's Assigns 'B2' CFR & Rates EUR850MM Term Loan 'B2'
BIDCO SB: Fitch Assigns 'B(EXP)' LT IDR, Outlook Stable


G E R M A N Y

OLDENBURGISCHE LANDESBANK: Moody's Rates Tier 1 Notes 'Ba3(hyb)'


G R E E C E

PUBLIC POWER: Fitch Gives 'BB-(EXP)' Rating to EUR350MM Unsec. Bond


H U N G A R Y

OTP BANK: Moody's Reviews 'Ba1' Sub. Bond Rating for Downgrade


I R E L A N D

BILBAO CLO II: Fitch Assigns B-(EXP) Rating to E-R Tranche
BILBAO CLO II: Moody's Assigns (P)B3 Rating to Class E Notes
BROOM HOLDINGS: Moody's Assigns First Time 'B1' Corp. Family Rating
BROOM HOLDINGS: S&P Assigns Preliminary 'B' ICR, Outlook Stable
GOLDENTREE LOAN 4: Moody's Gives (P)B3 Rating to Class F Notes

ROCKFIELD PARK: Moody's Assigns (P)B3 Rating to Class E Notes


I T A L Y

DOVALUE SPA: Fitch Gives 'BB(EXP)' Rating to EUR300MM Sec. Notes
DOVALUE SPA: S&P Affirms 'BB' LT ICR on Proposed Refinancing
NEXI SPA: Moody's Affirms Ba3 CFR Following Nets Topco 2 Merger
PERINI NAVI: July 29 Deadline Set for Final Offers


L U X E M B O U R G

SANI/IKOS GROUP: Fitch Assigns FirstTime 'B-(EXP)' LongTerm IDR
SANI/IKOS GROUP: Moody's Assigns B3 CFR, Outlook Stable
SITEL GROUP: S&P Assigns 'BB-' ICR, Outlook Stable


N E T H E R L A N D S

BOCK CAPITAL: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
NOBIAN HOLDING 2: Fitch Assigns Final 'B+' LT IDR, Outlook Stable
NOURYON FINANCE: Fitch Affirms BB- Rating on Senior Sec. Debt


R O M A N I A

ALPHA BANK: Moody's Affirms 'Ba2' LongTerm Deposit Ratings


S P A I N

FOODCO BONDCO: S&P Hikes ICR to 'CCC+' on Improving Liquidity


S W E D E N

ELLEVIO AB: S&P Affirms 'BB+' Rating on Class B Debt
REDHALO MIDCO: S&P Assigns 'B' LongTerm ICR, Outlook Stable
SEREN BIDCO: S&P Assigns Prelim 'B' LongTerm ICR, Outlook Stable


U N I T E D   K I N G D O M

CO-OPERATIVE BANK: Moody's Raises LongTerm Deposit Rating to B2
DOLFIN FINANCIAL: Britannia Acquires GBP900 Million of Assets
ENQUEST PLC: S&P Raises ICR to 'B-' on Refinancing Progress
ENTAIN PLC: S&P Rates New Term Loan B4 'BB', Affirms 'BB' ICR
GREENSILL CAPITAL: Paid Ex-British PM US$1MM+ a Year as Adviser

GREENSILL CAPITAL: White Oak Named Successful Bidder of Finacity
NMC HEALTH: Abu Dhabi Judge Refers DIB Dispute to Arbitration
PLANET-U ENERGY: Enters Administration, 34 Jobs Affected
PROVIDENT FINANCIAL: FCA Concerned Over CCD Scheme of Arrangement
PUNCH PUBS: Fitch Assigns Final 'B-' LT IDR, Outlook Stable

[*] UK: Number of NE, Yorkshire Corporate Insolvencies Down in 1H

                           - - - - -


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A U S T R I A
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SIGNA DEVELOPMENT: Fitch Publishes 'B-' LT IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has published Signa Development Selection AG's (SDS)
Long-Term Issuer Default Rating (IDR) of 'B-' with Stable Outlook
and assigned it an expected senior unsecured rating of
'B+(EXP)'/'RR2'. Fitch has also assigned Signa Development Finance
S.C.S's planned EUR300 million bond guaranteed by SDS a
'B+(EXP)'/'RR2' expected rating. The assignment of the planned
bond's final rating is contingent on final documentation conforming
to information already received.

SDS is a property developer of office (34% of planned sqm),
residential (29%) and retail (26%) developments spread over
German-speaking Austria (primarily Vienna) and Germany (primarily
Berlin and Stuttgart). The D18 portfolio (Kaufhof department stores
across Germany), which was about 11% at end-December 2020 (FY20)
gross asset value (GAV) and the Austrian kika/Leiner retail stores
(15% of end FY20 GAV) yield some rental income, both with property
development angles.

At YE20 management estimated gross development value (GDV,
projected value of completed projects) at EUR8.3 billion compared
with a total investment cost of EUR6.0 billion, and GAV (reflecting
part-completed projects) totalling EUR2.9 billion, covering 51
development projects and a property optimisation portfolio
(primarily the kika/Leiner portfolio whose GAV is around EUR650
million).

KEY RATING DRIVERS

Forward Sales Beneficial: At end FY20, EUR1.2 billion of GDV (or
51% of the next three years' GDV completions) was already forward
sold with investment institutions or consortia, providing profit
visibility. These third parties' payments are primarily paid upon
completion, rather than in stages. Sold or signed forward sold
completions include BEL & MAIN Vienna, UP! (both completed in
1H21), Stream, Donaumarina Apartments & Studios and likely forward
solds including Beam and NEO (in FY22) projects. Their equivalent
GAV is predominantly funded on SDS's balance sheet cash receipts
during FY21 to FY23.

SDS markets some residential apartments for sale to public
individuals, but its GAV also includes residential and offices that
are on-sold to institutions. Fitch views the latter asset class as
potentially more volatile than residential, given many
participants' self-interest in business districts' commercial
properties affecting supply and demand dynamics and rental values.
Locking-in minimum values under office forward sales is beneficial
to SDS's risk profile.

Potential Development of Retail Portfolios: The 2019-acquired D18
properties (Galeria Karstadt Kaufhof 18 department stores, end-FY20
GAV EUR0.4 billion) have potential redevelopment angles, but Fitch
has discounted management's projected capital values and timing of
these plans, given the underlying challenges in this retail segment
and likely complexity of asset-related lease negotiations. This
portfolio provides minimal rental income net of attached long-dated
lease obligations. Galeria Karstadt Kaufhof Group, Germany
(fully-owned within the SIGNA group) exited insolvency proceedings
in September 2020, and SDS took a EUR9.3 million writedown in its
FY20 rents.

The kika/Leiner retail portfolio of 66 properties (44 stores,
end-FY20 GAV EUR0.5 billion) may also present development
opportunities when existing store leases expire or are
renegotiated. This is reflected in the 'optimisation portfolio'
label by management. The properties are occupied and rental
income-producing. kika/Leiner is owned within the SIGNA group.

Office Development Portfolio Diversity: The office development
portfolios are focussed on Vienna (mainly adjacent to the
Hauptbahnhof and Vienna's Urban city centre), Berlin (including
Mediaspree in Berlin Friederichshain), Hamburg and, in the future,
Wolfsburg. This provides some diversification to risk as these
commercial office markets' supply and demand dynamics are not
connected. Furthermore, residential projects are focussed on
Vienna, and smaller projects in St Polten, and Bolzano (Italy),
targeting the upper-end of these residential markets.

Visibility of Sale of Developments: Forward sales typically lock-in
profit, and funding from institutions or private consortia can be
at scheduled milestones or bullets upon project completion. SDS's
management views forward sales as a choice. Fitch believes that it
provides visibility and enables the group's next tranche of
development to be planned with greater financial certainty. If SDS
did not have a schedule of agreed sales and instead relied upon
future (volatile) commercial property yields for valuations and
residential apartment prices for its profits, its speculative
approach would be reflected in a lower rating.

Segregated Funding: SDS is primarily funded by project-level
secured debt (YE20: EUR1.3 billion) and across six projects'
entities, profit participation certificates (EUR0.09 billion), and
EUR0.2 billion secured funding for the kika/Leiner retail
portfolio. SDS's YE20 debt included an additional EUR0.1 billion
corporate loan (repaid in April 2021). SDS's debt is senior to its
own EUR0.31 billion of profit participation capital over various
pre-2026 scheduled maturities. The profit participation capital is
subordinated and documentation allows the notes to have traits of
perpetual capital, but given their coupons' cumulative nature,
Fitch has treated them as debt.

High Leverage: SDS's financial profile is highly leveraged and
reflects a mix of capital allocated to projects at various stages
of development and pre-payment. End FY20 net debt/percentage of
completion (POC)-adjusted EBITDA is affected by lower levels of
EBITDA and delayed POC, so leverage is over 10x. This is due to
reduce to below 5x upon FY21 completions (some of which occurred in
1H21) and forward sale receipts received. After receipts of FY22
forward sold cash proceeds, and two Berlin office sales, net
debt/POC-adjusted EBITDA normalises at around 5.5x-6.3x.
Development EBITDA margins (POC on cost) are above 20% (management
case: above 25%).

Wider SIGNA Group: As the SIGNA group is privately held, its
transparency is not comparable with listed groups. SDS uses and
remunerates SIGNA Real Estate Management GmbH for its project
development services. SDS's related party transactions are
disclosed and are subject to the oversight of its five-person
supervisory board, which has a fiduciary duty to SDS's
shareholders, both of whom are equipped to investigate the
investment rationale, arm's-length nature, and reporting of
transactions from other SIGNA group entities.

However, four of the five supervisory board members also serve on
the board of SIGNA Prime Selection AG so, in Fitch's view, and from
SDS's creditors' perspective, transactions with SIGNA Prime would
need to demonstrate a high degree of transparency.

DERIVATION SUMMARY

Across Fitch's Housebuilder Navigator peers there are different
risk profiles for different residential markets. In France, there
is little upfront capital outlay for land, and purchaser deposits
fund capex. In Russia, upfront land outlay and escrowed cash is
released to the developer upon completion only. In UK and Spain,
upfront land outlay and the bulk of the purchase price is paid upon
completion.

SDS's operations require upfront land outlay and final payment is
made upon completion (or scheduled payments, if this type of
financing is arranged). This is reflected in its higher leverage
compared with rated Russian residential developers PJSC LSR Group
(B+/Stable) and PJSC PIK Group (BB-/Stable) at around 2.0x and
1.5x, respectively. Residential-based CONSUS Real Estate AG (now
withdrawn, was 'B-') was higher forecast FFO net leverage (9x),
with some visibility from institutional pre-sold projects and
funding.

Fitch believes that SDS's development's office and residential
development portfolios across different geographies provides some
diversity, but office development is potentially more volatile
(demand, rental levels and values) than necessity-based housing (to
sell or rent), and requires perceptive and disciplined management
to read relevant markets. SDS's portfolio has a weighting in Vienna
and Berlin.

KEY ASSUMPTIONS

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

-- Use of management's schedule of agreed and near-term likely
    to-be-agreed forward sales, but increased post-FY21 spend by
    5% to 10% on major projects (effecting cost impairments and
    reducing EBITDA margin).

-- The D18 portfolio yields little net rental income after
    related head lease obligations. The kika/Leiner portfolio has
    EUR35 million annualised rental, which can be attributed to
    cover SDS's operating costs, so the main contribution to
    profits is the POC-adjusted EBITDA from developments.

-- Relative to the POC-adjusted EBITDA, the cash flow forecasts
    the timing of scheduled receipts (forward sales, completion of
    project dates).

-- Decreasing use of profit participation instruments at SDS and
    project level.

-- SDS external dividends at 6% net asset value.

Using POC EBITDA: Fitch has used a more meaningful
(auditor-overseen but not audited) IFRS 15-adjusted revenue and
adjusted EBITDA figures for FY18 to FY20 and in its forecasts,
based on the POC accounting method. This differs from the company's
audited accounts that include forms of "profits" through investment
properties residual valuations routed through the income statement.
Instead, under IAS 2 non-investment property (i.e. development
property as inventory) is valued at the lower of cost and net
realisable value.

If forward sold, these projects' revenue is recognised with the
POC, as are costs, to form EBITDA. If not forward sold, revenue and
costs are recognised at sale of the asset. There remains some lack
of synchronisation between the balance sheet (and resultant
debt/EBITDA ratios) as forward funding liquidity is mainly at
completion rather than periodic milestone payments. This makes
SDS's cash flow lumpy.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that SDS would be liquidated in the
event of bankruptcy rather than reorganised as a going-concern.
Fitch has assumed a 10% administrative claim.

Fitch used the unaudited YE20 GAV of EUR3.5 billion, deducted "at
equity" projects, deducted EUR0.4 billion for the D18 portfolio
(subject to complex operating lease obligations, and whose
valuations are likely to be speculative), EUR0.53 billion for the
kika/Leiner portfolio (which has its own secured debt attached to
these assets) and EUR0.12 billion for the remaining Optimisation
portfolio (with secured debt attached).

After a standard 25% haircut to the YE20 GAV of around EUR2.4
billion, the liquidation estimate of EUR1.6 billion reflects
Fitch's view of the value of SDS's GAV that can be realised in a
reorganisation and distributed to creditors.

The total amount of relevant debt claims is EUR1.2 billion of
relevant ProjectCo secured debt, and EUR90 million of profit
participation notes at the projectCo (SPV) level, both of which are
senior to rated SDS debt. The planned rated SDS EUR300 million bond
is expected to finance new projects. The SDS level EUR310 million
profit participation notes are subordinate to SDS's unsecured
debt.

The allocation of value in the liability waterfall results in
recovery corresponding to a 'RR2' (after application of Fitch's
Recovery Ratings Criteria 'RR2' cap for unsecured debt) for the
EUR300 million unsecured bond guaranteed by SDS.

RATING SENSITIVITIES

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

-- Positive free cash flow (FCF) generation on a sustained basis;

-- Sustained improvement in the financial metrics leading to FFO
    adjusted gross leverage below 4.0x;

-- FFO interest coverage ratio over 2.5x on a sustained basis;

-- Improved corporate governance attributes;

-- No adverse asset pricing affecting GAV.

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

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

-- Negative FCF on a sustained basis;

-- FFO interest coverage ratio below 1.5x on a sustained basis;

-- Reduction in the visibility of forward sales, including
    increased speculative developments;

-- Adverse value transfers to SDS, from related party
    transactions.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: As end FY20, Fitch-defined readily available
cash totalled EUR86 million. This was insufficient to cover the
group's large short-term debt of about EUR1.2 billion located at
SPVs at the project level, but the intended repayment of these
loans is the sale proceeds, upon completion, of respective
projects.

SDS's cash flow profile will be lumpy as forward sold projects'
receipts mainly from institutions are paid on property completion.

ISSUER PROFILE

SDS is a developer of office, residential and retail real estate
developments spread over German-speaking Austria (primarily Vienna)
and Germany (primarily Berlin and Stuttgart).

ESG CONSIDERATIONS

The score of '4' for Governance Structure reflects the active
participation of the founder within SDS without being a supervisory
or management board member of SDS. This has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

There is also a '4' for Group Structure reflecting SDS's
complexity, transparency as an unlisted entity and levels of
related-party transactions. This has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

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

SIGNA DEVELOPMENT: S&P Rates New EUR300MM Bond 'B', Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' ratings to Austrian property
developer Signa Development Selection AG (SDS) and its proposed
EUR300 million senior unsecured bond. S&P's recovery rating for
this instrument is '3'.

S&P said, "The stable outlook reflects our view that SDS will
continue to deliver its good quality development pipeline, without
material COVID-19-related disruptions, attracting institutional
buyers, while its forward sales strategy will limit project risks.

"Our assessment of SDS' business is constrained by the inherent
volatility and cyclicality of the real estate developer industry.
We believe property development is closely tied to economic cycles
and that competition can be intense. That has translated into a
high degree of variability in sales and property values
historically in the industry, which we factor into our assessment
of SDS. We estimate SDS' EBITDA margin, using percentage of
completion (PoC) revenue recognition, will be about 20%-25% over
the next 12 months. We understand SDS maintains a clear focus on
cost control and is closely involved through the entire lifecycle
of projects, thanks to a significant workforce. SDS outsources the
construction cycle to individual contractors that are supervised
meticulously to ensure projects are delivered on time and on
budget. SDS' margins and size are comparable with those of peers
like
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@43377d65
(BB-/Stable/-- ratings withdrawn on June 17, 2021; about 20%-25%)
and U.K. homebuilder
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@4cc498d6
(B+/Negative/--; about 20%). That said, we believe SDS' business is
weaker than
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@24073880's
(BBB-/Negative/--) in terms of scale (about EUR3 billion of
revenue) and development-related risks."

SDS has a diversified project development portfolio of EUR8.45
billion of gross development value (GDV) and focuses on regions in
Austria and Germany with strong fundamentals. SDS' development
pipeline breaks down as follows: 36% of total planned area is
office development projects, 29% residential, 26% retail, 4% hotel
assets, and 5% other. That said, we see the development of
commercial assets, especially retail and hotel properties, as less
resilient than the development of residential assets, which usually
benefit from less volatility in price and final demand. SDS
develops good quality properties, following high environmental,
social, and governance (ESG) standards (the company targets 100%
green building certification for all new project developments).
Projects are usually in well-established urban locations with good
market fundamentals and transport links in metropolitan cities such
as Vienna and Berlin (37% and 23% of total GDV respectively). S&P
understands that the completion time of SDS' development projects
averages two to three years once planning permission is granted. A
significant part of SDS' development projects (about EUR2.4 billion
of GDV and EUR1.5 billion of gross asset value) are already under
construction and some of the projects in planning stage consist of
existing assets that will be redeveloped in order to increase their
value through repositioning (e.g. the Kaufhof retail portfolio).
About 26% of the existing GDV is scheduled for delivery in 2021 and
2022, and 6% is already completed. In addition, SDS currently owns
certain income generating assets (EUR0.65 billion of fair value)
that are mainly let to Kika/Leiner, a furniture retail group in
Austria. SDS generated EUR75 million in rental income in 2020,
including intermediate income from development assets.

SDS focuses on forward sales to institutional investors in order to
de-risk its development pipeline. S&P said, "We see this positively
since it removes uncertainty at completion. Currently about EUR1.2
billion of the group's GDV has been forward sold. These projects
account for roughly 51% of the GDV expected to be delivered in the
next three years (about 87% of the GDV expected to be delivered
during 2021 has already been sold). SDS' target buyers are usually
big institutional investors, such as Allianz or Bayerische
Versorgungskammer, which we believe will continue to be attracted
to SDS' projects on the back of the existing low-yield environment
and their strong available liquidity. That said, we believe they
might be more sensitive to market downturns than individual private
real estate investors. We consider Consus Real Estate AG a close
peer for SDS; both companies focus on forward sold development
projects to institutional investors, although Consus is mainly
developing residential real estate properties in Germany (GDV of
about EUR8 billion). Unlike Consus, SDS only receives cash payment
at delivery of projects, weighing more on the company's liquidity
needs through construction, which are typically covered with debt.
SDS usually starts the project without forward sale and aims to
sell the building ahead of completion, which increases sales
uncertainties. Nevertheless, we recognize SDS' strong brand
recognition and successful track record in the Austrian and German
real estate market. We also note that SDS manages final price
fluctuation by establishing price collars in its forward sale
agreements. We understand that this feature sets a minimum price
that the buyer will pay to SDS despite any potential decline in
market prices. This eliminates substantial uncertainty from SDS'
projects."

COVID-19 fallout has not materially affected SDS' performance. S&P
said, "We understand that the different measures taken to stop the
spread of the virus in Austria and Germany had no significant
impact on SDS' development pipeline, with only minor disruptions or
delays in its projects. However, we believe that the situation,
with new variants of the virus, remains uncertain and future
measures could impede construction and planned deliveries. At the
same time, commercial property prices and market rents have
suffered across Europe during 2020, especially if we look at retail
assets, and could constrain operating margins if the trend
continues this year. We recognize that asset values have remained
resilient in certain DACH areas such as Berlin, but we continue to
monitor the situation closely."

SDS is highly leveraged, with gross debt to EBITDA expected to
improve toward 10x in the next 6-12 months. S&P said, "We forecast
SDS' EBITDA interest coverage will remain comfortably above 2x for
the same period. SDS' capital structure contains mainly debt at the
project level (about EUR1.1 billion), but also profit participation
capital amounting to EUR400 million at end-March 2021. While this
instrument has some hybrid-like features, we don't give any equity
content to it given the short maturity (less than 10 years) and
nondeferability of its coupon (the coupon needs to be paid if the
company meets a certain level of profitability). We understand that
the profit participation capital is deeply subordinated in SDS'
capital structure. The company also benefits from a relatively low
average interest rate of about 2.2% at end-December 2020 and has no
foreign exchange exposure risk. We acknowledge SDS'
less-than-adequate liquidity position in the coming 12 months, but
we believe its projects should generate sufficient free cash flow
to comfortably cover spending needs at the holding level, excluding
dividend distributions. If successful, the proposed bond will also
improve SDS' liquidity position."

S&P said, "In analyzing the company's financial risk profile, we
adjust the profit and loss financial statement (P&L) for PoC
revenue recognition. This represents a material adjustment that we
perform to effectively compare the company with other rated real
estate developers. We understand that SDS will maintain its current
way of reporting in the near future, but it will include a
conversion of selected P&L items attached as notes to its financial
statements, comparable to PoC accounting, which will be reviewed by
its auditor KPMG. At the same time, SDS uses third-party appraisals
to fair value its development projects once a year and usually
records unrealized valuation gains in its P&L that we remove from
our EBITDA calculation. This is a feature we typically see in real
estate investment trusts rather than real estate developers."

SDS is under the umbrella of Signa Holding and we believe this
provides a competitive advantage over peers. Signa Holding, founded
in 1999 by Rene Benko, is one of the largest private conglomerates
in Austria. The company benefits from a large scale and the group's
network, which provide a dominant market position with regards to
market knowledge and proprietary deal sourcing. This is one of the
main reasons why we apply a positive comparable rating analysis to
our rating. S&P notes that Signa's brand recognition and track
record could also be an advantage for SDS during its construction
and sales process. Conversely, it might raise a certain dependence
on the founder of the group and other key individuals. Furthermore,
the company has demonstrated asset management capabilities that
could help to absorb finished developments in case no buyer is
found. This has been proven in its owned property portfolio as well
as part of SDS' appeal for institutional investors. The company
usually delivers its commercial projects with a high level of
occupancy, although it is not a requirement under the forward sale
agreements, creating significant value-added for the final buyers.

S&P said, "The stable outlook reflects our view that SDS will
continue to deliver its good quality development pipeline without
material COVID-19-related disruptions. We believe that SDS will
continue to attract institutional buyers and de-risk projects by
leaning on forward sales.

"We therefore expect gross debt to EBITDA to improve toward 10x and
EBITDA interest coverage above 2x in the next 6-12 months, with
sufficient liquidity coverage."

S&P would downgrade the company if:

-- Operating performance and margins deteriorated markedly, or if
the company failed to execute significant projects, putting its
brand reputation at risk;

-- Credit metrics deviated meaningfully from our base-case
projections, particularly EBITDA interest cover below 2x;

-- Liquidity position eroded substantially; or

-- Signa Holding changed its conservative approach, jeopardizing
SDS' credit quality, for example, through large dividend
distributions.

S&P would upgrade SDS if it sustained:

-- Improved gross debt to EBITDA close to or below 5x;

-- EBITDA interest coverage comfortably above 2x; and

-- Adequate liquidity.

S&P might also consider an upgrade if SDS' weight within Signa
Holding increased significantly and it viewed the parent's credit
worthiness meaningfully higher than SDS' current rating.




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F R A N C E
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BID CO SB: Moody's Assigns 'B2' CFR & Rates EUR850MM Term Loan 'B2'
-------------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
to Bid Co SB and a Probability of Default Rating of B2-PD. The
outlook is positive. Moody's has also assigned a B2 rating to the
EUR850 million senior secured term loan B and to the EUR150 million
revolving credit facility to be issued by Bid Co SB.

Bid Co SB is the holding company of the new insurance brokerage
group formed from the merger of two brokers based in France, SIACI
Saint Honore SAS and Group Burrus Courtage. The merger will be
effective after the obtention of regulatory approvals, which the
company expects to occur in October 2021. The proceeds of the new
issuance will primarily be used to repay existing debt previously
issued by SIACI Saint Honore SAS.

RATINGS RATIONALE

The B2 CFR rating reflects the group's high leverage, expected
between 6x and 7x (Moody's calculations) at the close of the
transaction, mitigated by a strong market position of the new group
in the French and European business to business (B2B) insurance
brokerage market, a good business and geographic diversification
and a good profitability.

The positive outlook reflects Moody's expectation that the leverage
of the group will decrease below 5.5x in the next 18 months, thanks
to organic EBITDA growth and an expected prudent financial strategy
as regards future debt issuance. Moody's understands that the new
group is targeting a leverage ratio sustainably below 5.5x.

Following the issuance of the EUR850 million term loan, the
repayment of existing debt, and incorporating synergies that the
combined group is likely to generate over time, Moody's expects the
group's pro-forma Debt-over-EBITDA (leverage ratio) to be at 6.2x
at year-end 2021. In addition, Moody's expects the leverage ratio
to gradually trend down as the group's EBITDA grows and more
synergies are extracted. Moody's believes that the merger carries
execution risks, although these are mitigated by the complementary
nature of SIACI Saint Honore SAS's and Group Burrus Courtage's
business models. In addition, both groups have a track record of
high retention and organic growth. For example, both groups managed
to grow in 2020, despite a challenging environment.

Bid Co SB should also benefit from its enlarged size compared to
both SIACI Saint Honore SAS and Groupe Burrus Courtage. Bid Co SB
will become one of the largest brokers headquartered in Europe. It
will operate throughout the insurance value chain and be active in
multiple business lines and geographies, although most of their
revenues will be generated in France.

Bid Co SB's profitability will also be strong, with an estimated
EBITDA margin above 25%, including expected synergies. The
liquidity of the group will also benefit from the payment of some
of the earn outs related to past acquisitions, which will reduce
the need for future cash payment, and support the cash generation
of the group in coming years.

The B2 rating on the proposed EUR850 million senior secured term
loan B and B2 rating on the proposed EUR150 million revolving
credit facility reflect Moody's view of the probability of default
of Bid Co SB, along with Moody's loss given default (LGD)
assessment of the debt obligations and the absence of strong
covenants.

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

Moody's mentions that factors that could lead to an upgrade of Bid
Co SB's ratings include: (i) a leverage reducing sustainably below
5.5x EBITDA, or (ii) EBITDA margin increasing to above 35%.

Conversely, the following factors could lead to a downgrade of Bid
Co SB's ratings: (i) a leverage above 7x EBITDA, or (ii) a
reduction in EBITDA margin below 20%.

RATING LIST

Issuer: Bid Co SB

Assignments:

Long-term Corporate Family Rating, assigned B2

Probability of Default Rating, assigned B2-PD

Senior Secured Term Loan B, assigned B2

Senior Secured Revolving Credit Facility, assigned B2

Outlook Action:

Outlook assigned Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.


BIDCO SB: Fitch Assigns 'B(EXP)' LT IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has assigned Bidco SB SAS an expected Long-Term
Issuer Default Rating (IDR) of 'B(EXP)' with a Stable Outlook and
Acropole Bidco SAS's (Acropole) senior secured loan an expected
rating of 'B+(EXP)'.

Fitch has also placed Acropole's Long-Term 'B' IDR on Rating Watch
Positive (RWP). A full list of rating actions is detailed below.

Bidco SB is an entity incorporated by Groupe Burrus Courtage (GBC),
the Ontario Teachers Pension Plan (OTPP), management and other
minority investors to merge Acropole's insurance brokerage
business, trading as Siaci Saint Honoré (S2H), with certain
insurance brokerage entities owned by GBC.

Bidco SB's ratings reflect high leverage as well as the combined
entity's leading position as an independent business-to-business
(B2B) corporate insurance broker, mainly in France. The merger will
expand Acropole's scale and profit margins plus provide scope for
savings. Fitch expects Bidco SB's leverage to improve to within
Fitch's sensitivities for a 'B' rating by 2023 on organic growth
and integration cost savings.

The RWP on Acropole reflects potential improvement to its business
and financial risk profile should the merger complete. This would
result in a Stable Outlook, which would align it with the expected
rating on Bidco SB. Fitch expects to withdraw Acropole's IDR and
Sisaho International's ratings at the completion of the
integration.

The assignment of final ratings is contingent on the completion of
the merger, the issue of the rated debt securities, and the receipt
of final documents conforming to information already received.

In accordance with Fitch's policies the issuer appealed and
provided additional information to Fitch that resulted in a rating
action that is different to the original rating committee outcome.

KEY RATING DRIVERS

Leverage Remains High: Fitch projects Bidco SB's funds from
operations (FFO) gross leverage under the new capital structure at
above 10x in 2021, taking into account GBC's earnings contribution
only for a fraction of the year. Fitch expects the metric to
decline to 7.1x for 2022 after the first full year of trading
post-merger, versus Acropole's 8.3x at end-2020. The new debt
package, including a EUR850 million TLB and an EUR150 million RCF,
will refinance Acropole's existing LBO debt and partially finance
an equity claim by exiting investors. The post-merger leverage is
lower than Acropole's 2020 figure, implying a marginal dilution in
the group's debt multiples.

Execution of Synergies is Key: Deleveraging prospects rely on the
achievement of integration cost savings and revenue enhancements,
which are subject to execution risks. The group highlighted about
EUR35 million of potential EBITDA increases following the
integration, expected by 2025. Fitch conservatively lower severance
and IT savings, while pricing improvements and cross selling may
take longer to implement. Fitch expects around EUR17 million of
EBITDA gains to be achieved by 2024, about 50% of management
indications for that year. However, Fitch expects over 40% of the
forecast savings to be achieved by 2022.

Financial Policy to Change: Fitch expects the new owners of the
merger to adopt a more conservative stance on leverage than the
exiting private-equity investors. This is underlined in GBC's
integration being financed with a higher equity component versus a
standalone Acropole. However, consolidation in the insurance
brokerage sector may lead to recourse to additional debt, permitted
under proposed debt documentation, to fund bolt-on or meaningful
acquisitions. Distributions to shareholders are also permitted.

Sectional Improvement in Business Profile: Fitch believes that
integration with GBC will provide a stronger business profile than
a standalone Acropole. GBC will add more scale to S2H's leading
position in risk, marine, health and protection and also contribute
its coverage of niches in credit and professional risks. Fitch
expects the combined entity to improve S2H's market position in
both France and in Switzerland. However, the European insurance
brokerage market remains fragmented, with several regional niche
operators competing alongside few international champions. For this
reason, Fitch expects the enlarged group's pricing power, under the
covered niches and business lines, to improve only marginally.

Improving FCF Conversion: Fitch-defined EBITDA margin, adjusted for
IFRS 16, will be around 24% in 2022, once the acquisition is
completed, before rising to 25% by 2024. These margins are higher
than Acropole's 20%. Margin improvements, mainly sustained by cost
savings, are expected to deliver free cash flow (FCF) margins
toward 5% through the cycle. Capex requirements are the main factor
affecting cash conversion, and are led by the sector's IT and
digital infrastructure requirements.

Improved Liquidity: Fitch projects cash on balance sheet for the
combined group at around EUR20 million at end-2021, post-merger.
Cash headroom will reduce to below EUR10 million in 2022, following
around EUR40 million of call option and earn-out payments. However,
Arcopole's currently fully-drawn EUR80 million RCF will be
termed-out in refinancing. A new undrawn EUR150 million RCF will be
available, improving the group's liquidity. Non-trade
working-capital sources, such as cash related to premiums received
from customers to be transferred to insurers, are a key additional
source of liquidity.

Stable Sector Outlook: Fitch maintains a stable outlook for the
non-life insurance in France, such as health and protection, and
property and casualty. Fitch expects insurers to absorb
pandemic-induced losses and withstand economic pressures on
premiums and investment income without a material impact on their
credit profiles. Strong diversification in the sector and
normalisation of claims post-pandemic are sustaining factors. Fitch
believes broadly improving economic conditions in France are key
for the group to accelerate growth. This applies in particular to
temporary hire policies within the health and protection business.

DERIVATION SUMMARY

Bidco SB is the result of the combination between Acropole's
insurance brokerage business, trading as S2H, and certain legal
entities unified under the brand of GBC, trading under various
names including Diot.

The combined entity will increase the scale of S2H by about 50%.
The acquisition will contribute to Acropole's strong legacy
position in risk protection, particularly marine, and health and
protection business, and add new product lines including credit
protection and professional coverage. The combination will focus on
corporate clients and concentrate on certain niches, mainly in
France. Its ratings are based on the enlarged group's market
position, moderate but increasing EBITDA margins and cash
generation, plus high leverage.

Bidco SB is comparable in size to Andromeda Investissements SAS
(April, B/Stable), and has a B2B business model, in contrast with
April's larger distribution platform and more diversified
consumer-oriented proposition. April's offering is aimed at retail
clients mainly in health and protection. UK-based Ardonagh Midco 2
plc (B-/Stable) is also strong in retail and larger than S2H,
although it maintains a higher leverage profile.

Both Bidco SB and Ardonagh have made significant acquisitions in
recent years. This has led to weaker credit metrics, in particular
for Ardonagh. In both cases the delivery of margin improvements
through cost savings and revenue enhancement has been delayed by
the pandemic and by the structure of the contracts between these
companies and their clients. In most cases, efficiency improvements
can only be achieved closer to contract renewal.

KEY ASSUMPTIONS

-- Organic revenue CAGR of 4.8% across 2021-2024;

-- Group pro-forma EBITDA margin of 21.6% in 2021;

-- Realisation of EUR17 million of EBITDA synergies by 2024;

-- Capex around 7% of revenue through 2024.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that the combination between Acropole
and GBC would remain a going concern through a balance-sheet
restructuring rather than liquidated in a default. Most of the
group's value hinges on the brand, client portfolio and the
goodwill of relationships.

Our analysis assumes a going-concern EBITDA of around EUR120
million, compared with projected LTM EBITDA to December 2020 of
EUR133 million. At this level of going-concern EBITDA, which
assumes corrective measures to have been taken, Fitch would expect
the group to generate break-even to slightly positive FCF.

A restructuring may arise from financial distress related to
increased competition, including from insurtech companies,
affecting commissions pricing, and shrinking revenue and margins.
Structural- market changes, affecting the technical profitability
of insurers in segments such as health and protection, may also hit
prospects for the combined group. Challenges in integration may
limit the group's ability to address long-term challenges.
Post-restructuring scenarios may involve acquisition by a larger
company to connect the group's clients within an existing
platform.

After applying an enterprise value (EV) multiple of 5.5x to the
post-restructuring going-concern EBITDA, Fitch's waterfall analysis
generated a ranked recovery in the 'RR3' band after deducting 10%
for administrative claims. This indicates a 'B+'/'RR3'/59%
instrument rating for the outstanding senior secured debt. Fitch
included in the waterfall EUR11 million of local facilities that
Fitch understands from management are mainly borrowed within the
restricted group, therefore ranking pari passu with the senior
secured liabilities. Fitch also considered a fully drawn EUR150
million RCF.

RATING SENSITIVITIES

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

For Bidco SB

-- FFO gross leverage below 5.5x;

-- FFO interest coverage above 3.5x;

-- EBITDA margins at or higher than 25% through the cycle;

-- Successful integration and delivery of synergies in line with
    management plan, leading to improvements in leverage and
    profitability, including FCF margins at 5% or higher.

For Acropole

-- FFO gross leverage below 5.5x;

-- FFO interest coverage above 3.5x;

-- EBITDA margins at or higher than 25%;

-- Successful M&A strategy leading to higher FFO through
    synergies;

-- Successful completion of the merger under the currently
    presented terms.

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

For Bidco SB

-- FFO gross leverage remaining above 7.0x by 2022, due to poor
    delivery of synergy plan also causing a lack of significant
    deleveraging during 2021;

-- FFO interest coverage below 2.5x;

-- EBITDA margin declining towards 20%, due to stiff competition
    or more difficult operating conditions, including a slow
    integration process;

-- Weakening FCF towards break-even or negative;

-- Recourse to additional debt to finance acquisitions;

-- Ongoing weak liquidity with high reliance on insurance working
    capital.

For Acropole

-- FFO gross leverage above 7.0x with a lack of momentum to
    deleverage by end-2021;

-- FFO interest coverage below 2.5x;

-- EBITDA margins declining towards 20%, due to stiff competition
    or more difficult operating conditions;

-- Ineffective integration of acquisitions weakening FCF;

-- Further debt-financed acquisitions;

-- Ongoing weak liquidity with high reliance on insurance working
    capital;

-- Failure to complete the merger resulting in adverse operating
    and financing prospects for Acropole, including an increase in
    refinancing risk and tighter liquidity.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Cash on balance sheet for the combined group will be around EUR20
million at end-2021, reducing to below EUR10 million in 2022,
following earn out payments. A new EUR150 million RCF and non-trade
working capital cash resources are available to the group.

ISSUER PROFILE

Bidco SB is an entity incorporated by the France-based and
family-owned GBC, OTPP, management and other investors to merge
Acropole's insurance brokerage business with certain insurance
brokerage entities owned by GBC. Acropole's legacy business will
represent around two thirds of the combined group turnover.

SOURCES OF INFORMATION

The sources of information used to assess this rating were a draft
version of the debt documents, a rating agency presentation and a
meeting with management.

ESG CONSIDERATIONS

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



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

OLDENBURGISCHE LANDESBANK: Moody's Rates Tier 1 Notes 'Ba3(hyb)'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3(hyb) rating to the
proposed EUR100 million "Undated Non-Cumulative Fixed to Reset Rate
Additional Tier 1 Notes" (ISIN DE000A11QJL6) to be issued by
Oldenburgische Landesbank AG (OLB).

RATINGS RATIONALE

ASSIGNMENT OF LOW TRIGGER AT1 INSTRUMENT RATING

The Ba3(hyb) rating assigned to OLB's "low trigger" Additional Tier
1 (AT1) securities takes into account the instrument's undated
deeply subordinated claim in liquidation, as well as the security's
non-cumulative coupon deferral features, and is positioned three
notches below OLB's baa3 Adjusted Baseline Credit Assessment
(BCA).

According to Moody's framework for rating non-viability securities
under its Banks Methodology, the agency typically positions the
rating of low-trigger Additional Tier 1 securities three notches
below the bank's Adjusted BCA. One notch reflects the high loss
given failure that these securities are likely to face in a
resolution scenario, due to their deep subordination, small volume
and limited protection from residual equity. Moody's rating for
non-viability securities also incorporates two additional notches
to reflect the higher risk associated with the non-cumulative
coupon skip mechanism, which could take effect prior to the issuer
reaching the point of non-viability.

As long as they benefit from regulatory recognition as Additional
Tier 1 capital, the securities are senior only to OLB's ordinary
shares and other capital instruments that qualify as Common Equity
Tier 1 (CET1). The instrument's principal is subject to a
write-down on a contractual basis if OLB's solo or consolidated
CET1 ratio falls below 5.125%. Furthermore, a write-down or
conversion into common equity could occur if the bank's regulator
or the relevant resolution authority determine that the conditions
for a write-down of the instrument are fulfilled and resolution
authorities order such a write-down.

OLB's baa3 BCA reflects the bank's sound financial fundamentals
underpinned by its strong access to retail deposit funding and by
its solid capitalisation. At the same time, the baa3 BCA
incorporates Moody's expectation that OLB will continue to tightly
manage liquidity safety buffers while the bank restructures its
retail operations and increases the role of specialised lending
portfolios, which will raise OLB's exposure to asset concentration
risks.

RATING OUTLOOK

Ratings on subordinated instruments, including AT1 instruments, do
not carry outlooks.

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

An upgrade of OLB's AT1 rating could be driven by an upgrade of its
BCA. The bank's ratings could also be upgraded because of a higher
rating uplift resulting from Moody's Advanced LGF analysis.

An upgrade of OLB's baa3 BCA could be prompted by the establishment
of a sustained track record of achieving financial targets,
including strong profitability, which would reflect the progress in
the formation of a universal banking group; or sizeable retention
of profit to achieve a higher capitalization than management
currently targets.

A downgrade of OLB's AT1 rating could be prompted by a BCA
downgrade; or in the currently unlikely scenario of wider
additional notching from the bank's Adjusted BCA becoming
necessary, for example if OLB's available distributable items or
maximum distributable amount (MDA) were to shrink significantly.

OLB's BCA could be downgraded as a result of rising asset risks,
particularly in case of a more pronounced shift in its asset
composition towards higher-margin special lending than what the
rating agency currently expects; a sustained decline in its capital
ratios below management's current target in case of unexpectedly
high risk-weighted asset (RWA) growth or transformative M&A
activity; or a significant weakening in financial results.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Banks Methodology
published in July 2021.




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

PUBLIC POWER: Fitch Gives 'BB-(EXP)' Rating to EUR350MM Unsec. Bond
-------------------------------------------------------------------
Fitch Ratings has assigned Public Power Corporation S.A.'s (PPC;
BB-/Stable) upcoming EUR350 million sustainability-linked senior
unsecured bond due 2028 an expected rating of 'BB-(EXP)'. The
Recovery Rating is 'RR4'. The final rating is contingent on the
receipt of final documents conforming materially to the preliminary
documentation reviewed.

The new bond will rank pari passu with PPC's existing senior
unsecured instruments. Proceeds from the proposed bond will be used
to partially repay existing senior unsecured bank debt with Greek
banks and to improve overall company's financial flexibility.

PPC's IDR reflects the more volatile and less transparent
regulatory and operating environments in Greece, high leverage and
consistently negative free cash flow (FCF) throughout the
investment cycle. It also reflects PPC's dominant integrated
position in the domestic market and improved long-term
sustainability following its strategic repositioning and
constructive energy reforms in Greece since 2019. The IDR
incorporates a one-notch uplift, reflecting overall moderate links
with the Greek state (BB/Stable).

KEY RATING DRIVERS

Leverage-neutral Bond Issuance: Fitch does not expect PPC's
proposed EUR350 million senior unsecured bond to have an impact on
the company's leverage metrics. The proceeds will be largely used
to refinance and repay the existing senior unsecured bank debt with
Greek banks at the holdco level. The issuance will also improve the
company's maturity profile and lower the average cost of debt,
which improves financial flexibility.

Sustainability-linked Feature: The proposed notes' terms and
conditions include a potential coupon step-up of 50bp to be
triggered if PPC fails to achieve its Scope-1 CO2 emission
reduction target of 57% from 2019 levels by December 2023. This is
in line with company's strategic plan to 2023, which includes large
investments in renewables and the gradual closure of its lignite
plants. The company has recently announced the shift to natural gas
of its Ptolemaida V lignite plant by 2025 (previously 2028), driven
by high CO2 prices.

Asset Sale Could Increase Subordination: Fitch believes the
potential sale of a 49% stake in PPC's distribution arm, Hellenic
Distribution Network Operation S.A. (HEDNO), could increase
structural subordination within the group as certain loans would be
moved to the level that assets are located and the ratio for prior
ranking debt could increase above Fitch's threshold for
subordination, if the company does not take any other offsetting
measure. This could trigger a downgrade of the notes' senior
unsecured rating.

Progress on HEDNO's Asset Sale: Nine potential investors have been
pre-selected to continue in the tender process for the acquisition
of a 49% stake of HEDNO's share capital. PPC's final decision will
be based on final offers received. Consequently, HEDNO's sale is
not part of Fitch's base case. Fitch expects new developments on
the sale by end-2021 or early 2022.

Approved Demerger and Hive-Down: The boards of directors of PPC and
HEDNO approved the process to hive-down to HEDNO the assets and
liabilities related to the electricity distribution network held
directly by PPC. The approved process is subject to a successful
bidding process. Based on the published valuation, debt to be
transferred is EUR1,472.4 million. Fitch will assess structural
subordination when there is final development on the sale and the
group and debt structure is in its final form, including required
debt prepayment with the 50% of the sale proceeds.

2021 Leverage Within Guidelines: For FY21, Fitch forecasts EBITDA
(adjusted by Fitch) to be around EUR800 million, down from EUR861
million in 2020, largely due to higher energy and CO2 prices
affecting supply activity compared with the exceptionally low
prices in 2020 that boosted supply earnings. FFO net leverage is
forecast at 5.3x by end-2021 (end-2020: 3.9x), although with
comfortable headroom within the 6.0x negative guideline for the
'b+' Standalone Credit Profile (SCP).

PPC has expressed its commitment to prioritise deleveraging over
additional growth and dividend distributions, including a target of
a maximum 3.5x net debt/EBITDA (as defined by the company) by 2023.
This is consistent with Fitch's guidelines for the 'b+' SCP.

Target Model Stabilisation: The system is approaching an
equilibrium point, where increased competition and transparency
have helped the market operate more efficiently. In addition,
Greece and Bulgaria's energy markets were coupled in May, which has
increased cross-border trading. Fitch expects the company to apply
the day-ahead wholesale price clauses to its supply tariffs from
August, as the stabilisation of balancing prices (favouring the
generation unit) is no longer able to offset higher wholesale
prices affecting PPC's supply activity, as it was the case at the
inception of the Target Model.

Gradual Progress in Collections: Receivables' stock (excluding
state receivables) were EUR2.4 billion by April 2021, slightly down
from around EUR2.5 billion at end-2019. Further improvement is
likely, given management's greater focus on this area. However, it
remains a key liquidity risk, as collections are exposed to the
economic conditions in Greece. PPC closed a non-recourse
securitisation facility of 90 days past due receivables for EUR325
million in June 2020.

State Links Warrants Uplift: Fitch assigns a one-notch uplift to
PPC's SCP of 'b+', reflecting the company's links with Greece under
Fitch's Government-Related Entities Rating Criteria. Key to this
assessment are the government's indirect 51% stake and effective
control of PPC's board of directors, state guarantees for about 44%
of PPC's total debt by March 2021, PPC's role as the incumbent
electricity utility company and a large employer in the country and
the substantial exposure of domestic banks.

DERIVATION SUMMARY

PPC is the incumbent electricity utility in Greece, with the
closest domestic rated peer Mytilineos S.A. (MYTIL; BB/Stable),
although the latter lags PPC in market share and scale. MYTIL is a
diversified group operating in the more volatile and cyclical
metallurgy (aluminium) and engineering procurement and construction
sectors and in the power sector, with energy expected to contribute
at about 40% by 2024. MYTIL benefits from a higher renewable
capacity in its business mix, more profitable gas-fired plants and
no exposure to loss-making lignite.

The two-notch rating difference on a standalone basis for PPC is
due to Fitch's substantially lower forecast for MYTIL's net
leverage, which Fitch expects to trend to 2.0x by 2023, versus
PPC's of about 4.9x. The single-notch uplift for government links
for PPC narrows the final difference between the two IDRs to one
notch.

In neighbouring countries, PPC's closest peer is Bulgarian Energy
Holding EAD (BEH; BB/Positive) with a 'b+' SCP and marginally lower
FFO net leverage averaging 4.8x for 2021-2023. However, Fitch views
PPC's business risk profile as slightly better and debt capacity
higher due to its larger scale, and the more regulated and
contracted nature of its cash flow, which is somewhat mitigated by
a healthier operating environment in Bulgaria and still profitable
mining and coal-fired generation for BEH. BEH's sovereign support
score under Fitch's Government-Related Entities Rating Criteria is
the same as PPC, but allows for a higher uplift of two notches
compared with PPC, due to Bulgaria's higher sovereign rating
(BBB/Positive) than Greece.

PPC's integrated business structure and strategic position in the
domestic market make the company comparable with some
investment-grade central European peers, such as ENEA S.A.
(BBB/Stable). ENEA share issues related to coal mining and
coal-fired generation, but these sectors are profitable for ENEA
and loss-making for PPC. In addition, PPC operates in a more
volatile and less transparent regulatory environment than ENEA and
its results are less predictable, with a history of political
intervention. The overall better business risk profile, healthier
operating environment and lower leverage explain the multi-notch
difference with the central European peers. PPC's rating includes a
single-notch uplift to reflect links with the sovereign, which is
not the case for ENEA.

KEY ASSUMPTIONS

Electricity Generation:

-- System marginal price in Greece at EUR49-51/MWh in 2021-2023
    (EUR46/MWh in 2020E);

-- Phase-out of lignite-red power plants and mines, as announced
    by PPC; commissioning of the new 0.66GW Ptolemaida V in 2022;

-- Decommissioning cash-cost of EUR40 million a year for an
    extended period of 10 years;

-- Gradual ramp-up of renewables (about 80% solar; 20% wind) to
    1.5GW by end-2023;

-- Higher load factors for gas-fired plants, due to lignite
    plants closures and efficiency mostly achieved through gas
    sourcing optimisation;

-- Hydro load factors at about 23% on average for 2021-2023;

-- Oil-fired output in non-interconnected systems sold to the
    regulated market at an average price of EUR180/MWh in 2021
    2023; and

-- Generation EBITDA to contribute positively only from 2022.

Electricity Distribution:

-- Regulatory asset base increasing to EUR3.3 billion in 2023,
    from EUR3.0 billion in 2020;

-- Weighted average cost of capital of 6.7% for 2021-2024. No
    incentives are assumed; and

-- EBITDA stable at about 47% of total EBITDA by 2023.

Supply:

-- Supply market share (interconnected system) declining to 50%
    of domestic market by end-2023 from 67% in December 2020, and
    retention of 'high-value' customers; and

-- EUR2.2 billion of doubtful receivables by 2023, down from
    EUR2.7 billion at year-end 2020.

Other:

-- Total capex (net of customer contributions and grants) of
    about EUR2.6 billion for 2021- 2023, of which about EUR1.0
    billion is in 2023;

-- Total working capital outflow of around EUR0.4 billion in
    2021-2023, mostly related to decreasing payables; and

-- No dividends distributed before 2023.

RATING SENSITIVITIES

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

-- Further tangible government support, such as a material
    increase in the share of state-guaranteed debt, and generally
    stronger links with the state could lead us to align PPC's
    rating with that of Greece.

-- An upward revision of the SCP would derive from FFO net
    leverage falling below 5.0x on a sustained basis, neutral to
    positive FCF and FFO interest coverage higher than 3.5x, lower
    regulatory and political risk or higher earnings
    predictability. However, this would result in an upgrade of
    the IDR only if coupled with an upgrade of Greece.

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

-- Weaker links with Greece, including the loss of the state's
    majority ownership or a material reduction of the share of
    state-guaranteed debt.

-- Weaker SCP, for example, due to FFO net leverage exceeding
    6.0x on a sustained basis or FFO interest coverage lower than
    2.5x.

-- Worsened operating environment in Greece coupled with the
    escalation of regulatory, social or political risk, such as
    the reversal or failed implementation of main energy reforms
    initiated in 2019, or failure to improve trade receivables
    collections.

-- Material delays to the decommissioning of mines and lignite
    fired plants and to the ramp-up of renewables as communicated
    by the company.

-- Weaker liquidity position not covering at least 12 months of
    debt maturities.

-- The sale of a minority stake of HEDNO, together with the push
    of related debt down to the operating company, could lead to a
    one-notch downgrade of the senior unsecured rating at the
    holding company level, if prior-ranking debt goes above 2.0x
    2.5x consolidated EBITDA.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: As of March 2021, PPC had EUR840 million in
available cash and cash equivalents (excluding EUR52 million of
restricted cash and after adjustments for the refinancing of
existing notes). The company also had EUR697 million of undrawn
committed long-term credit facilities. Total liquidity of EUR1,537
million is sufficient to cover the expected debt maturities of
EUR411 million in 2021 together with Fitch's expected negative FCF
of EUR340 million for the same year.

In June 2021, the company withdrew a second EUR100 million 20-year
loan agreement with the European Investment bank. The drawdown
comes from an approved committed facility totalling EUR330
million.

Exposure to Greek Financial System: About 40% of PPC's bank debt
comes from Greek financial institutions and most of the cash at
hand (excluding time deposits) by end-March 2021 was located within
various Greek banks, rated by Fitch from 'B-' to 'CCC'. The
remaining debt is held at supranational financial institutions,
such as the European Investment Bank (EIB; AAA/Stable) and the
Black Sea Trade and Development Bank, which have required state
guarantees.

The overall EUR2.6 billion capex (net of customer contributions and
grants) for 2021-2023 plan is financeable, in Fitch's view, as it
relates to debt granted by EIB for distribution grids and widely
available asset-backed project funding for renewables, as well as
finalising the construction of Ptolemaida V.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch adds trade receivables revolving securitisations (EUR500
million expected in 2020-2023) to Fitch's definition of financial
debt.

ESG CONSIDERATIONS

PPC has an ESG Relevance Score of '4' for both GHG Emissions & Air
Quality and Energy Management. This is due to its over 26% share of
lignite coal in its electricity generation mix, which is
carbon-intensive and under political pressure in the EU. Fitch
projects falling lignite fuel usage and CO2 emissions over the next
three years due to PPC's ambitious decommissioning plan, but for
existing lignite-fired plants to remain loss-making. Fitch expects
the lignite plants to be completely decommissioned by 2023. These
factors have a negative impact on the credit profile, and are
relevant to the ratings in conjunction with other factors.

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




=============
H U N G A R Y
=============

OTP BANK: Moody's Reviews 'Ba1' Sub. Bond Rating for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed on review several ratings of
OTP Bank NyRt (OTP Bank) and its mortgage bank subsidiary OTP
Jelzalogbank Zrt. (OTP MB). These rating actions were driven by
revisions to Moody's Advanced Loss Given Failure (Advanced LGF)
framework, which is applied to banks operating in jurisdictions
with Operational Resolution Regimes (ORR), following the
publication of Moody's updated Banks Methodology on July 9, 2021.
This methodology is available at https://bit.ly/3wDJIjC.

Furthermore, Moody's has placed on review for upgrade OTP Bank's
ba1 baseline credit assessment (BCA) to re-assess the bank's
standalone credit profile against an improving operating
environment in Hungary and the potential benefits to the bank's
credit profile stemming from the planned acquisition of Slovenian
Nova Kreditna banka Maribor d.d. (NKBM Baa1 stable, ba1).

Moody's expects to conclude the ratings review once it obtains more
visibility in relation to customary regulatory approvals of the
acquisition.

In more detail, the rating actions are as follows:

Placing on review for downgrade OTP MB's Baa2 backed issuer
rating

Placing on for review for downgrade OTP Bank's Ba1 subordinated
bond rating

Placing on review for upgrade OTP Bank's Ba3(hyb) junior
subordinated debt

Placing on review for upgrade OTP Bank's ba1 BCA and adjusted BCA

All other ratings and assessments of OTP Bank and OTP MB have been
affirmed and the outlook on OTP Bank's long-term deposit ratings
has been changed to positive from stable .

RATINGS RATIONALE

REVISION OF MOODY'S ADVANCED LGF AFFECTS RATINGS OF OTP BANK AND
OTP MB

Amongst other factors indicated in the section entitled "Standalone
credit assessment of OTP Bank", the updates to Moody's bank rating
methodology have resulted in placing several debt ratings on
review. In particular, the revisions to Moody's Advanced LGF
framework are underlying the updated loss expectations for certain
debt obligations of OTP group entities. More specifically, Moody's
review for downgrade on OTP Bank's Ba1 subordinated bond rating
reflects Moody's revised expectation of a high loss-given-failure
(previously moderate) for the subordinated debt holders. The review
for upgrade of the Ba3(hyb) junior subordinated bond incorporates
unchanged high loss given failure.

At the same time, the review for downgrade on OTP MB's backed
issuer rating, which is the equivalent rating that would be
assigned to OTP Bank's senior unsecured debt owing to the parent
bank's full and irrevocable guarantee of the mortgage bank's
unsubordinated obligations, reflect the agency's revised
expectation of a low loss-given-failure (previously very low) and
unchanged assumption of moderate government support from Hungary
(Baa3 positive) which, however, does not result in an uplift.

The revision in the loss-given failure assumptions reflects Moody's
view that group-wide resolutions coordinated in a unified manner
will be more common following the requirement to issue internal
loss absorbing capital (ILAC), leading to a likely transfer of
losses from subsidiaries to parents at the point of failure.

In its re-assessment of the applicable resolution approach, Moody's
expects OTP Bank to be resolved in a unified manner alongside its
main overseas subsidiaries. As a result, the issuance of loss
absorbing instruments from OTP's overseas subsidiaries including
its subsidiaries in Bulgaria, Croatia, Serbia, Slovenia and Romania
to OTP Bank will likely result in the effective transfer of losses
in a resolution to OTP Bank, which is designated as the single
point of entry in the group's resolution plans, thereby changing
the loss given failure expectations under Moody's Advanced LGF
framework.

By placing several ratings on review, Moody's acknowledges the
potential offset for the impact on these ratings from a
re-assessment of OTP Bank's standalone credit profile.

STANDALONE BASELINE CREDIT ASSESSMENT OF OTP Bank NyRt PLACED ON
REVIEW FOR UPGRADE

The review for upgrade of the bank's ba1 BCA reflects Moody's
expectation of improvement in the financial performance of the bank
following the strengthening of its domestic operating environment,
signaled by the improvement of Hungary's Macro Profile to
"Moderate" from "Moderate-" as well as the potential upside to OTP
Bank's credit profile following the acquisition of NKBM, Slovenia's
second largest bank.

The expected strong economic recovery will offer OTP Bank
significant growth opportunities in its domestic market,
benefitting a recovery of its strong profitability as well as
support the performance of the sizeable amount of loans
participating in a moratorium (32% for the domestic market, 13%
across all geographies).

NKBM's acquisition will have a modest impact on OTP Bank's
financial fundamentals. However, it will materially increase its
exposure to lower risk operating environments, exerting upside
pressure to OTP Bank's BCA. Based on Moody's calculations, OTP
Bank's pro-forma ratio of non-performing loans will marginally
decline to 5.5%, from 5.7% as of March 2021 and coverage will
remain strong at around 95% although slightly lower than 103% as of
March 2021. Further, the rating agency anticipates the bank will be
able to offset the 120 basis points expected capital drop owing to
the acquisition with internal capital generation ahead of the
transaction's closing date, which the bank expects to be in the
second quarter of 2022[1].

OTHER RATINGS AND ASSESSMENTS AFFIRMED

The affirmation of OTP Bank's Baa1 long-term bank deposit and
Counterparty Risk (CRR) ratings and of its Baa2(cr) Counterparty
Risk Assessment (CRA) reflect the agency's review on the bank's
BCA, unchanged expectations of extremely low loss-given-failure and
unchanged assumption of a moderate likelihood of government support
which, however, does not result in an uplift. The affirmation also
captures Moody's rating constraints for banks' ratings and
assessments. OTP Bank's deposit ratings, CRRs and CRA are
positioned at the maximum allowable level under Moody's banks
methodology at two notches (one notch for the CRA) above the
Government of Hungary rating and therefore can only be upgraded
following a combination of both an upgrade of the bank's BCA and an
upgrade of the government rating.

OUTLOOK

Moody's will use the review period to achieve better visibility
concerning the execution of the NKBM acquisition including
customary regulatory approvals as well as the financial performance
of OTP Bank, particularly the resilience of its asset quality and
earnings recovery.

Because of the rating constraint from the government rating, the
positive outlook on the deposit ratings mirror's the outlook on the
government.

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

OTP Bank NyRt

OTP Bank's CRA, long-term CRRs and long-term deposit ratings could
be upgraded following an upgrade of its BCA and the upgrade of the
rating of the Government of Hungary (Baa3 positive).

The Ba1 subordinated bond rating could be confirmed at current
levels following an upgrade of the bank's BCA.

The Ba3(hyb) rating on OTP Bank's junior subordinated bond could be
upgraded following an upgrade of the bank's BCA.

A downgrade of OTP Bank's long-term deposit ratings, CRRs and CRA
is unlikely given the review for upgrade of its BCA. However, the
ratings could be affirmed at current levels if Moody's expectations
concerning the improvement of the bank's credit profile does not
materialize or for the CRA, if the potential upgrade of the
government rating does not materialize.

The Ba1 subordinated debt rating would be downgraded by one notch
if the bank's BCA is confirmed at its current level.

OTP Jelzalogbank Zrt. (OTP Mortgage Bank)

OTP MB's long-term CRRs and CRA could be upgraded following an
upgrade of the parent bank's equivalent ratings. A downgrade of
these ratings is unlikely. However, the ratings would be affirmed
at current levels following the affirmation of the parent bank's
equivalent ratings.

OTP MB's Baa2 issuer rating could be confirmed following an upgrade
of the parent bank's BCA or downgraded by one notch in the absence
of an improvement in OTP Bank's BCA.

LIST OF AFFECTED RATINGS:

Issuer: OTP Bank NyRt

Affirmations:

ST Counterparty Risk Assessment, Affirmed P-2(cr)

LT Counterparty Risk Assessment, Affirmed Baa2(cr)

ST Counterparty Risk Ratings, Affirmed P-2

LT Counterparty Risk Ratings, Affirmed Baa1

ST Bank Deposits, Affirmed P-2

LT Bank Deposits, Affirmed Baa1, outlook changed to Positive from
Stable

Placed On Review for Downgrade:

Subordinate Regular Bond/Debenture, currently Ba1

Placed On Review for Upgrade:

Adjusted Baseline Credit Assessment, currently ba1

Baseline Credit Assessment, currently ba1

Junior Subordinate Regular Bond/Debenture, currently Ba3 (hyb)

Outlook Actions:

Outlook, Changed To Ratings Under Review From Stable

Issuer: OTP Jelzalogbank Zrt. (OTP Mortgage Bank)

Affirmations:

ST Counterparty Risk Assessment, Affirmed P-2(cr)

LT Counterparty Risk Assessment, Affirmed Baa2(cr)

ST Counterparty Risk Ratings, Affirmed P-2

LT Counterparty Risk Ratings, Affirmed Baa1

Placed On Review for Downgrade:

BACKED LT Issuer Rating, Currently Baa2, outlook changed to
Ratings Under Review from Negative

Outlook Actions:

Outlook, Changed To Ratings Under Review From Negative

PRINCIPAL METHODOLOGY

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




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

BILBAO CLO II: Fitch Assigns B-(EXP) Rating to E-R Tranche
----------------------------------------------------------
Fitch Ratings has assigned Bilbao CLO II Designated Activity
Company reset expected ratings.

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

DEBT                RATING
----                ------
Bilbao CLO II DAC

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

TRANSACTION SUMMARY

Bilbao CLO II DAC is a securitisation of mainly senior secured
obligations with a component of senior unsecured, mezzanine and
second-lien loans, and high-yield bonds. Note proceeds are used to
redeem all existing classes except the subordinated notes. The
portfolio is actively managed by Guggenheim Partners Europe
Limited. The transaction has a 4.5-year reinvestment period and an
8.5-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B'' category. The Fitch
weighted average rating factor (WARF) of the target portfolio is
34.6.

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 target portfolio is 63.95%.

Diversified Portfolio (Positive): The transaction will have
multiple matrices based on top 10 obligor limits and fixed-rate
obligation limits. The transaction will also have various
concentration limits, including the maximum exposure to the three
largest (Fitch-defined) industries in the portfolio at 40%. These
covenants ensure that the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Model Implied Ratings Deviation (Negative): The assigned ratings of
all class A1, A2 and C and D notes are one notch above the
model-implied ratings (MIR). The maximum default-rate shortfall at
the target rating ranges from 0.13% to 1.73% across the structure.
The ratings are supported by the good performance of the existing
CLO, and the significant default cushion against downgrade based on
the target portfolio due to the notable cushion between the
covenants of the transaction and the portfolio's parameters.

RATING SENSITIVITIES

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

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

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

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

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

-- An increase of the RDR at all rating levels by 25% of the mean
    RDR and a 25% decrease of the recovery rate at all rating
    levels would lead to a downgrade of up to five notches for the
    rated notes.

-- Downgrades may occur if the build-up of the notes' credit
    enhancement following amortisation does not compensate for a
    larger loss expectation than initially assumed due to
    unexpectedly high levels of defaults and portfolio
    deterioration.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

Overall, 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.

BILBAO CLO II: Moody's Assigns (P)B3 Rating to Class E Notes
------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Bilbao CLO II Designated Activity Company (the "Issuer"):
EUR2,000,000 Class X Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aaa (sf)

EUR248,000,000 Class A-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR27,000,000 Class A-2A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR10,000,000 Class A-2B Senior Secured Fixed Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR26,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR29,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR20,250,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR7,750,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1 Notes. The
Class X Notes amortise by 10 % on each payment date, starting on
the first payment date.

As part of this reset, the Issuer will amend certain concentration
limits, definitions including the definition of "Adjusted Weighted
Average Rating Factor" and minor features. The issuer will include
the ability to hold loss mitigation obligations. 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 almost fully
ramped as of the closing date.

Guggenheim Partners Europe Limited ("Guggenheim") continues to
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's 4.6 year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of [credit risk obligations and credit improved obligations.

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

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:

Target Par Amount: EUR400,000,000

Diversity Score: 44

Weighted Average Rating Factor (WARF): 3050

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 45.00%

Weighted Average Life (WAL): 8.5 years


BROOM HOLDINGS: Moody's Assigns First Time 'B1' Corp. Family Rating
-------------------------------------------------------------------
Moody's Investors Service has assigned a B1 Corporate Family Rating
and a B1-PD Probability of Default Rating to Broom Holdings BidCo
Limited, the future holding company of Beauparc Utilities Holdings
Limited, an Irish waste management company. At the same time,
Moody's has assigned a B1 rating to Broom's proposed EUR525 million
senior secured term loan facility. The outlook is stable. This is
the first time that Moody's has assigned a rating and an outlook to
Broom.

The proceeds from the term loan will be used to fund the
acquisition of Beauparc and its subsidiaries by Macquarie
Infrastructure and Real Assets ("MIRA") via Macquarie European
Infrastructure Fund 6 (MEIF6).

The assigned ratings are subject to review of final documentation
and no material change to the size, terms and conditions of the
transaction as communicated to Moody's.

RATINGS RATIONALE

Broom is the holding company which will own 100% of the shares in
Beauparc Utilities Holdings Limited, an Irish waste management
company involved in the collection and processing of waste in
Ireland and in the UK. It is also present in the treatment of waste
in Ireland, the UK and the Netherlands. Beauparc also has a
utilities business, representing 16% of revenues and 8% of EBITDA
which includes supply of electricity and gas to residential and
commercial customers, electricity generation from third party
landfill gas and smart waste solutions.

Broom's B1 CFR benefits from (1) its diversification along the
waste value chain and geographic diversification across Ireland
(66% of revenues in 2020), the UK (31% of revenues in 2020) and, to
a lesser extent, the Netherlands (3% of revenues in 2020); (2) its
leading market position in Ireland waste collection and processing,
with high barriers to entry, as well as a developing regional
market share in the UK's fragmented market; (3) the supportive
regulatory and industry trends where it operates; (4) Beauparc's
track record of solid and increasing margins, as demonstrated by an
EBIT margin of 9.4% in 2020, (5) long-term offtake contracts for
processed fuels and pass-through model for recyclable waste which
reduce commodity price exposure and; (6) a solid liquidity profile
post-transaction supported by strong free cash flow generation with
small maintenance capex (2-3% maintenance capex/revenues), no
amortisation on the proposed term loan and the planned signing of a
EUR120 million revolving credit facility expected to be largely
undrawn.

At the same time, the B1 CFR is constrained by (1) the high opening
financial leverage post buyout as demonstrated by a ratio of gross
debt to EBITDA (as adjusted by Moody's) of 6.6x proforma 2020, with
deleveraging dependent on future earnings growth; (2) the group's
small size, with EBITDA of EUR90 million in 2020; (3) the exposure
of commercial waste collected volumes to cyclical macro-economic
conditions; (4) a moderate level of waste internalization; (5)
increasing capital expenditure in the next three years to drive
earnings growth; and (6) the risk of political intervention given
past discussions of economic regulation of the residential waste
collection sector in Ireland.

The B1 CFR is underpinned by Moody's expectation of a solid
improvement in earnings over the next 12-18 months as a result of
several realised and planned investment initiatives aimed at
maximising the value of waste, creating new waste value streams and
increasing capacity. A number of these investments are underway and
some projects are or will be fully operational before closing of
the transaction. Such projects include the Cotesbach plant which
facilitates processing of plastic films into pellets which can be
used for onward production of plastic refuse bags which will
increase revenues; and the Granulator (Millenium Park) which will
reduce disposal cost on existing non-clinical hospital waste at
Millenium Park and facilitate the processing of additional volumes
of waste. Moody's expects that this growth in earnings will drive
the reduction in leverage following the acquisition.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Environmental considerations supporting the B1 CFR include
increasing environmental awareness and the push towards recycling
from the private and public sectors. In this regard, Beauparc has a
strong record of delivering environmental benefits by diverting
waste from landfills through its general and recyclable waste
collection, processing and recyclable businesses. Waste management
activities are subject to stringent regulations and strict
monitoring. Beauparc complies with environmental laws and
regulations and obtains necessary government permits for its
operations, with no material issues disclosed.

Social considerations embedded in the B1 CFR include the risk of
political or regulatory intervention in the Irish residential waste
collection market because of potential affordability concerns and
high barriers to entry which support high margins.

The B1 CFR also reflects governance considerations such as
Beauparc's majority ownership by MIRA, post transaction. Private
equity firms tend to prioritise more aggressive growth plans and
strategies, including a tolerance for higher leverage.

STRUCTURAL CONSIDERATIONS

The EUR525 million term loan is rated B1, in line with Broom's CFR,
reflecting the fact that the term loan is guaranteed by Broom and
subsidiaries representing 80% of consolidated EBITDA. Broom
Investments Limited, Broom's direct parent, grants security to the
term loan over the shares it holds in Broom, and Broom and each of
its restricted subsidiaries grant a floating charge over their
assets. Moody's notes that there will be a EUR302 million
shareholder loan from Broom Investments Limited to Broom. Moody's
considers the shareholder loan as equity under its Hybrid Equity
Credit methodology published in September 2018, based on the terms
and conditions as communicated to the rating agency.

OUTLOOK

The stable outlook reflects Moody's expectation that, 12 to 18
months post-acquisition, Broom will deleverage so that debt/EBITDA
is below 5x.

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

Moody's could upgrade the ratings if Broom maintained its ratio of
debt to EBITDA below 4x on a sustained basis. A potential upgrade
would also consider improvements in the company's scale, diversity
across geographies and waste streams, as well as level of waste
internalisation.

The ratings could be downgraded if debt/EBITDA remains sustainably
above 5x, or if liquidity deteriorates meaningfully.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.

Broom Holdings BidCo Limited, headquartered in Dublin, is the
holding company that will own 100% of the shares in Beauparc
Utilities Holdings Limited (Beauparc), an Irish waste management
company involved in the collection and processing of waste in
Ireland and in the UK. In June 2021, Macquarie Infrastructure and
Real Assets (MIRA) announced the acquisition of Beauparc. In 2020,
Beauparc reported revenues of EUR529 million and EBITDA of EUR90
million.


BROOM HOLDINGS: S&P Assigns Preliminary 'B' ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' ratings to Irish
waste management services company Broom Holdings Bidco Ltd. and its
proposed term loan B (TLB) and EUR120 million revolving credit
facility (RCF), with a recovery rating of '3' on the debt
indicating meaningful recovery prospects (50%-70%; rounded estimate
50%) in the event of a payment default.

The stable outlook reflects S&P's view that continued organic
growth and successful execution of growth initiatives, will result
in S&P Global Ratings-adjusted EBITDA margins of around 17.5%,
positive double-digit free operating cash flow (FOCF), and adjusted
funds from operations (FFO) to debt higher than 14.0% as of
year-end 2022.

Macquarie European Infrastructure Fund 6 (MEIF6) is acquiring
Beauparc, an integrated waste-to-resource operator, via a new
entity Broom Holdings Bido Ltd., funded with a new EUR525 million
TLB and equity contribution of 59% (representing EUR840 million).

Beauparc has dominant market shares in Ireland along the waste
collection and processing value chain. in addition to a regional
footprint in the U.K. The company is the undisputed market leader
in Ireland, with more than 2.6x and 3.6x the market shares of the
nearest competitor in waste collection and processing,
respectively. Beauparc is the only nationwide service operator,
across 20 locations with a total processing capacity of 2.9 metric
tons (MT) per annum, representing approximately one-third of the
market's total processing capacity. This provides Beauparc with a
competitive advantage, allowing it to secure a steady intake from
third-party collection companies that do not have the
infrastructure to process waste collection. The control of waste
flows enables the business to secure fixed-price offtake contracts
with treatment operators that are usually 10%-15% below market
rates due to the steady waste supply required for operational
efficiency of treatment operators.

Beauparc serves about 265,000 households, benefitting from a
customer turnover rate below 0.5% and high route
efficiencies.Regarding the collection of residential waste, Ireland
has a unique market set up where collection companies have a
contract directly with the residential customer; this differs from
a contract with the local municipality as typically seen across
Europe. This enables Beauparc to secure fixed offtake contracts for
solid recovered fuels and refuse derived fuel, of which 98% of 2020
volumes are secured until 2027, only exposing the business to
approximately 30% spot price exposure in 2027. In addition,
operators benefit from pass-through mechanisms for the sale of
recyclable materials, which reduces margin volatility and protects
their favorable market position. Besides the main waste-services
business, a smaller part of the operations (less than 10% of
EBITDA) is linked to utilities, where Beauparch mainly supplies
electricity and gas via its Panda Power brand to commercial and
residential customers across the country. While energy procurement
is forward hedged on a one-year basis at Panda Power, reducing the
risk of margin erosion, this part of the business offers further
growth opportunities by cross-selling to commercial and residential
waste-collection customers with a direct relationship with
Beauparc.

S&P said, "Besides its strong market position in Ireland, Beauparc
has a regional footprint in the U.K. which we expect to increase
over the coming years, due to growth investments in existing and
new facilities. This is alongside anticipated acquisitions in the
highly fragmented market, where the three largest players hold only
about 20% of the collections and waste processing markets. We
expect intake volumes in the U.K. additionally provide stable
earnings for the business, since the company has long-term
contracts with local authorities (averaging more than five years),
which secure a large element of its processing tonnes. We believe
the contracted intake volumes in the U.K. pose some risk to the
business regarding their renewal in a more competitive and
fragmented market, albeit we acknowledge Beauparc's 75% success
rate of winning new processing tenders since 2017. We expect the
U.K. business will expand further, due to planned growth
initiatives that should boost margins. These include a new plastic
recycling facility in Cotesbach, which started operating in June
2020, and a materials recycling facility (MRF) in Barkston, where
intake volumes of dry mixed recyclables are already contracted or
sourced inhouse.

"Regulatory tailwinds across the EU and U.K. are linked to
promoting a circular economy. We believe Beauparc is well placed to
benefit from EU Environmental Directives promoting a circular
economy, with recycling target rates across the EU and the U.K. by
2025 and beyond with the aim to also divert waste away from
landfills." Beauparc, with its network of processing facilities,
minimal exposure to landfills with less than 1% of total output,
and growth plans to enhance its recycling capabilities--such as via
the new state-of-art MRF plant in Barkston or Cotesbach--should
enjoy positive market trends. Necessary compliance with stricter
Environmental Directives adds another layer of protection for
Beauparc versus potential new players, as well as smaller and less
sophisticated market participants. Furthermore, the process to
build and operate these types of facilities is lengthy and complex,
reducing the likelihood of increased competition in the near to
medium term.

Beauparc's business profile is constrained by the size of its
market in Ireland and limited geographic diversification, with
growth investments over the next three years facing risk of delays
and cost overruns. Beauparc operates in markets alongside numerous
small and regional players, and lacks size compared with other
European market participants such as Paprec (EUR234 million EBITDA)
or global companies like Waste Industries Inc. ($4.5 billion
EBITDA) or Republic Services Inc. ($3.0 billion EBITDA). The market
in Ireland, with a population of close to 5 million, is
significantly smaller than in France, Spain, Italy, or Germany. S&P
sid, "Furthermore, we forecast significant growth capital
expenditure (capex) linked to new facilities, capacity expansion,
new waste value streams such as medical waste and higher-value
output fuels across Ireland, the U.K., and Netherlands over the
next three years (around 10% of sales per annum), will support
organic growth and increasing EBITDA margins. The higher capex over
that period is thus exposed to timing risk, since the construction
of new facilities may take longer than expected due to their
complexity. Besides growth capex, we would expect further bolt-on
acquisitions, particularly in the U.K., to increase Beauparc's
regional footprint, exposing it to execution and integration risk.
Nevertheless, we acknowledge the company's successful integration
of 19 acquisitions over the past 10 years."

Resilient performance during 2020 will likely continue on the back
of significant growth investments over the next three years.
Beauparc's 2020 performance was solid, with revenue and S&P Global
Ratings-adjusted EBITDA margins up about 4% and 250 basis points
respectively, despite the pandemic, during which the business
continued operating as an essential service. Waste inflow volumes
even increased by about 5% as commercial customers' reduced
activity was offset by business with residential customers and
contracted third-party collection operators. Resilient gate fees
further supported performance last year, in addition to
contributions from acquisitions. This growth has been further
supported by the successful execution of growth initiatives
targeting higher-quality waste outflows, capacity expansion, and
new waste value streams. S&P said, "We forecast S&P Global
Ratings-adjusted debt to EBITDA at 6.1x by the end of 2021 before
gradually reducing toward 5.1x in 2022 and 4.5x in 2023, with FFO
to debt at 12.0%-16.5% over the next three years, driven by modest
volume and price increases. This will be supported by the
realization of planned growth investments, such as the new
recycling facility in the U.K. to process plastic film into pellets
of varying grades. Furthermore, we believe the elevated capex of
close to 10% of sales annually over the next three years will limit
significant FOCF to EUR15 million-EUR30 million."

S&P said, "We view financial policy as neutral and MEIF6 as a
strategic buyer rather than a financial sponsor. As such, we do not
assess Beauparc as a private-equity-owned business, due to MEIF6's
average investment holding period of 10 years-15 years versus the
three-to-six years typical for private equity firms. We would also
expect MEIF6 to continue supporting the company in future growth
initiatives if required, and not releverage the company to fund
dividends.

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

"The stable outlook reflects our view that continued organic growth
and successful execution of growth initiatives, will result in S&P
Global Ratings-adjusted EBITDA margins of around 17.5%, positive
double-digit FOCF and adjusted FFO to debt higher than 14.0% as of
year-end 2022.

"We could lower the rating if Beauparc's operating performance is
weaker than expected, due to inability to deliver on growth
initiatives or significantly higher capex than forecast, resulting
in EBITDA margins below 16% and negative FOCF.

"We could revise the outlook to negative if the company attempted
significant debt-funded acquisitions, undertook material
shareholder distributions that significantly increased leverage, or
experienced a substantial weakening of liquidity.

"We could raise the rating if, on a sustainable basis, Beauparc's
S&P Global Ratings-adjusted FFO to debt increased beyond 16%, debt
to EBITDA of about 5.0x, and FOCF to debt reached at least 5.0%.
This would likely result from continuously strong operating
performance on the back of modest volume and pricing increases, as
well as full realization of growth initiatives, in line with
management's expectations."


GOLDENTREE LOAN 4: Moody's Gives (P)B3 Rating to Class F Notes
--------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing debts to be issued by
GoldenTree Loan Management EUR CLO 4 Designated Activity Company
(the "Issuer"):

EUR2,000,000 Class X Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aaa (sf)

EUR182,500,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR50,000,000 Class A Senior Secured Floating Rate Loan due 2034,
Assigned (P)Aaa (sf)

EUR34,000,000 Class B Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR24,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

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

EUR21,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR10,300,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by 0.125% or EUR250,000 over the first eight
payment dates, starting on the first payment date.

As part of this reset, the Issuer will amend the base matrix and
modifiers that Moody's will take into account for the assignment of
the definitive ratings.

As part of this refinancing, the Issuer will extend the
reinvestment period to 4.5 years and the weighted average life to
8.5 years. It will also amend certain concentration limits,
definitions including the definition of "Adjusted Weighted Average
Rating Factor" and minor features. The issuer has included the
ability to hold loss mitigation obligations. 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 fully ramped as of the closing
date.

GoldenTree Loan Management II, LP ("GoldenTree") 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.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR375,000,000

Defaulted Par: EUR0 as of May 17, 2021

Diversity Score (*): 44

Weighted Average Rating Factor (WARF): 2955

Weighted Average Spread (WAS): 3.40%

Weighted Average Coupon (WAC): 3.50%

Weighted Average Recovery Rate (WARR): 44.20%

Weighted Average Life (WAL): 8.5 years


ROCKFIELD PARK: Moody's Assigns (P)B3 Rating to Class E Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the notes to be issued by
Rockfield Park CLO DAC (the "Issuer"):

EUR2,000,000 Class X Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aaa (sf)

EUR243,500,000 Class A-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR26,000,000 Class A-2A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR14,500,000 Class A-2B Senior Secured Fixed Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR26,500,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR28,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR21,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR12,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of 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 80% ramped as of
the closing date and to comprise of predominantly corporate loans
to obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the 9 month ramp-up period in
compliance with the portfolio guidelines.

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

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1 Notes. The
Class X Notes amortise by EUR333,333 on the second payment date
over six payment dates.

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR30,000,000 of Subordinated Notes due 2034
which are not rated.

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

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: EUR400,000,000

Diversity Score: 48

Weighted Average Rating Factor (WARF): 2925

Weighted Average Spread (WAS): 3.56%

Weighted Average Coupon (WAC): 4.0%

Weighted Average Recovery Rate (WARR): 43.0%

Weighted Average Life (WAL): 8.5 years




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

DOVALUE SPA: Fitch Gives 'BB(EXP)' Rating to EUR300MM Sec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned doValue S.p.A.'s (doValue) proposed
EUR300 million five-year senior secured notes an expected rating of
'BB(EXP)'.

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

KEY RATING DRIVERS

The notes' rating is in line with doValue's 'BB' Long-Term Issuer
Default Rating (IDR), reflecting Fitch's expectation of average
recovery prospects, as the notes will rank pari passu with the
company's outstanding senior secured notes.

The proceeds of the new senior secured notes will be used to repay
the company's existing syndicated loan due March 2024 (EUR291
million as of end-1Q21). Fitch therefore does not expect the new
debt to have a material net impact on doValue's leverage.

The notes are guaranteed by doValue's key Spanish and Greek
subsidiaries (Altamira and doValue Greece respectively). doValue
and its guarantor subsidiaries together represent about 90%, 92%
and 97% of revenues, EBITDA and total assets, respectively, on a
consolidated basis.

doValue's Long-Term IDR reflects a strong franchise in southern
European debt and real-estate servicing, and a typically
cash-generative business model benefiting from long-term contracts
with key customers. The rating also takes into account the leverage
taken on to finance two significant acquisitions in the last two
years and disruption to business since March 2020 due to the
pandemic.

doValue has demonstrated good recovery of collections since 4Q20
with collections in 5M21 only slightly below comparable
pre-pandemic figures of 2019, but magnitude and timing of full
recovery from the pandemic depend on multiple factors, including a
return to full court functioning and activity in the real-estate
market.

RATING SENSITIVITIES

SENIOR SECURED NOTES

The senior secured notes' rating is primarily sensitive to changes
in doValue's Long-Term IDR.

Changes to Fitch's assessment of recovery prospects for the senior
secured notes in a default, e.g. as a result of introduction to
doValue's debt structure of material lower- (or higher-) ranking
debt, could also result in the senior secured notes' rating being
notched up or down from the IDR.

IDRs

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

-- A reduction in gross debt-to-EBITDA below 2.5x, the lower
    boundary of Fitch's 'bb' benchmark range, on a sustained
    basis, in conjunction with stable collections across both
    domestic operations and its more recently acquired foreign
    subsidiaries, in line with management's business plan.

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

-- Maintenance of a gross debt-to-EBITDA in excess of 3.5x (the
    higher boundary of Fitch's 'bb' range for leverage) on a
    sustained basis without a clear path to meaningful
    deleveraging;

-- Under-performance of collection key performance indicators,
    leading to lower fee payments and, ultimately, potential
    contract losses, if not mitigated by contract growth or other
    remedial measures in the interim;

-- A material increase in risk appetite, as reflected for example
    in weakening risk governance and controls.

BEST/WORST CASE RATING SCENARIO

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

ESG CONSIDERATIONS

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


DOVALUE SPA: S&P Affirms 'BB' LT ICR on Proposed Refinancing
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit rating
on doValue SpA and its 'BB' issue rating on the existing senior
secured debt. S&P has revised downward the recovery rating on the
senior secured debt to '4' from '3' due to the higher amount of
bullet debt in the capital structure. S&P has assigned its 'BB'
issue rating to the proposed EUR300 million senior secured notes,
with a recovery rating of '4'.

S&P said, "The stable outlook reflects our expectation that
doValue's net leverage will remain below 3x on a company-reported
basis, alongside solid free operating cash flow (FOCF). We expect
that the company will benefit from new inflows of assets under
management in the coming years as its pipeline of nonperforming
loans (NPLs) grows following the expiration of a banking moratorium
on loan repayments.

"We view the proposed transaction as credit neutral. The
refinancing of the existing syndicated facility loan due in March
2024 with the proposed issuance of EUR300 million of new senior
secured notes results in total net debt on a company-reported basis
of 2.7x. This transaction extends doValue's debt maturity profile
and continues to support its liquidity with the removal of around
EUR80 million of amortization payments per year and a minimal
increase in interest expenses. However, in our recovery
calculations, the removal of amortization payments results in a
higher amount of bullet debt in the year of default, and therefore
we have revised our recovery rating on the existing EUR265 million
senior secured notes downward to '4' (estimated recovery: 45%) from
'3' (estimated recovery: 55%)."

doValue remains relatively resilient to the COVID-19 pandemic.
doValue continued to add new contracts and portfolios totalling
around EUR13 billion to its assets under management in 2020.
Revenues also remained relatively resilient over 2020, as doValue
benefited from the enhanced downside protection in its contracts,
increasing its base fees to over one-third of revenues compared to
one-fifth of revenues in 2019. This partly offset the impact from
the closed judicial system in May and June 2020 due to
social-distancing measures, and lower collections and write-offs as
a result. Revenues ended 2020 4.5% lower than S&P expected. The
company took several cost-cutting measures before the pandemic and
continued its cost-rationalization plan. This included rightsizing
its headcount and commencing a new partnership with IBM, which
helped reduce IT expenses. However, nonrecurring items,
specifically, acquisition costs, dragged on the adjusted margin,
which fell just below 30.0% in 2020 from 32.6% in 2019. Adjusted
leverage closed at 3.7x in 2020, pro forma the acquisition of
Eurobank's FPS division, compared to S&P's expectation of 3.2x,
largely driven by the impact of those nonrecurring items (excluding
these items, leverage would be about 3.5x). However, doValue's
credit metrics remain commensurate with the existing 'BB' issuer
credit rating.

S&P said, "doValue's commercial pipeline remains strong.During the
first quarter of 2021, the company achieved 50% of its annual
budgeted inflows of new assets under management and around 25% of
new business wins for the year, and we expect that it will achieve
its new business target in 2021. We expect an enhanced pipeline of
new NPLs following the expiration of a banking moratorium on loan
repayments in 2022, as banks restructure their balance sheets
following the pandemic. We expect commercial activity to pick up to
support a growing gross book value (GBV) in the coming years. In
addition, we expect that doValue will continue to see improved
collection rates, as evident in the year-on-year result in the
first quarter of 2021, and a rebound in the reported EBITDA margin
over the prior quarter. There is an element of seasonality in the
business, as collections largely take place in the second half of
the year, and we expect that doValue's credit metrics will continue
to improve quarter on quarter to support a solid rebound in margins
in 2021 and growth in the coming years, resulting in further
deleveraging.

"Our base case remains relatively unchanged, and we continue to
forecast strong deleveraging in the coming years.We expect
doValue's adjusted leverage to fall to around 3x in 2021. Our
calculations for adjusted debt and EBITDA include adjustments for
earnouts and nonrecurring items, respectively. We foresee that the
improving EBITDA base and strong cash generation will support
further deleveraging toward 2x in 2022. We expect that FFO to debt
will remain around 25% in 2021 and trend above 30% in 2022.

"The stable outlook supports our expectation that doValue's net
leverage will remain below 3x on a company-reported basis,
alongside continued solid FOCF. We expect that the company will
benefit from new inflows of assets under management in the coming
years and following the expiration of a banking moratorium on loan
repayments, which will generate a stronger pipeline of NPLs. We
therefore anticipate that the GBV of assets under management will
stabilize if not grow in the coming years.

"We could raise the ratings if doValue deleverages further, such
that it sustains its credit metrics comfortably within our
intermediate financial risk profile category, specifically,
adjusted debt to EBITDA of 2x-3x and FFO to debt of 30%-45%. This
may result from the company maintaining a relatively stable GBV, or
at least partly offsetting declines in GBV with new contract wins,
while continuing to achieve stable EBITDA margins in excess of 30%
and funding acquisitions primarily from cash flow.

"We could lower the ratings if declining GBV or a weakening
operating performance due to increased acquisition-integration
issues lead EBITDA margins to decline below 30% on a sustained
basis. We could also lower the ratings if doValue adopts a more
aggressive financial policy, and debt-funded acquisitions result in
it sustaining leverage above 4x on an adjusted basis."


NEXI SPA: Moody's Affirms Ba3 CFR Following Nets Topco 2 Merger
---------------------------------------------------------------
Moody's Investors Service has affirmed Nexi S.p.A.'s corporate
family rating at Ba3 and probability of default rating at Ba3-PD,
following the completion of the merger of Nets Topco 2 S.a r.l.
into Nexi. Concurrently, Moody's has also affirmed the Ba3
instrument rating on the EUR825 million senior unsecured notes due
2024, the EUR1.05 billion senior unsecured notes due 2026, and the
EUR1.05 billion senior unsecured notes due 2029, all issued by Nexi
S.p.A. The outlook on the ratings is positive.

As part of the rating action, Moody's has also upgraded the
instrument rating on EUR220 million of guaranteed senior notes due
2024 issued by Nassa Topco AS, an indirect subsidiary of Nets, to
Ba3 from B1, as these remain outstanding following the merger of
Nets into Nexi. This concludes the review for upgrade initiated on
November 30, 2020. Following this action, the outlook is positive.
The rating agency understands that Nets' existing first lien and
second lien facilities have been repaid in their entirety upon
completion of the merger.

RATING RATIONALE

The affirmation of Nexi's Ba3 CFR recognizes that the merger of
Nets into Nexi marks the first step towards a significant
improvement in Nexi's credit profile, a process which Moody's
anticipates will be completed following a merger of SIA into Nexi,
which is expected by Q3 2021. The outlook on the rating remains
positive, as the successful integration of both Nets and SIA is
expected to provide Nexi with increased scale, greater geographic,
customer and product-line diversification, as well as stronger
financial ratios, which could lead to upward rating pressure. That
said, the rating agency considers that deleveraging will likely be
slower than anticipated when the positive outlook was first
assigned in November 2020, given that Nexi has since raised more
debt financing, in order to settle certain Nets liabilities, than
originally expected. Moody's notes that any further delays in
deleveraging could put the positive outlook and further positive
rating action at risk.

Nexi's Ba3 CFR is also supported by the company's leading presence
across the payment value chain in its key markets; high barriers to
entry in payment processing; its solid relationships with partner
banks; and growth opportunities, particularly given the relatively
low penetration of card transactions in Italy.

These strengths are balanced by Nexi's relatively high geographic
concentration and a certain degree of product line and customer
concentration; execution risks related to growth in
Moody's-adjusted EBITDA and free cash flow (FCF)/debt; integration
risks linked to the company's acquisitive nature; and the related
potential for higher than expected leverage, should debt financing
be used.

The EUR220 million Nassa Topco notes are rated at the same level as
Nexi's Ba3 CFR, reflecting the relatively small size of the
liabilities of Nexi's operating subsidiaries, including trade
payables, pensions and operating leases, which rank ahead.

LIQUIDITY

Moody's assumes that Nexi will continue to benefit from a good
liquidity position supported by (1) cash of EUR499 million
(including EUR340 million of cash available at operating companies)
as of December 31, 2020 and (2) an undrawn EUR350 million revolving
credit facility (RCF) due May 2026. Nexi also benefits from
dedicated clearing and overdraft facilities, including a
nonrecourse factoring line of up to EUR3,600 million and EUR1,500
million of bilateral credit facilities, that cover its short-term
working capital requirements.

STRUCTURAL CONSIDERATIONS

Nexi's EUR825 million senior notes due 2024, EUR466.5 million term
loan due 2025, EUR1 billion term loan due 2026, EUR1.05 billion
senior notes due 2026, EUR500 million senior convertible notes due
2027, EUR1.0 billion senior convertible notes due 2028, EUR1.05
billion senior notes due 2029 and EUR350 million RCF due 2026 all
rank pari passu as unsecured liabilities of the company. The EUR220
million of senior notes issued by Nassa Topco AS are also unsecured
and rated in line with Nexi's existing facilities. The RCF and term
loan are subject to one, net leverage based, financial maintenance
covenant set at 5.75x until 2020, with subsequent gradual
tightening.

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

Positive rating pressure could arise if Nexi delivers on its
revenue and EBITDA growth targets and closes the acquisition of SIA
and successfully integrates both SIA and Nets; the company
continues to reduce non-recurring items materially; its
Moody's-adjusted leverage improves to 4.5x on a sustained basis
following the closing of the SIA and Nets transactions (well below
4.5x if the mergers do not materialise); Moody's-adjusted FCF/debt
improves towards high single-digits on a sustained basis; and the
company maintains good liquidity.

Conversely, negative rating pressure could develop if Nexi loses
large customer contracts or its churn increases; its
Moody's-adjusted leverage increases above 5.5x on a sustained basis
after the completion of the SIA and Nets acquisitions (more than
5.0x if the mergers do not materialise); FCF weakens; or the
company's liquidity deteriorates.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Excluding the contribution of the mergers, Nexi, which is
Headquartered in Milan, Italy, is the leading provider of payment
solutions in the Italian market, including card issuing, merchant
acquiring, point-of-sale and ATM management and other technology-
driven services to financial institutions, individual cardholders,
and corporate clients. The company reported net revenue and
company-adjusted EBITDA of around EUR1.0 billion and EUR601
million, respectively, in 2020.


PERINI NAVI: July 29 Deadline Set for Final Offers
--------------------------------------------------
Franco Della Santa, with an office in Lucca, Via Mazzini 70, in his
capacity of official receiver of the Perini Navi bankruptcy
procedure has received authorization from the bankruptcy judge, Mr.
Carmine Capozzi, and the creditors committee, to offer Perini Navi
S.p.a. for sale.

The base auction price is set at EUR62.5 million with a fixed
security deposit of EUR10 million to be paid by 5:00 p.m. on July
28, 2021, with the final offer, accompanied by a revenue stamp of
EUR16.00, to be submitted by noon on July 29, 2021.

The assets offered for sale are as follows:

   -- movable and immovable compendium in Viareggio
   -- movable and immovable property in La Spezia
   -- land in Pisa
   -- boat under construction under contract no. 2369
   -- brands and patents
   -- the share capital (100 per cent) of the company Perini Navi
U.S.A Inc
   -- existing legal relationships, including but not limited to:
(i) employment relationships with the personnel that will be in
place on the effective date of the notarial deed transfer of the
business complex; (ii) outstanding state concessions for the yards,
sheds, docks and areas in Viareggio and La Spezia; (iii)
authorizations, licenses, permits, certifications issued in favor
of Perini Navi and/or the official receiver for the operation of
the business.

The opening for bids is set for July 30, 2021, from 3:00 p.m.
onwards.  In the event of several valid offers that meet or exceed
the base price, the highest offer will be accepted, with a minimum
raise of EUR5,000,000.

For further information on the rules of the bidding procedure,
potential bidders can consult the virtual data room through the
link https://onboarding.drooms.com/sign-in, with appropriate
identification names (user-id) and access codes (password) that
will be provided upon request to be sent to the addresses
marco.urciullo@pwc.com and/or alessandra.fatone@pwc.com.

The Official Receiver can be contacted by phone at +39/0583/494949
or by e-mail at fdsanta@studioassoc.it.




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

SANI/IKOS GROUP: Fitch Assigns FirstTime 'B-(EXP)' LongTerm IDR
---------------------------------------------------------------
Fitch Ratings has assigned Sani/Ikos Group S.C.A. (Sani Ikos) a
first-time 'B-(EXP)' expected Long-Term Issuer Default Rating
(IDR). The Outlook is Stable.

The assignment of final ratings is contingent on completion of the
debt issue and receipt of information conforming to bond
documentation already reviewed.

The 'B-(EXP)' IDR reflects Sani Ikos's niche positioning in the
lodging business, as well as its materially smaller scale relative
to rated peers. Business profile strengths include stronger
resilience and the potential for above-average rate of recovery
post-pandemic for the luxury all-inclusive hotel segment. However,
the financial profile remains pressured by high leverage and
forecast negative free cash flow (FCF) within Fitch's four-year
rating horizon, linked to the capital intensity of the business
model and an ambitious growth plan that is envisaged to be largely
debt-funded.

Fitch has assigned a 'B-(EXP)'/RR4 rating to the planned senior
secured notes. The expected rating assumes average recovery
expectations upon default, largely underpinned by the intrinsic
value of the asset base. However as this is largely pledged, the
material share of structurally senior secured OpCo debt in the
capital structure constrains Sani Ikos's own senior creditors'
recoveries to the 'RR4' Recovery Ratings category.

KEY RATING DRIVERS

Niche Positioning, Small Scale: Sani Ikos operates 10 higher
upscale resorts, including five luxury all-inclusive hotels, which
remain a niche segment in Europe. The group's business scale
remains modest compared with NH Hotels (NHH) or Radisson, more
comparable with smaller operators like Alpha Group (A&O) in terms
of EBITDA. However, high hotel density (300 rooms or more with
elevated break-even occupancy) and above-average revenue per
available room (RevPAR) make Sani Ikos more operationally efficient
than peers. Niche positioning within its segment and limited
competition and price sensitivity support organic average daily
rate (ADR) growth for Sani Ikos, but at the same time limit its
growth potential, especially within Greece.

Limited Geographical Focus of Operations: Until Ikos Andalusia was
opened in 2021, Sani Ikos operated exclusively in Greece. Even with
other projects in Iberia in the pipeline, 75% of rooms will be in
Greece. Limited geographical diversification leaves Sani Ikos
exposed to potential travel restrictions, especially given the high
concentration of three core customer markets - the UK, Germany and
Russia. At the same time, Sani Ikos's experience in Greece allows
for more efficient operations important to maintain high customer
satisfaction and loyalty leading to superior ADR. Diversification
is also limited by purpose, with no business travellers or events
in its facilities.

High Post-Transaction Leverage: The contemplated transaction
assumes a EUR220 million increase in debt, with proceeds largely
used for expansion capex. Fitch does not expect the new assets to
contribute positive operational cash flows until at least 2023.
Together with Fitch's assumptions of a moderate industry recovery
in 2021-2022, this means that Sani Ikos's FFO adjusted leverage
will not be aligned with its rating, until at least 2023, when
Fitch expects it to trend sustainably below 8x.

However, the evidenced high cash flow generating capacity of
current assets, as well as shareholders' commitment to provide
additional funds, support the sustainability of the deleveraging
path in 2023-2025.

Seasonal Operations, High Profitability: Sani Ikos's resorts
generally operate six to seven months a year, with occupancies
close to 95% during the season (annualised occupancy at around
50-60%). This high density allows for high optimisation of costs,
which are not easily scalable but highly variable off-season,
resulting in profitability ahead of close peers such as Mandarin
Oriental and comparable with the strongest peers in the sector such
as Whitbread (BBB-/Stable). Fitch expects Sani Ikos to be able to
recover its EBITDA margins to pre-pandemic levels of over 30% in
2022, when the company expects to reach its historically high
levels of seasonal occupancy, optimised by direct sales.

Moderate Exposure to Covid-19 in 2021: Sani Ikos was materially
exposed to pandemic disruptions in 2020, which resulted in an 85%
decline in revenues and sharply negative EBITDA. The seasonal
nature of Sani Ikos's business model leaves potential for recovery
ahead of the lodging market in 2021, since its hotels usually start
operating in April/May and were not affected by wide pandemic
restrictions in 1Q21. However, recovery is still dependent on a
variety of external factors. including travel restrictions in Sani
Ikos's core markets.

Fully-owned Portfolio of Assets: Sani Ikos owns and manages 100% of
its hotel portfolio developed so far, which allows it full control
over asset development and day-to-day operations. According to
company management, this approach allows it to ensure consistently
high levels of service and efficiency. Fitch expects that
relatively new real estate portfolio should allow Sani Ikos to keep
maintenance capex at 3-4% of revenues (plus 2-3% maintenance costs
above EBITDA) in 2022 and beyond, which Fitch considers low
relative to sector peers.

Sizable Expansion Programme: Sani Ikos has four hotels in the
development pipeline (two in Iberia and two in Greece), most of
which will be 100% owned like the rest of its current portfolio.
The pipeline assumes a 65% increase in rooms to a total of around
4,500 by 2025. Expansionary capex of around EUR440 million in
2021-2024 will be largely funded by debt. This is discretionary and
not fully committed capex, since each project may be postponed or
paused. Aside from the gap in cash inflows and outflows, the
increasing shift in international operations under the Ikos brand
assumes some execution risks. So far, management has opened only
one resort outside of Greece - Ikos Andalusia in April 2021. Its
limited record of operations makes it difficult to assess the
sustainability of its occupancy and ADRs.

Debt Structure Affecting Recovery: 100% of owned operating real
estate is currently mortgaged at OpCo level. In a distress
liquidation scenario, this adversely affects the waterfall
generated recovery computation for the prospective noteholders at
Sani Ikos level, whose claims Fitch considers as structurally
subordinated to those of secured OpCo creditors.

DERIVATION SUMMARY

Sani Ikos has limited scale compared with leisure peers such as
Meliá or Hyatt. Diversification is also constrained by the
seasonal focus on holiday destinations, against global peers like
Accor (BB+/Stable). The large capacity of resorts, premium RevPAR
during the season and freehold property structure allow for
excellent EBITDA margins of around 40% pre-pandemic, higher than
luxury players such as Mandarin Oriental or Linblad. Sani Ikos is
well-positioned to resume activity in 2021 and reach positive
EBITDA, with luxury operators and holiday destinations positioned
among the segments expected to recover at an accelerated pace
post-pandemic.

Like cruise operators, such as TUI Cruises (B-/Positive), optimised
density (occupancies above 94% when operating) and the exclusive
offering confer strong demand with a high level of loyalty and
advanced bookings. This leads to good cash flow predictability.

The asset-backed nature of the business (pro-forma gross asset
value of EUR1.4 billion) leads to high cash flow-based leverage
(FFO lease-adjusted leverage of 8.5x pre-pandemic), which is above
other asset-heavy operators, such as Host Hotels & Resorts
(BBB-/Negative), Whitbread (BBB-/Stable) or NHH (B-/Negative), but
still displaying deleveraging capacity.

After a highly disrupted 2020, and pro-forma for the bond
placement, Sani Ikos's liquidity is now less of a concern than
urban players like A&O (CCC/Rating Watch Negative), but
above-average portfolio asset quality requires significant capex,
while the largely encumbered asset base provides limited financial
flexibility from potential asset disposals.

KEY ASSUMPTIONS

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

-- Days of operation in line with management expectations,
    increased ADR versus 2019 and average occupancies throughout
    the season of around 70% for 2021, followed by normalization
    of occupancies from 2022;

-- Extrapolated absorption rates to each cost line from 2020 to
    2021 plus certain margin for contingencies and P&L capex.
    Progressive normalisation of margins from 2022;

-- Total capex of around EUR480 million between 2021-2024 of
    which expansion capex relates to around EUR440 million over
    the same period;

-- Some moderate working capital outflows in 2021 followed by
    small inflows or neutral position in later years;

-- EUR48 million of equity proceeds to fund expansion;

-- EUR30 million (in addition to the bond) net debt proceeds to
    fund future debt maturities and asset expansion.

Key Recovery Rating Assumptions:

-- A bespoke recovery analysis for Sani Ikos's creditors reflects
    a "Traded Asset Valuation", more akin to a liquidation
    process, backed by the substantial asset base - even though
    Sani Ikos's creditors would have no direct recourse to any
    ring-fenced assets. Senior noteholders could seize ownership
    of the main operating entities, by exercising its share
    pledges, and attempt to sell the SPVs that hold the assets
    (net of asset level debt that would need to be redeemed upon
    change of control).

-- Fitch has assumed a 10% administrative claim.

-- Although under the liquidation scenario, OpCo level creditors
    could seize their respective assets and obtain full recovery
    before the remainder of the proceeds is distributed among the
    noteholders, Fitch assumes assets could be traded either
    individually or in aggregate.

-- Real estate, valued externally at EUR1.3 billion as 1Q21
    (excluding land under development) is given an advance rate of
    60%.

-- OpCo creditors receive their priority claim on asset sales
    proceeds first.

-- The waterfall generated recovery computation (WGRC) of 34% for
    the senior secured noteholders assumes average recovery
    prospects upon default, hence no notching from the IDR for the
    planned bond, resulting in a 'B-(EXP)' debt rating.

RATING SENSITIVITIES

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

-- Visibility of FFO adjusted leverage trending below 6.5x;

-- Stable cash flow generation evidenced by free cash flow
    trending towards negative single digits under current capex
    assumptions;

-- FFO fixed charge cover sustainably above 2.0x.

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

-- Material delay in business recovery due to underperformance or
    external restrictions, resulting in inability to recover
    EBITDA margin of at least 30% in 2022;

-- FFO adjusted leverage forecast to stay above 7.5x beyond 2023;

-- FFO fixed charge cover below 1.5x;

-- Liquidity deterioration amid negative FFO generation, with
    minimal headroom in terms of available liquidity to cover
    business requirements, interest and committed capex over the
    next 24 months.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Sani Ikos's cash position at end-May 2021
of EUR31.3 million (excluding any restricted cash deemed not
available for debt service) would be reinforced by the EUR300
million planned notes (pro-forma cash EUR258 million). After the
bond issuance, less than 30% of debt matures in 2021-2025 (mainly
OpCo debt).

Shareholders have committed to a contribution of EUR100 million
(mix of A shares, ordinary capital and shareholder loans) to be
used in case of a liquidity shortfall. A EUR20 million capital call
to the shareholders was issued by Sani Ikos in early June 2021 with
proceeds cashed-in. The EUR50 million financing package signed
during the pandemic (EUR30 million undrawn at May-2021), will be
repaid with proceeds from the bond placement.

ISSUER PROFILE

Sani Ikos is an integrated owner and hotel operator in the luxury
segment. It owns a portfolio of 10 beach-front resorts (nine in
Greece and one in Spain) with above-average RevPAR. All hotels are
seasonal and exhibit a high density (more than 300 rooms per
hotel).

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.


SANI/IKOS GROUP: Moody's Assigns B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and a B3-PD probability of default rating to Sani/Ikos Group S.C.A.
(Sani/Ikos or the Company). Moody's also assigned a Caa1 rating to
the guaranteed senior secured bond expected to be issued by
Sani/Ikos Financial Holdings 1 S.a.r.l. The outlook on all ratings
for both entities is stable.

"The CFR reflects strong recovery expectations exceeding 2019
levels for the company's high-quality holiday resorts, but also its
high leverage position well into 2023" says Oliver Schmitt, a
Moody's Vice President -- Senior Credit Officer and lead analyst
for Sani/Ikos. "The bond rating reflects its subordinated position
to largely mortgage-backed debt on the operating subsidiary
level".

RATINGS RATIONALE

Sani/Ikos Group S.C.A.'s (Sani/Ikos or the Company) corporate
family rating (CFR) of B3 reflects (i) the Company's strong
historic performance in the luxury resort segment in Greece, (ii) a
highly profitable operating business model prior to the pandemic,
which was reflected in high EBITA margins, (iii) additional
earnings potential from developments and expansions, and (iv) the
Company's real estate ownership providing funding options that the
company has used for funding assets with secured debt as well as
about EUR100 million undrawn equity commitments that the company
plans to support funding of its expansion plan.

Counterbalancing these strengths are (i) the ongoing legal and
effective restrictions to leisure travel caused by the pandemic
that can result in lower revenues and earnings compared to the
group's business plan, (ii) the company's significant financial
leverage which Moody's expect to remain above 10x in 2022, (iii)
high business concentration in terms of locations, customers and
size, and (iv) its aggressive and largely debt-funded growth
strategy. The high leverage positions the company initially weakly
in the B3 category.

RATIONALE FOR THE OUTLOOK

The stable outlook reflects Moody's expectations that there are no
significant restrictions on travel and holiday stays during the
summer season 2021. For the following years the progress of
vaccination roll-outs in Europe is expected to allow a return to
normal business for the company.

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

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

Successful deleveraging from operating cash flows to achieve
debt/EBITDA below 7x

Interest cover exceeding 2x

No cash outflows out of the company

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

A resurgence of effective travel restrictions caused by the
pandemic

Debt/EBITDA remains well above 10x in 2022 and well above 8x in
2023

EBITA margin fails to recover above 20%

STRUCTURAL CONSIDERATIONS

The group has various secured debt arrangements, and intends to
refinance a large share of those arrangements simultaneously with
the bond transaction, without changing terms, amounts or security
to a substantial degree. The bonds are structurally subordinated to
indebtedness of the subsidiaries, and subordinated to all debt
secured by property and partially corporate guarantees. The Caa1
rating of the secured bonds reflects the subordinated nature of the
bonds.

The company also uses various forms of quasi equity instruments
(preferred equity certificates and fixed-return shares) that
Moody's have given 100% equity credit for given their equity-like
features, in line with Moody's Hybrid Equity Credit methodology.

LIQUIDITY

Sani/Ikos' liquidity is adequate following the debt issuance, but
Moody's expect the company to continue to be free cash flow
negative for 2021 even when excluding growth capex. Pro-forma for
the bond issuance and some use of the cash to pay down secured
debt, the company will have liquidity sufficient to execute its
investment plan even with a weaker than expected growth in
revenues. The company has received binding commitments to refinance
a large part of its Greek secured debt facilities, which leaves
some but manageable refinancing needs in each year (below EUR90
million annually) until bond maturity in 2026.

ESG CONSIDERATIONS

Moody's take into account the impact of environmental, social and
governance (ESG) factors when assessing companies' credit quality.
The Company's main shareholders are funds advised by Oaktree, AIMS
Group (Goldman Sachs) and various other investors alongside the
company's management. With the ownership structure comes a higher
tolerance for leverage. The Sani/Ikos GP is managing the Sani/Ikos
Group and has full control over the affairs of the group.

The coronavirus pandemic constitutes a social risk under Moody's
ESG framework, given the substantial implications for public health
and safety.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Sani/Ikos runs 10 luxury hotels in 6 different resorts / locations
in Greece and Spain under the Sani and Ikos brands. Sani resort is
a fully-integrated resort in a single location consisting of 5
luxury hotels with 946 rooms. The Ikos concept of the group consist
of 5 luxury all-inclusive hotels in different locations. Combined
the Company has 2,723 rooms under operations as of March 2021. The
Company currently works towards opening another 2 Ikos hotels in
Portugal and Greece, adding further 843 rooms, and has signed a
purchase option for a property in Crete, Greece and is in the final
stage of securing a property in Mallorca, Spain for further future
expansion. The hotels operate through the summer season. In 2020
the group generated EUR32.6 million in revenues, 85% below 2019
revenues of EUR213.4 million.


SITEL GROUP: S&P Assigns 'BB-' ICR, Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'BB-' issuer credit rating to
Luxembourg-based customer experience service provider Sitel Group
SA and its 'BB-' issue-level rating and '3' recovery to the
company's senior secured debt.

The stable outlook reflects S&P's expectation for mid-single-digit
percent organic revenue growth for the combined company with stable
adjusted EBITDA margins in the 15% area, resulting in pro forma
leverage in the mid- to high-4x range over the next 12 months.

The 'BB-' rating reflects Sitel's relatively large scale, global
footprint, and diverse service end markets; leading customer
experience digital transformation capabilities and technology
platform; and solid growth prospects, profit margins, and cash flow
generation. It also reflects the company's participation in the
fragmented and price competitive customer engagement business
process outsourcing (BPO) industry with low barriers to entry,
moderate acquisition integration risks, and relatively high pro
forma adjusted leverage, which S&P expects will be in the mid- to
high-4x range at the end of 2021.

The stable outlook reflects S&P's expectation for mid-single-digit
percent organic revenue growth for the combined company with stable
adjusted EBITDA margins in the 15% area, resulting in pro forma
leverage of mid- to high-4x over the next 12 months.

S&P could lower the rating if the company's leverage increases
above 5x on a sustained basis, likely due to:

-- Poor execution of acquisition integration leading to client
losses or additional costs;

-- Adjusted EBITDA margin compression to the low-double-digit
percent area on a sustained basis; or

-- Large debt-financed acquisitions that keep leverage elevated
but do not significantly improve our view of Sitel's business
risk.

S&P could raise the rating on Sitel if the company reduces leverage
below 4x on a sustained basis, likely due to:

-- Successful realization of acquisition synergies such that
EBITDA margins approach the high-teens percentages;

-- Stable or improving operating performance driven by growth
through new and existing clients, improved pricing power, and
increase in sales of higher value-added services; and

-- Evidence that the company is committed to debt repayment with
its strong cash flow generation.




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

BOCK CAPITAL: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' rating to global midmarket erp
software provider Bock Capital Bidco B.V., Unit4's holding company,
and its 'B-' issue rating and '3' recovery rating to Bock Capital's
EUR100 million first-lien senior secured revolving credit facility
(RCF) and EUR675 million first-lien senior secured term loan.

The stable outlook reflects S&P's view that Unit4's organic revenue
will increase 5%-7% in 2021-2022, thanks to the ramp-up of its
cloud offering, leading to sound FOCF of more than EUR40 million
and FOCF to debt of 4%-5%.

S&P said, "The ratings are in line with our preliminary ratings,
which we assigned on April 21, 2021. There were no material changes
to our base-case forecast or the financial documentation compared
with our original review.

"The stable outlook reflects our view that Unit4's organic revenue
will increase 5%-7% in 2021-2022 thanks to the ramp-up of its cloud
offering, with an EBITDA margin steadily increasing toward 25% on
operating leverage and lower exceptional costs. This will lead to
sound FOCF of more than EUR40 million and FOCF to debt of 4%-5%,
leaving comfortable headroom under the rating.

"We could lower the rating if Unit4's reported FOCF deteriorates
toward break-even. This could happen if the company's restructuring
and exceptional costs remain elevated, its revenue declines on weak
performance in maintenance and professional services, or its
investments in research and development and marketing efforts fail
to stimulate sufficient cloud segment growth.

"We would raise the rating if Unit4 improved its adjusted EBITDA
margins to about 25%, enabling it to reduce its adjusted debt to
EBITDA -- excluding the payment in kind facility -- to sustainably
below 7.5x, and FOCF to debt of more than 5%, supported by the
company's strong commitment to maintain the ratios at this level."


NOBIAN HOLDING 2: Fitch Assigns Final 'B+' LT IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Nobian Holding 2 B.V. (Nobian) a final
Long-Term Issuer Default Rating (IDR) of 'B+' with a Stable
Outlook. Fitch has also assigned Nobian Finance B.V.'s EUR1,090
million sustainability linked term-loan B (TLB) and EUR525 million
sustainability linked senior secured notes, both due in 2026, final
senior secured ratings of 'BB-'. The Recovery Rating for the senior
secured debt is 'RR3'.

The IDR reflects high leverage as a result of Nobian spin-off from
Nouryon Holding B.V., its regional leadership position in high
purity salt, caustic soda, chlorine and chloromethanes in Europe as
well as its high profitability, long-term customer relationships
and contractually-protected revenues.

The Stable Outlook reflects Fitch's expectation that Nobian's funds
from operations (FFO) gross leverage will remain within Fitch's
rating sensitivity from 2022 as caustic soda prices recover and the
company starts benefiting from capacity expansion across its
different segments, cost rationalisation, and pricing initiatives.

KEY RATING DRIVERS

Spin-Off from Nouryon: Nobian is the former industrial chemical
division of Nouryon (B+/Stable), and the only division that was not
specialty chemical-focused. Nouryon announced its plan to spin off
Nobian in May 2021 after renaming the division to Nobian in January
2021. The spin-off was completed in July 2021 and is financed by
senior secured term loan and notes, which include sustainability
targets that could result in higher cost of debt if not met. Nobian
remains under Carlyle and GIC ownership; no dividends were
extracted concurrent to the transaction.

European Chlor-Alkali Leader: Nobian's 43% share of the European
merchant salt market for chemical transformation provides pricing
power, especially since the switch to membrane technology in Europe
in 2017, which requires higher purity salt. Nobian is also the
largest and second-largest merchant producer, respectively, for
chlorine and caustic soda in Europe and the largest chloromethane
producer. Capacity increases in the coming years will further
reinforce its regional leadership in markets that are already
highly concentrated.

Customer Inter-dependency: Nobian's 1.2-million-ton (mt) chlorine
and 5.9mt salt capacity mainly supply a few large captive customers
under long-term contracts and take-or-pay clauses. Chlorine is
supplied by pipeline within the same chemical parks, and Nobian is
by far the main supplier of high purity salt in Europe.

Consequently, Fitch sees minimal supplier substitution risk due to
the lack of cost-effective and reliable alternatives for Nobian's
customers, as evident in the absence of churn for more than five
years and Nobian's ability to implement salt price increases.
However, this exposes Nobian to production disruptions within its
clusters, especially in Rotterdam, and its growth depends on its
customers' growth strategy.

Strong Backward Integration: Fitch views Nobian's 100% salt and 50%
energy/steam self-sufficiency, which together account for 70% of
chlor-alkali costs, as a competitive advantage given the higher
margins captured by its model as well as the security of supply
that is critical for key customers. Unlike its competitors, Nobian
has no vertical integration into polyvinyl chloride (PVC), but uses
about 20% of its chlorine for its captive chloromethanes products,
which ultimately results in lower exposure to the cyclical
construction sector than typical downstream-integrated chlor-alkali
manufacturers.

Barriers to Entry: Average caustic prices on the European market
have structurally improved since the capacity rationalisation of
2017, and Fitch expects them to increase by 5% per year until 2023
from the 2020 average, as industrial and automotive demand
gradually recovers.

Fitch views Nobian's market position in high-purity salt for
chemical transformation as difficult to threaten or replicate given
the need to first find access to salt deposits in the same region
and cheap steam, and waste-management requirements. Moreover,
Nobian's supply of chlorine by pipeline to large off-takers
presents a very limited risk of substitution to another supplier.

High Leverage, Deleveraging Path: Fitch forecasts Nobian's FFO
gross leverage at 7.0x at end-2021 and total debt to EBITDA at
5.5x, reflecting low caustic soda prices and debt raised to finance
the spin-off. Nobian will deleverage to 4.5x by 2024 based on
Fitch's expectation of cumulative cash flow from operations of
EUR895 million in 2021-2024 versus cumulative capex of EUR650
million. Fitch conservatively assumes dividend payment of at least
EUR30 million per year in 2023-2024, which will not impair
deleveraging nor a cash build-up to above EUR100 million by 2024.

Capex Supports Higher Margins: Fitch believes that Nobian's
projects, which have short paybacks, as well as cost
rationalisation and improved caustic soda prices, will drive EBITDA
margin towards 36% in 2024 from 29% in 2021. Nobian is expanding
capacity in salt, chlor-alkali and chloromethanes to fulfil demand
from its key customers. Additional projects, such as the
high-margin secondary use of its salt caverns for energy storage
and start-stop of its de-mothballed 350-megawatt hour gas turbine,
will provide incremental EBITDA from 2021. As about 30% of capex
are growth-related, Nobian has capacity to scale back or delay
outflows should cash flow pressure materialise.

DERIVATION SUMMARY

Nobian is significantly smaller, less diversified and more
leveraged than Ineos Quattro Holdings Limited (BB/Stable). Its
regional focus and vertical integration are comparable with Synthos
Spolka Akcyjna's (BB/Stable) but its FFO gross leverage on average
is expected to be much higher. Root Bidco Sarl (Rovensa; B/Stable)
has similar margin stability but is smaller and has higher FFO
gross leverage than Nobian. Petkim Petrokimya Holdings A.S.
(B/Stable) has similar size, a regional focus and lower leverage,
but operates from a single site and has more volatile earnings due
to its exposure to cyclical commodities.

Compared with Nouryon, from which it is being separated, Nobian is
smaller, with exposure to more commoditised chemicals and lacks
Nouryon's global presence. However, Nobian's EBITDA margin is
stronger and expected to increase faster than Nouryon's. Nobian is
more backward-integrated than its peers and has stronger EBITDA and
FFO margins.

KEY ASSUMPTIONS

-- Revenues to grow 4.4% per year to 2024, driven by higher
    chlorine, salt and chloromethanes volumes and prices;

-- Average EBITDA margins in mid-20s for chlor-alkali in 2021
    2024, growing from mid-30s in 2020 to mid-40s in 2024 for salt
    and chloromethanes;

-- Total cumulative capex of EUR650 million from 2021 until 2024,
    peaking in 2023;

-- Dividends of EUR35 million in 2023 and EUR31 million in 2024.

Key Recovery Analysis Assumptions

The recovery analysis assumes that Nobian would be reorganised as a
going-concern (GC) in bankruptcy rather than liquidated.

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level upon which Fitch bases the
enterprise valuation (EV). The GC EBITDA assumption for
commodity-sensitive companies at a cyclical peak reflects the
industry's move from trough of cycle to mid-cycle conditions and
intensifying competitive dynamics.

The GC EBITDA of EUR250 million reflects a combination of low
caustic soda prices and demand or production-related pressure on
sales volumes, as seen in 2020-2021, but also considers corrective
measures taken in the reorganisation to offset adverse conditions.

Fitch uses a multiple of 5.5x to estimate a GC EV for Nobian
because of its leadership position, solid sector growth trends, as
well as higher barriers to entry and profit margins than peers'.

Fitch assumes its revolving credit facility (RCF) to be fully drawn
and to rank pari passu with its TLB and the senior secured notes.

After deducting 10% for administrative claims, Fitch's waterfall
analysis generated a waterfall generated recovery computation
(WGRC) for the senior secured instruments in the 'RR3' band,
indicating a 'BB-' instrument rating. The WGRC output percentage on
current metrics and assumptions was 68%.

RATING SENSITIVITIES

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

-- FFO gross leverage below 4.0x on a sustained basis;

-- EBITDA margin sustained above 25%, and free cash flow (FCF)
    margins above 5% through achieved cost savings;

-- Record of conservative financial policy.

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

-- FFO gross leverage above 6.0x on a sustained basis;

-- FFO interest cover below 2.0x on a sustained basis;

-- Weakening EBITDA and FCF margins.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch estimates Nobian's current liquidity at
EUR270 million, composed of EUR70 million cash on the balance sheet
and an EUR200 million undrawn RCF maturing at the beginning of
2026. No meaningful mandatory debt repayment is expected until 2026
when the senior secured debt raised for funding the spin-off is
due. Proceeds from its sale of the salt specialties segment of
EUR70 million, expected to be received before end-2021, will be
fully used to reduce its TLB.

Fitch assesses Nobian's liquidity as adequate given Fitch's
expectations of positive FCF over the coming four years despite
expansion capex peaking in 2023, and fairly modest working-capital
fluctuations of the business.

ISSUER PROFILE

Nobian is a fully vertically integrated European leader in the
production of salt, chlor-alkali (chlorine and its co-product
caustic soda) and chloromethanes.

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.

NOURYON FINANCE: Fitch Affirms BB- Rating on Senior Sec. Debt
-------------------------------------------------------------
Fitch Ratings has affirmed Nouryon Finance B.V.'s senior secured
rating at 'BB-' with a Recovery Rating of 'RR3'.

Following the completion of its spin-off of Nobian Holding 2 B.V.
(B+/Stable), Nouryon used the divestment proceeds to fully redeem
its senior unsecured notes and repay USD538 million of its term
loan B (TLB). The company also reduced its commitments under its
revolving credit facility (RCF) by USD240 million and set up a
EUR250 million securitisation facility.

The 'B+' IDR is constrained by high funds from operations (FFO)
gross leverage following the acquisition by The Carlyle Group and
GIC in 2018. This is despite the company's solid business profile
and resilient cash flows, further strengthened by achieved cost
savings.

The Stable Outlook reflects the balance between the company's
fairly predictable EBITDA generation as a pure specialty chemicals
company with leading positions in niche markets, and a highly
leveraged capital structure, albeit with a focus on gradual debt
repayment.

KEY RATING DRIVERS

Nobian Sale Broadly Neutral: Fitch estimates that the sale of
Nobian will reduce Nouryon's sales, EBITDA and gross debt by
approximately EUR1 billion, EUR300 million and EUR1.5 billion,
respectively, resulting in broadly similar net debt/EBITDA ratios
pre-and post-sale. Nouryon will be fully focused on specialty
chemicals, which supports stable cash flow generation, but scale
and diversification will somewhat decline. However, Fitch expects
Nouryon's EBITDA to return to 2020 levels by 2024, driven by steady
growth and cost initiatives.

As the two businesses had limited synergies and different
strategies - Nobian is a regional producer of more commoditised
chemicals - Fitch believes the sale is part of the strategic
options considered by Nouryon's shareholders.

Increased Standalone Margins: Fitch views Nouryon's strong 2020
performance as reflective of the company's focus on diversified and
resilient end-markets, product differentiation, cost reductions and
portfolio optimisation. Excluding the higher-margin Nobian,
Nouryon's Fitch-adjusted EBITDA margin grew to 22.7% in 2020 from
below 18% in 2018. Fitch believes that Nouryon will maintain EBITDA
margins above 22% and will grow revenue by around 4% per year,
slightly above market growth, on successful product launches,
capacity additions and inorganic growth.

Robust FCF Underpins Deleveraging: Fitch expects Nouryon to
generate recurring positive free cash flow (FCF) in the next four
years, supporting a reduction of FFO gross leverage to below 5x in
2024 from 6.3x in 2020. While mandatory debt repayments are modest
at about EUR36 million per year, Fitch believes that Nouryon will
allocate part of FCF to voluntary debt repayments, as seen in
November 2020 when it repaid EUR100 million and in October 2019
when it repaid USD110 million of the US dollar TLB. Fitch projects
that it will have the capacity to further reduce its gross debt
depending on its capital-allocation strategy.

Bolt-On Acquisitions to Continue: During 2020, Nouryon acquired the
carboxymethyl cellulose (CMC) business from J.M. Huber Corporation
and the merchant triethyl aluminium (TEAL) business of Sasol, and
divested its re-dispersible polymer powders business to Celanese,
for a net outflow of EUR109 million. These acquisitions reinforced
Nouryon's leadership in CMC and metal alkyls. Fitch understands
from management that they intend to maintain this external growth
strategy, albeit selectively, and therefore assume EUR100 million
M&A outflow per year, targeting bolt-on acquisitions in key
end-markets such as polymer specialties, paints & coatings,
agriculture or personal care.

Barriers to Entry: Fitch views significant barriers to entry to
Nouryon's leading positions in niche markets, as the company
specialises in products that are either providing differentiated or
tailor-made properties, or that are key in the manufacturing
process of a final product. This supports steady volumes, as seen
in 2020 when they declined only 2%. Nouryon's R&D investments
amount to around 3% of sales, and result in several new product
launches every year.

No Dividend Assumed: Fitch expects Carlyle to prioritise
deleveraging and bolt-on acquisitions in the coming years. While
Nouryon's debt documentation permit some dividend payments, Fitch
believes that a significant shareholder distribution would not be
consistent with the current strategy to voluntarily repay debt when
feasible.

Regulatory Risk: Increasing focus by governments on more
environmentally-friendly manufacturing methods results in expensive
and time-intensive adjustments to ensure compliance. While this
could generally constitute a risk to the ability of Nouryon to sell
its products, Fitch believes that it is unlikely to be negatively
affected, given its proactivity to ensure the business remains
compliant.

DERIVATION SUMMARY

Most of Nouryon's specialty chemicals peers in EMEA, such as BASF
SE (A/Stable), Solvay SA (BBB/Stable) or Akzo Nobel N.V.
(BBB+/Stable), are higher-rated due to significantly lower
leverage, and their leading positions in larger-scale products
globally. However, Nouryon has higher EBITDA and FCF margins, and
is a leader in niche markets.

Nouryon is larger and more diversified across stable markets and
has higher FCF margin than Roehm Holding GmbH (B-/Stable), Root
Bidco S.a.r.l. (B/Stable), Petkim Petrokimya Holdings A.S.
(B/Stable), Nobian Holding 2 B.V. (B+/Stable), or Synthos Spolka
Akcyjna (BB/Stable), the latter three being regional suppliers. It
is however smaller and less diversified than Ineos Quattro Holdings
Limited (BB/Stable), which also has lower leverage. Nouryon's FFO
gross leverage is higher than Petkim's or Synthos', but comparable
to Nobian's, Roehm's or Rovensa's.

KEY ASSUMPTIONS

-- Revenues to grow on average 3%-4% over 2021-2024;

-- EBITDA margin on average at 22%-23% over 2021-2024;

-- Annual capex on average at 6.5% of sales to 2024;

-- M&A of EUR100 million per year from 2022 until 2024;

-- Assumed voluntary annual debt repayments of EUR150 million in
    2022, 2023 and 2024 based on the company's willingness to
    deleverage;

-- No common dividends.

KEY RECOVERY ANALYSIS ASSUMPTIONS

The recovery analysis assumes that Nouryon would be reorganised as
a going-concern (GC) in bankruptcy rather than liquidated.

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level upon which Fitch bases the
enterprise valuation.

The GC EBITDA of EUR650 million reflects changes in regulation or
substantial external pressures, such as a severe global downturn
that particularly hits Nouryon's main end-markets, resulting in
heavily reduced demand for Nouryon's products, but also considers
corrective measures taken in the reorganisation to offset adverse
conditions. The GC EBITDA was reduced from EUR787 million to
reflect the divestment of Nobian, partly offset by Nouryon's
cost-savings initiatives and contribution from acquisitions
completed over the past three years.

Fitch uses a multiple of 5.5x to estimate a GC enterprise value for
Nouryon because of its leadership position, resilient exposure to
non-cyclical end-markets, solid profitability and high barriers to
entry due to substantial R&D needs for product development.

Fitch assumes the company's revolving credit facilities (RCF) to be
fully drawn and to rank pari passu with the TLB, and that the
securitisation facility would be replaced by an equivalent
super-senior facility.

After deduction of 10% for administrative claims, Fitch's waterfall
analysis generated a waterfall generated recovery computation
(WGRC) for the senior secured instrument in the 'RR3' band,
indicating a 'BB-' instrument rating. The WGRC output percentage on
current metrics and assumptions was 58% for the senior secured
debt.

RATING SENSITIVITIES

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

-- FFO gross leverage below 5.0x on a sustained basis;

-- FFO interest coverage above 3.5x on a sustained basis;

-- EBITDA margin sustained above 23% and FCF margins above 5%
    through achieved synergies and cost savings.

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

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

-- FFO interest coverage below 2.5x on a sustained basis;

-- Weakening EBITDA and FCF margins; for example, as a result of
    lost market share or adverse regulatory changes.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: As of 31 March 2021, Nouryon maintained
liquidity of approximately EUR1 billion, consisting of EUR375
million of cash and about EUR640 million of its undrawn revolver,
but excluding EUR109 million as security for cash management and
trade-finance facilities. This compared with about EUR36 million of
mandatory TLB amortisation and about EUR50 million of other current
financial liabilities. As of 1 July 2021, Nouryon's RCF was reduced
to USD637 million (about EUR524 million).

Fitch expects Nouryon to generate positive FCF over the next four
years. Fitch views this level of liquidity as sufficient to cover
debt repayments in the coming four years while allowing flexibility
to make voluntary debt repayments and realise acquisitions.

ISSUER PROFILE

Nouryon is a Netherland-based producer of specialty chemicals used
in a broad range of sectors, and is owned by The Carlyle Group and
GIC since 2018.

SUMMARY OF FINANCIAL ADJUSTMENTS

For 2020:

-- Lease liabilities of EUR159 million excluded from financial
    debt; depreciation of right-of-use assets (EUR48 million) and
    lease-related interest expense (EUR8 million) deducted from
    EBITDA and cash flow from operations.

-- EUR126 million added back to EBITDA and EUR87 million to FFO
    to remove non-recurring or non-cash costs.

ESG CONSIDERATIONS

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



=============
R O M A N I A
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ALPHA BANK: Moody's Affirms 'Ba2' LongTerm Deposit Ratings
----------------------------------------------------------
Moody's Investors Service has taken rating actions on seven banks
in Central and Eastern Europe (CEE), including the upgrade of the
deposit and issuer ratings of one bank and the upgrade of the
junior senior unsecured debt rating of another bank. These two
rating actions were driven by revisions to Moody's Advanced Loss
Given Failure (Advanced LGF) framework, which is applied to banks
operating in jurisdictions with Operation Resolution Regimes,
following the publication of Moody's updated Banks Methodology on
July 9, 2021. Concurrently, Moody's upgraded the issuer ratings of
three covered bond issuing subsidiaries, because the updated Banks
Methodology also introduced a single, simplified and
principle-based framework for rating highly integrated entities.

A separate rating announcement for OTP Bank NyRt and its mortgage
bank subsidiary can be found at https://bit.ly/3kfOZLK.

RATINGS RATIONALE

The rating actions on four CEE banks were driven by revisions to
the Advanced LGF framework within Moody's updated banks
methodology.

In particular, ratings were mostly affected by revised LGF notching
guidance thresholds at lower levels of subordination and volume in
the liability structure that have been applied to all CEE banks.

For CEE banks that are subsidiaries of multinational banking groups
the rating actions also reflect Moody's view that group-wide
resolutions coordinated in a unified manner will be more common
following the requirement to issue internal loss absorbing capital
(ILAC), leading to a likely transfer of losses from subsidiaries to
parents at the point of failure. For banks that are subsidiaries of
international parents and subject to ILAC requirements, the rating
actions reflect the required and expected issuance of such
instruments.

The upgrade of ratings and assessments of the mortgage banks, which
issue covered bonds on behalf of their parent banks, reflects the
methodological harmonization to a more simplified and
principles-based rating approach concerning highly integrated
entities. The rating action reflects a re-assessment of
interlinkages between the specialized covered bond issuing
subsidiaries and their respective parents and concluded there is a
low probability that a parent would de-prioritize meeting the debt
obligations of the related entity relative to meeting its own
obligations in circumstances of financial stress for the parent or
group.

RATINGS RATIONALE FOR INDIVIDUAL BANKS

Alpha Bank Romania S.A. (ABR)

Moody's affirmed ABR's Ba2/NP long-term/short-term deposit ratings,
as well as its b1 Baseline Credit Assessment (BCA) and adjusted
BCA. Concurrently, Moody's affirmed the bank's Ba1/NP Counterparty
Risk Ratings (CRRs) and its Ba1(cr)/NP(cr) Counterparty Risk
Assessments (CR Assessments).

The affirmation of ABR's b1 BCA reflects the rating agency's view
that the financial and operational linkages between ABR and its
Greek parent Alpha Bank S.A. remain moderate, despite ILAC expected
to be issued by ABR to its parent. Moody's therefore believes that
the risk of contagion from its weaker rated parent remains limited
and appropriately reflected in the current BCA positioning of ABR.
At the same time, the rating agency views the interlinkages to
remain a constraining factor for ABR's BCA in case of improving
intrinsic strength of its parent.

The affirmation of ABR's deposit ratings, CRRs and CR Assessment
reflects a broadly unchanged loss severity for these instrument
classes as indicated by Moody's Advanced LGF analysis, despite the
expected ILAC issuances providing an increasing protection for the
bank's senior creditors.

Ceskoslovenska obchodna banka (Slovakia) (CSOB-SK)

Moody's upgraded CSOB-SK's long-term deposit rating to A3 from
Baa1, and its long-term issuer ratings to Baa1 from Baa2.

The upgrade reflects reduced loss severity for senior creditors as
indicated by Moody's Advanced LGF Analysis, considering the
expectation of future ILAC issuances by CSOB-SK to its parent KBC
Bank N.V., which is designated as the single point of entry in the
group's resolution plans, in combination with the bank's strong
deposit growth in 2020. The rating agency expects that CSOB-SK will
be resolved in a unified manner alongside its parent, and that the
inclusion of ILAC in CBOB-SK's Advanced LGF analysis and the
resulting greater level of protection afforded to the bank's senior
creditors is additive to any extraordinary support the bank might
receive from its parent prior to the point of failure, as
incorporated in Moody's unchanged affiliate support assumptions.

Komercni Banka, a.s. (KB)

Moody's affirmed KB's long-term/short-term A1/P-1 deposit ratings.
Concurrently, Moody's affirmed the bank's a3 BCA and adjusted BCA,
its Aa3/P-1 CRRs and its Aa3(cr)/P-1(cr) CR Assessments.

The affirmation of KB's a3 BCA reflects the rating agency's view
that the financial and operational linkages between KB and its
French parent Societe Generale remain moderate, despite ILAC
expected to be issued by KB to its parent. Moody's therefore
believes that the risk of contagion from its weaker rated parent
remains limited and appropriately reflected in the current BCA
positioning of KB. The rating agency also considers that KB's
ownership structure is granting it access to external capital
through its listing at the Prague Stock Exchange, in case of need.

The affirmation of the deposit ratings, CRRs and CR Assessments
reflects the affirmation of the a3 BCA and the rating agency's
assessment of an unchanged rating uplift as a result of its
Advanced LGF analysis, despite an increasing protection for the
bank's senior creditors resulting from ILAC expected to be issued
by KB to its parent Societe Generale.

Raiffeisenbank, a.s. (RBCZ);

Moody's upgraded the long-term junior senior unsecured rating of
RBCZ to Baa2 from Baa3.

The upgrade reflects the benefits at the lower level of
subordination from the change in the LGF notching guidance. The
rating agency believes the outstanding volume of preference shares
and subordinated debt to remain largely unchanged during the next
years and sufficient to absorb the expected balance sheet growth
while still maintaining the required protection under the revised
LGF notching guidance to position the junior senior instruments at
the level of the Adjusted BCA.

ING Bank Hipoteczny S.A. (ING BH)

Moody's upgraded ING BH's issuer ratings to A3 from Baa1.
Concurrently, the rating agency upgraded the mortgage bank's
long-term CRRs and CR Assessment by one notch to A1 from A2 and
A1(cr) from A2(cr) respectively while it affirmed the short-term
CRRs and CR Assessment at P-1 and P-1(cr), as well as the bank's
short-term issuer ratings at P-2.

The rating actions reflect the rating agency's re-assessment of
interlinkages between ING BH and its parent, ING Bank Slaski S.A.
and conclusion that there is a low probability that its parent
would de-prioritize meeting the debt obligations of ING BH relative
to meeting its own obligations in circumstances of financial stress
for the parent or group.

mBank Hipoteczny S.A. (MBH)

Moody's upgraded MBH's long-term issuer ratings to Baa1 from Baa2.
Concurrently, the rating agency upgraded the mortgage bank's CRRs
to A2/P-1 from A3/P-2 and its CR Assessments to A2(cr)/P-1(cr),
from A3(cr)/P-2(cr), while it affirmed the short-term issuer
ratings at P-2.

The rating actions reflect the rating agency's re-assessment of
interlinkages between MBH and its parent mBank S.A. and conclusion
that there is a low probability that its parent would de-prioritize
meeting the debt obligations of MBH relative to meeting its own
obligations in circumstances of financial stress for the parent or
group.

PKO Bank Hipoteczny S.A. (PKO BH)

Moody's upgraded PKO BH's long-term issuer ratings to A3 from Baa1.
Concurrently, the rating agency upgraded the mortgage bank's CRRs
to A2/P-1 from A3/P-2 and its CR Assessments to A2(cr)/P-1(cr) from
A3(cr)/P-2(cr), while it affirmed the short-term issuer ratings at
P-2.

The rating actions reflect Moody's re-assessment of interlinkages
between PKO BH and its parent, Powszechna Kasa Oszczednosci Bank
Polski S.A. (PKO BP) and conclusion that there is a low probability
that its parent would de-prioritize meeting the debt obligations of
PKO BH relative to meeting its own obligations in circumstances of
financial stress for the parent or group.

OUTLOOK

The rating outlooks for the banks affected by the rating action
were maintained, except of the outlook on RBCZ's ratings which was
unaffected.

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

The affected long-term deposit ratings, issuer ratings, junior
senior unsecured debt rating, CRRs and CR Assessments could be
upgraded following an improvement in the standalone
creditworthiness of the banks or parent banks of the three Polish
mortgage subsidiaries.

The long-term deposit and issuer ratings could also be upgraded
following a significant increase in the stock of more junior
bail-in-able liabilities.

The affected ratings and assessments could be downgraded following
a substantial deterioration in the standalone creditworthiness of
the banks or parent banks of the three mortgage subsidiaries or
following a significant reduction in the stock of bail-in-able
liabilities.

The affected ratings and assessments of the three Polish covered
bond issuing subsidiaries could also be downgraded if their
strategic importance is reduced and their parent banks withdraw
their commitment to support the mortgage bank's liquidity and
capital buffers.

LIST OF AFFECTED RATINGS:

Issuer: Komercni Banka, a.s.

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed a3

Baseline Credit Assessment, Affirmed a3

LT Counterparty Risk Assessment, Affirmed Aa3(cr)

ST Counterparty Risk Assessment, Affirmed P-1(cr)

LT Counterparty Risk Rating, Affirmed Aa3

ST Counterparty Risk Rating, Affirmed P-1

ST Bank Deposits, Affirmed P-1

LT Bank Deposits, Affirmed A1 outlook remains Stable

Outlook Actions:

Outlook, Remains Stable

Issuer: Ceskoslovenska obchodna banka (Slovakia)

Upgrades:

LT Issuer Rating, Upgraded to Baa1 from Baa2, outlook remains
Positive

LT Bank Deposits Rating,Upgraded to A3 from Baa1, outlook remains
Positive

Outlook Actions:

Outlook, Remains Positive

Issuer: Alpha Bank Romania S.A.

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b1

Baseline Credit Assessment, Affirmed b1

ST Counterparty Risk Assessment, Affirmed NP(cr)

LT Counterparty Risk Assessment, Affirmed Ba1(cr)

ST Counterparty Risk Rating, Affirmed NP

LT Counterparty Risk Rating, Affirmed Ba1

ST Bank Deposits Rating, Affirmed NP

LT Bank Deposits Rating, Affirmed Ba2 outlook remains Stable

Outlook Actions:

Outlook, Remains Stable

Issuer: Raiffeisenbank, a.s.

Upgrades:

Junior Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2
from Baa3

Issuer: mBank Hipoteczny S.A.

Upgrades:

LT Counterparty Risk Assessment, Upgraded to A2(cr) from A3(cr)

ST Counterparty Risk Assessment, Upgraded to P-1(cr) from P-2(cr)

LT Counterparty Risk Rating, Upgraded to A2 from A3

ST Counterparty Risk Rating, Upgraded to P-1 from P-2

LT Issuer Rating, Upgraded to Baa1 from Baa2, outlook remains
Stable

Affirmations:

ST Issuer Rating, Affirmed P-2

Outlook Actions:

Outlook, Remains Stable

Issuer: ING Bank Hipoteczny S.A.

Affirmations:

ST Counterparty Risk Assessment, Affirmed P-1(cr)

ST Counterparty Risk Rating, Affirmed P-1

ST Issuer Rating, Affirmed P-2

Upgrades:

LT Counterparty Risk Assessment, Upgraded to A1(cr) from A2(cr)

LT Counterparty Risk Rating, Upgraded to A1 from A2

LT Issuer Rating, Upgraded to A3 from Baa1, outlook remains
Stable

Outlook Actions:

Outlook, Remains Stable

Issuer: PKO Bank Hipoteczny S.A.

Affirmations:

ST Issuer Rating, Affirmed P-2

Upgrades:

LT Counterparty Risk Assessment, Upgraded to A2(cr) from A3(cr)

ST Counterparty Risk Assessment, Upgraded to P-1(cr) from P-2(cr)

LT Counterparty Risk Rating, Upgraded to A2 from A3

ST Counterparty Risk Rating, Upgraded to P-1 from P-2

LT Issuer Rating, Upgraded to A3 from Baa1, outlook remains
Stable

Outlook Actions:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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



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

FOODCO BONDCO: S&P Hikes ICR to 'CCC+' on Improving Liquidity
-------------------------------------------------------------
S&P Global Ratings raised its ratings on Telepizza's debt-issuing
entity, Foodco Bondco SAU and its EUR335 million senior secured
notes, to 'CCC+' from 'CCC-'; the recovery rating is now '4',
indicating its estimate of about 45% recovery prospects in the
event of a default.

The negative outlook reflects S&P's view that, amid a very volatile
and uncertain environment, Telepizza could underperform its base
case, leading to a liquidity shortage within the next 12 months
that could prompt a distressed debt restructuring.

Telepizza managed to strengthen its liquidity position, securing
the next 12 months of operations. As of March 31, 2021, Telepizza
had about EUR72 million of cash on the balance sheet, with a fully
drawn EUR45 million revolving credit facility (RCF). The group took
several initiatives to restore its liquidity position. Telepizza
contracted two state-guaranteed loans (ICO loans) in Spain: EUR10
million in July 2020 and EUR30 million in January 2021.
Additionally, Telepizza obtained a shareholder loan totalling EUR42
million, EUR20 million directly and EUR22 million available upon
crossing a certain minimum liquidity level that has not been
disclosed. Overall, excluding the EUR22 million, the group enhanced
its liquidity position by EUR60 million, allowing it to continue
operating throughout the pandemic. Although the group's EBITDA plus
rent coverage ratio remains tight at 1.0x-1.2x in 2021, S&P
believes it should have sufficient resources to meet its liquidity
needs over the next 12 months, in particular, the bond interest
payments due on July 15, 2021, and Jan. 15, 2022, provided there
are no further pandemic-led restrictions in countries where it
operates.

The renegotiation of the Yum! alliance allows Telepizza to continue
operating under the Pizza Hut brand and provides more leeway for
its target of opening of 1,300 stores. As of May 31, 2021,
Telepizza finalized an agreement with Yum! after renegotiating
their alliance. This includes an extension of the deadline for
Telepizza to open 1,300 stores to 2029 from 2028, considering the
impact of COVID-19. S&P still believes this store opening target to
be ambitious, given Telepizza's current financial situation, and
the capital expenditure (capex) required over the next two years.
Other terms were also amended: the conversion schedule for
Telepizza's stores in Chile and Colombia was slowed; the terms and
targets for earning incentive fees were revised; and the period and
threshold under which shortfall fees would apply were respectively
postponed and increased. S&P sees this renegotiation as positive
since it allows Telepizza to continue operating Pizza Hut stores.
Additionally, Yum! exercised its call option on the Telepizza
brand, which does not trigger any fundamental change because
Telepizza will continue to operate all the stores and the change
was already part of the agreement.

The pandemic hit Telepizza hard, leading to about EUR56 million of
negative free operating cash flow (FOCF) after lease payments. The
group recorded a revenue decline of about 10% in 2020. This was
mainly due to a significant drop in sales in Latin America where
COVID-19 infection rates are high, and partly offset by better
performance in Europe thanks to a high share of deliveries, leading
to smaller impact from the closure of restaurants. In the absence
of state support in some countries, in particular in Latin America,
the group struggled to safeguard its profitability and cash flow
generation following the reduction in operations. S&P adjusted
EBITDA figure for Telepizza was at about EUR33 million for 2020,
down 50% from EUR66 million in 2019. Despite a EUR17 million cut to
capital expenditure excluding acquisitions to EUR25 million
compared with 2019, Telepizza exhibited a sizeable cash burn during
the year with FOCF after lease payments at about -EUR56 million.
This cash consumption was offset by liquidity measures that
provided up to EUR60 million. However, S&P has concerns about the
viability of the business in future years.

The group's recovery should be gradual and still translate into
negative FOCF over the next two years, leaving no headroom for
underperformance. S&P said, "For 2021, we expect Telepizza to
continue posting weak earnings after pandemic-related restrictions
hit results in the first two quarters. We see the situation
recovering quicker in Europe than in Latin America, especially in
Chile where restrictions are the strictest on the continent, and
most of Telepizza's Latin American operations are located.
Additionally, due to its exposure to South America, Telepizza faces
potential foreign exchange fluctuations that could jeopardize its
earnings. Consequently, we remain cautious about Telepizza's
recovery and expect it will be gradual over the next two to three
years. We expect the group's topline to return to 2019 levels in
2021 mainly due to business expansion with new openings. That said,
new outlets typically take about six to 12 months to reach the
group's profitability level. Therefore, we expect Telepizza's S&P
Global Ratings-adjusted EBITDA margins to average 15%-17% only from
2023, compared with 17.1% in 2019. In addition, we forecast only a
gradual improvement in FOCF after lease payments, leaning toward
breakeven by 2023, because of relatively high capex requirements,
despite the group's focus on franchises for expansion, and high
lease payments compared with the size of the business. Considering
Telepizza's still relatively tight liquidity and high leverage,
projected at 8x-9x in 2022 though down from 15.5x in 2020, we
believe the company has very little room for underperformance and
its capital structure could become unsustainable."

S&P said, "The negative outlook reflects our view that, amid a very
volatile and uncertain environment, Telepizza could underperform
our base case. This could lead to a liquidity shortage within the
next 12 months, implying Telepizza's inability to meet its debt
obligations, and prompt a distressed debt restructuring."

S&P could lower its rating on Telepizza if, due to a slower
recovery than it currently expect, for instance because of
additional COVID-19 restrictions in Latin America; or the company's
failure to achieve its target store openings, it envisions a
specific default scenario over the next 12 months, including:

-- A shortfall in near-term liquidity, leading to inability to
repay financial obligations; or

-- An increasing likelihood of a debt restructuring or a
distressed exchange offer.

S&P could revise its outlook to stable If Telepizza demonstrates a
significant improvement in earnings, outperforming its base case,
leading to a materially stronger liquidity position and FOCF after
lease payments approaching breakeven in 2022.




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

ELLEVIO AB: S&P Affirms 'BB+' Rating on Class B Debt
----------------------------------------------------
S&P Global Ratings revised its outlook on Ellevio AB's debt to
stable from negative and affirmed its 'BBB' issue rating on the
class A debt and its 'BB+' issue rating on the class B debt.

The stable outlook reflects the stabilizing situation regarding the
Swedish regulatory framework, although S&P recognizes the final
court outcome is pending; and its expectation that Ellevio's credit
ratios would be maintained above 6%.

The regulatory environment for Swedish distribution system
operators (DSOs) is changing after the regulator set the
weighted-average cost of capital (WACC) at 2.16% two years ago,
with a recent court ruling and the possibility to roll over
under-recovered funds being positive factors.

In May this year, the Swedish parliament passed legislation
allowing DSOs to carry forward under-recovered amounts for
investments from regulatory periods 1 (2012-2015) and 2 (2016-2019)
to the current one (2020-2023) and the following period under
certain conditions. In our view, this signals a broad understanding
for increased investments, triggered by the increasing pace of the
energy transition. For Ellevio, this meant about Swedish krona
(SEK) 2 billion of increased allowed revenue not fully used from
earlier periods. The reason behind the unused amounts is because of
court proceedings from regulatory period 1 and 2, where DSOs
appealed the announced WACC. In both cases, courts ruled in favor
of DSOs, increasing the WACC to 6.5% from 5.2% in period 1 and to
5.85% from 4.53% in period 2. The regulator appealed the court
decision regarding regulatory period 3, but in February this year,
courts ruled in favor of the DSOs.

S&P said, "We believe it's likely that the appeal's ruling will not
be released until a ruling from a similar case with the EU
Commission against Germany in the EU Court of Justice, which we
expect before the end of the year. We continue to assess the
Swedish regulatory framework as very supportive because we view
positively that the legal process effectively shields the framework
from being a politicized regulatory process and proves that DSOs
can challenge decisions in court, but also a favorable environment
for cost coverage and investments. We expect Ellevio to increase
its investment in the current regulatory period to about SEK13.6
billion, compared with SEK10.9 billion in the previous period."

S&P said, "We expect WACC of no lower than 2.35%; a higher rate
would likely result in Ellevio increasing shareholder remuneration,
implying little change in the financial position. On Feb. 26, 2021,
courts ruled that the Swedish Energy Market Inspectorate did not
adhere to the framework and laws when lowering the WACC to 2.35%
over 2020-2023, and requested the regulator recalibrate the WACC
parameters. Given this uncertainty, when forecasting for Swedish
DSOs in 2021, we will continue to assume a WACC of 2.35%, which we
understand is the regulator's guidance. We view this as the lowest
possible scenario, given that the outcome from the court
proceedings cannot result in a lower WACC. Also, any WACC increase
would apply for the full regulatory period (2020-2023). Also, a
catch-up mechanism in the system would allow Ellevio to be
compensated for the full period, which we view positively. The
collection could take place over more than one regulatory period.
Using the same method as that in the previous regulatory period,
the WACC would be calculated at about 5% according to our
estimates. Even if the WACC rises from 2.35%, we believe that it
would increase Ellevio earnings and cash flow; we also expect that
the company would start paying interest on its shareholder loans.
An increased WACC would therefore likely not lead to any meaningful
improvement on credit ratios. We expect FFO to debt above 6%-8% and
debt to EBITDA below 10x for the senior debt, and about 6% and
below 12x, respectively, for its total debt."

Structural features in the senior secured debt continue to support
the rating. Ellevio is the borrower under a ring-fencing structure,
with two classes of debt--senior class A debt and subordinated
class B debt. Under our methodology, S&P looks at:

-- The senior debt ratios only to determine the class A debt
rating, which is one notch above the senior credit quality
(stand-alone credit profile [SACP]) of 'bbb-'; and

-- The consolidated debt ratios only to determine the class B
(total debt) rating, which is two notches below the class A debt or
at the same level as the 'bb+' consolidated SACP, whichever is
lower.

The senior debt's SACP benefits one notch uplift due to various
structural features designed to increase cash flow certainty for
debtholders. These include restricted payment conditions and a
covenanted liquidity structure that should, in our opinion,
enabling Ellevio to manage temporary cash flow shocks. The
debtholders benefit from the following features, which include:

-- Two levels of financial covenants (trigger events and events of
default) and an automatic 12-month standstill period after an event
of default; and

-- A liquidity facility available if the group enters a standstill
and that is sufficient to cover finance charges for at least 12
months. The liquidity facility was undrawn as of June 30, 2021.

S&P said, "The stable outlook reflects our expectation that the
company's EBITDA and FFO will continue increasing, driven by our
expectation that the WACC will not be below 2.35% for the current
regulatory period. The outlook also reflects that Ellevio will
continue to adjust shareholder remuneration to protect the rating
if needed, for example not paying interest on its shareholder loans
if the WACC remains at 2.35%. On the other hand, we also expect
that the company would pay shareholder remuneration if WACC
increases from 2.35%. We expect FFO to debt above 8% and debt to
EBITDA below 10x throughout that period for the senior debt and
debt to EBITDA below 12x for all (including subordinated) debt,
which we consider commensurate with the 'BBB' issue rating for
senior debt and the 'BB-' issue rating for subordinated debt.

"We could lower the ratings if Ellevio was unable to exercise
flexibility in its financial policy, for example, by increasing
shareholder remuneration or lowering capital expenditure (capex),
and this resulted in FFO to debt below 6% or debt to EBITDA above
10x for the senior debt, which would most likely be triggered by
shareholder renumeration. We could lower the subordinated debt
rating if we lower the senior debt rating or if debt to EBITDA
rises above 12x at the consolidated level, including subordinated
debt.

"We believe that a positive rating action is unlikely. We believe
that even if the WACC would increase significantly because of a
favorable court ruling, so Ellevio would increase its shareholder
remuneration and maintain FFO to debt that is commensurate with a
'bbb-' SACP. We could, however, consider an upgrade if the company
were to commit to a deleveraging plan, resulting in FFO to debt
sustainably above 8% and debt to EBITDA below 9x for senior debt.
We view this as unlikely over the outlook horizon, given the
business plan."


REDHALO MIDCO: S&P Assigns 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Swedish-based webhosting provider Redhalo Midco (UK) Ltd. and
its 'B' issue rating to the term loan B and revolving credit
facility (RCF) issued by Redhalo and one.com group AB.

S&P said, "Our stable outlook reflects that group.ONE will report
over 40% revenue growth in 2021 and about 20% in 2022 on the
consolidation of already-made acquisitions and price increases. We
expect the company will reduce S&P Global Ratings-adjusted debt to
EBITDA to below 6.5x by 2022 while maintaining its adjusted free
operating cash flow (FOCF) to debt above 5%."

Redhalo Midco (UK) Ltd., owner of Swedish webhosting provider
group.ONE, refinanced debt under its leveraged buy-out by Cinven
and dropped the EUR65 million dividend it was expecting to pay. S&P
expects adjusted leverage to rise to about 10.1x in 2021, before
falling to 6.1x in 2022.

group.ONE provides domain registration, web hosting services, and
other digital tools to small and midsize enterprises (SMEs) across
its six main countries. It benefits from leading and secure market
positions, a high share of proprietary software solutions,
above-average profitability, positive cash flow, low customer
concentration, and favorable industry trends.

This rating action is in line with S&P's preliminary ratings, which
it assigned on June 9, 2021. There were no material changes to its
base case compared with its original review.

The main differences from the preliminary rating analysis are the
slightly lowered debt quantum following the cancelled dividend
payment, the higher coupon on the senior secured debt, and a
revision of some debt terms in favor of lenders. The term loan B
and RCF were downsized to EUR350 million and EUR80 million, from
EUR375 million and EUR100 million, respectively, while the term
loan B's floating interest margin slightly increased. Some terms
defining limitation on debt and restricted payments were updated,
in particular with respect to dividend payments. As a result,
leverage improved slightly, but given the higher interest paid,
credit metrics do not materially change compared with its previous
estimate.

S&P said, "The stable outlook reflects our expectation that
group.ONE will report over 40% revenue growth in 2021 and about 20%
in 2022 on the consolidation of already-made acquisitions and price
increases. We expect the company to reduce S&P Global
Ratings-adjusted debt to EBITDA below 6.5x by 2022 while
maintaining its adjusted free operating cash flow (FOCF) to debt
above 5%.

"We could lower the rating if adjusted debt to EBITDA remains above
7.5x or FOCF to debt falls and stays below 5% We think this could
occur if group.ONE made additional large debt-funded acquisitions.
Alternatively, if weak economic conditions caused SMEs to fail, the
company could experience higher churn. Finally, new entrants to the
market could heighten competition in key geographies.

"We see an upgrade as unlikely over the next 12 months, given
group.ONE's highly leveraged capital structure. However, we could
raise the rating if adjusted debt to EBITDA falls sustainably below
5x and FOCF to debt increases above 10%."


SEREN BIDCO: S&P Assigns Prelim 'B' LongTerm ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Sweden-based pest control service provider Seren
BidCo AB (Anticimex) and its preliminary 'B' issue rating to the
new first-lien debt. The recovery rating on the first-lien term
loan is '3', indicating its expectation of meaningful recovery
prospects (50%-70%; rounded estimate: 60%) in the event of payment
default.

The stable outlook reflects S&P's view that continued organic
growth and strong EBITDA margin generation should support leverage
reduction in 2022, with adjusted debt to EBITDA dropping below 7.5x
by the end of 2022 and sound free operating cash flow (FOCF).

EQT has owned a majority share in Anticimex since 2012, supporting
significant expansion via both organic and inorganic growth. Under
EQT's ownership, Anticimex has made more than 230 bolt-on and
platform acquisitions to solidify its leading market position in
pest control. This transaction will see EQT and management maintain
majority control, with a consortium of longer-term investors
acquiring the minority shareholding. The deal will be placed within
the EQT Future fund, a longer-term strategic fund with a focus on
sustainability. S&P said, "The company is raising a total of
SEK20.2 billion of debt, in addition to a SEK3 billion senior
secured revolving credit facility (RCF), which we expect to remain
undrawn at the transaction's close. EQT and co-investors are
contributing a strong equity commitment of SEK43 billion to finance
this transaction and repay its existing debt. Due to the financial
sponsor ownership, we anticipate continued acquisition activity and
note the high starting adjusted debt to EBITDA of about 8.5x. We
therefore expect credit metrics to remain in the highly leveraged
category in the coming years, but they should improve within this
category. Our credit metrics reflect only gross debt, given the
financial sponsor ownership. We treat preference equity as
equity-like, given our view that EQT Future and other co-inventors
might take a position in the company's debt, but we expect this
will be relatively limited at less than 10%. Therefore, we do not
think this affects the sponsors' incentives to act as equity
holders at this time."

In the pure-play pest control market, the company holds a top two
position in 14 of its 20 countries of operation. S&P said, "It
generates more than 80% of revenue through its core service
offering of pest control, but we also note that it provides
building environment and hygiene services, as well as an insurance
offering in the Nordics. The company generates about 70% of revenue
from commercial contracts and the remaining approximate 30% from
residential ones. The company has a strong commercial focus across
the Nordics, Europe, and Pacific regions, whereas its North America
operations focus more on residential customers. The commercial
contracts are also diversified further across segments, with
customers across industry, government, food and catering to
hospitals, and healthcare. Stable retention rates of more than 80%
and commercial contracts set over one to three years support
recurring revenue of more than 70%. In addition, the company is
relatively resilient to economic cycles given the essential nature
of the service. We therefore expect Anticimex will sustain organic
growth of about 4%, at the lower end of its historical trend of
4%-5%."




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

CO-OPERATIVE BANK: Moody's Raises LongTerm Deposit Rating to B2
---------------------------------------------------------------
Moody's Investors Service upgraded the long-term deposit rating of
The Co-operative Bank plc (The Co-operative Bank) to B2 from B3,
and the senior unsecured debt rating of The Co-operative Bank
Finance p.l.c. (The Co-operative Bank Finance), the holding company
of The Co-operative Bank, to B3 from Caa1. Moody's also upgraded
the standalone Baseline Credit Assessment of The Co-operative Bank
to b2 from b3.

The outlook on the senior unsecured debt rating of The Co-operative
Bank Finance and on the long-term deposit rating of The
Co-operative Bank is positive.

The rating actions were driven by revisions to Moody's Advanced
Loss Given Failure (Advanced LGF) framework, which is applied to
banks operating in jurisdictions with Operational Resolution
Regimes, following the publication of Moody's updated Banks
Methodology on July 9, 2021. This methodology is available at this
link: https://bit.ly/3xEPzXk.

RATINGS RATIONALE

Moody's said that, under its revised Advanced LGF framework and
taking into account the latest available financials, The
Co-operative Bank's deposits are likely to face low
loss-given-failure, from moderate loss-given-failure previously.
This would result in ratings one notch above the standalone BCA,
from ratings in line with the standalone BCA previously. However,
Moody's expects The Co-operative Bank's tangible banking assets to
increase, as the bank continues to grow its loan book, while the
stock of bail-in-able debt will be stable or marginally increase.
The rating agency's forward-looking view thus results in deposit
ratings that are still in line with the standalone BCA. Finally,
the upgrade of the bank's standalone BCA results in the upgrade of
the long-term deposit ratings.

Moody's continues to expect the senior unsecured debt issued by The
Co-operative Bank Finance to face high loss-given-failure,
resulting in ratings that remain one notch below the standalone
BCA. The upgrade of the standalone BCA results in the upgrade of
the senior unsecured debt of the Co-operative Bank Finance.

The upgrade of The Co-operative Bank's BCA to b2 from b3 reflects
the bank's progress towards achieving a sustainable (albeit weak)
profitability, as well as ongoing weaknesses in its credit
profile.

Moody's said that the progress towards a sustainable business model
that generates capital organically via earnings, is credit
positive.

However, the operating environment in the UK is still uncertain,
with the demand for credit still recovering and continued
profitability pressures from low rates. The Co-operative Bank's
cost of funding could also increase if the bank is required to
issue further unsecured debt to meet the bank's minimum
requirements for own funds and eligible liabilities (MREL). The
risk that The Co-operative Bank is unable to reach and maintain a
sustainable level of profitability makes the bank more susceptible
than others to a stressed scenario, in which case, capital could be
rapidly depleted.

OUTLOOK

The positive outlooks reflect further potential improvements in The
Co-operative Bank's profitability, which will make the bank's
capital less susceptible to a stress.

The positive outlook on The Co-operative Bank's long-term deposit
rating also reflects the potential issue of additional
loss-absorbing debt, which would provide additional protection to
the bank's depositors.

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

The Co-operative Bank's BCA could be upgraded following a return to
sustainable internal capital generation through earnings. An
upgrade of the BCA would lead to an upgrade of the long-term
deposit ratings of The Co-operative Bank and the senior unsecured
debt rating for The Co-operative Bank Finance. Issuance of
additional bail-in-able debt by The Co-operative Bank or The
Co-operative Bank Finance, which would protect depositors from
losses in a resolution scenario, could also lead to an upgrade of
the long-term deposit ratings.

The Co-operative Bank Finance's senior unsecured debt rating could
also be upgraded following a material increase in the stock of
subordinated liabilities issued by The Co-operative Bank Finance or
by The Co-operative Bank, or a material issuance of senior
unsecured debt by The Co-operative Bank Finance.

The Co-operative Bank's BCA could be downgraded following evidence
that the bank will not be able to return to a sustainable level of
net profitability beyond 2021.

A downgrade of The Co-operative Bank's BCA would lead to a
downgrade of all long-term ratings of The Co-operative Bank and The
Co-operative Bank Finance.

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: The Co-operative Bank Finance p.l.c.

LT Issuer Rating, Upgraded to B3 from Caa1, outlook changed to
Positive from Stable

Senior Unsecured Regular Bond/Debenture, Upgraded to B3 from Caa1,
outlook changed to Positive from Stable

Issuer: The Co-operative Bank plc

Adjusted Baseline Credit Assessment, Upgraded to b2 from b3

Baseline Credit Assessment, Upgraded to b2 from b3

LT Deposit Ratings, Upgraded to B2 from B3, outlook changed to
Positive from Stable

Affirmations:

Issuer: The Co-operative Bank Finance p.l.c.

ST Issuer Rating, Affirmed NP

Issuer: The Co-operative Bank plc

ST Counterparty Risk Assessment, Affirmed NP(cr)

LT Counterparty Risk Assessment, Affirmed Ba3(cr)

LT Counterparty Risk Rating, Affirmed B1

ST Counterparty Risk Rating, Affirmed NP

ST Bank Deposit Rating, Affirmed NP

Outlook Actions:

Issuer: The Co-operative Bank Finance p.l.c.

Outlook, Changed To Positive From Stable

Issuer: The Co-operative Bank plc

Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

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


DOLFIN FINANCIAL: Britannia Acquires GBP900 Million of Assets
-------------------------------------------------------------
Sonia Rach at FTAdviser reports that Britannia Financial Group has
purchased GBP900 million of assets and cash held in client accounts
from Dolfin Financial which was recently placed into special
administration.

According to FTAdviser, in an announcement on July 13, Britannia
said the purchase would be undertaken through its brokerage house
Britannia Global Markets.

Along with the client assets, approximately 20 members of staff
will transfer across from the discretionary investment management
team, FTAdviser discloses.

Wealth manager Dolfin was first forced to cease regulated
activities in March, after the regulator imposed restrictions on
the company, FTAdviser recounts.

In a statement issued on its website at the time, the Financial
Conduct Authority said it had "identified a number of serious
concerns around the way that Dolfin operates its business",
FTAdviser relates.

However, earlier this month, it was announced that Dolfin Financial
had fallen into administration and Adam Stephens and Kevin Ley of
Smith and Williamson were appointed joint special administrators,
FTAdviser recounts.

Mr. Stephens and Mr. Ley said they agreed terms for certain of the
independent wealth management firm's client agreements to be
transferred to Britannia Global Markets Limited, FTAdviser notes.

Approximately 280 of Dolfin's clients are scheduled to transfer to
Britannia and clients are being notified individually about the
transfer, FTAdviser states.

A note by the joint special administrators said at the date of the
special administration appointment, Dolfin employed circa 30 staff
and had circa 500 clients, FTAdviser relays.


ENQUEST PLC: S&P Raises ICR to 'B-' on Refinancing Progress
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.K.-based
oil and gas producer EnQuest PLC and its rating on its unsecured
debt to 'B-' from 'CCC+', and removed them from CreditWatch, where
S&P placed them with positive implications in February 2021.

The stable outlook reflects S&P's expectation that EnQuest will
continue to reduce its debt using strong free cash flow, and build
headroom under the rating over time.

EnQuest's new reserve-based lending (RBL) facility will remove
liquidity risk, which is the key consideration for the upgrade.
Following the refinancing, the company's capital structure will
consist of the new $439 million RBL ($600 million after the
completion of the Golden Eagle acquisition), about $1.1 billion
unsecured notes, and the Sullom Voe Terminal (SVT) working capital
facility (up to GBP42 million). Importantly, the utilization of the
new RBL does not depend on the acquisition of the Golden Eagle
assets. S&P expects the new funds to be drawn down soon, ahead of
the acquisition closing in Q3 2021.

S&P said, "We expect positive free operating cash flow (FOCF) will
enable the company to further reduce its debt. According to the
terms of the RBL, EnQuest will need to repay the new facility ahead
of the unsecured bonds' maturity in October 2023, unless refinanced
earlier. Based on our expectation of Brent oil price of $65/bbl for
the rest of 2021 and $60/bbl in 2022, we expect EnQuest to generate
sufficient cash to be able to amortize the facility as required. We
therefore expect credit metrics to stay healthy for the rating in
2021 and in 2022, with funds from operations (FFO) to debt above
20%, and debt to EBITDA at about 4x (pro forma the acquisition of
the Golden Eagle assets)."

The acquisition of Golden Eagle's assets will limit production
decline, supporting cash generation. The announced acquisition of
the Golden Eagle assets in the North Sea from Suncor Energy will
boost production by 10,000 barrels of oil equivalent per day
(boepd) in 2021 (pro forma the acquisition of the Golden Eagle
assets), compared with our expectation of 46,000 boepd–49,000
boepd for the existing portfolio. This will result in broadly
stable production on a pro forma basis, compared with 59,116 boepd
produced in 2020, helping EnQuest preserve the scale of the
business amid organic production decline at the existing assets.
The new assets also have a lower cost base, which should improve
the company's overall profitability. In its existing operations,
EnQuest already achieved reduction in operating expenses per barrel
of oil equivalent (opex/boe) in 2020, reducing it to about $15 from
about $21 in 2019. The new assets should help further improve
opex/boe. According to EnQuest, in 2021, pro forma the acquisition,
opex/boe will be at about $14, compared with about $15 excluding
the new assets. S&P said, "We view this level as comparable with
similar-sized peers, such as Ithaca (about $15) and Tullow (about
$12). Looking ahead, we assume that operating costs will not
increase materially, because cost reduction in the existing
operations is sustainable (EnQuest stopped production at higher
cost assets). That said, we do not rule out that some cost
reduction measures might be temporary, leading to higher opex/boe
in the future."

Growth prospects in the medium term will be the key consideration
for future rating evolution. S&P said, "To preserve cash, EnQuest
significantly reduced its capital expenditure (capex) in 2020, and
we do not expect material uptick in 2021-2022 while the company
focuses on debt reduction. Although this supports free cash flow in
the near term, low capex might weigh on the production and reserve
replacement over the medium term. Ultimately, we believe the
company will have to increase capex to maintain scale (both
production and reserves), which might limit credit metrics upside."
EnQuest will also continue to pursue acquisitions, as it has done
historically. This introduces some uncertainty regarding future
scale and leverage, although this does not affect the rating at
present.

The stable outlook indicates that EnQuest will continue to reduce
its debt using strong free cash flow, building the headroom under
the rating over time.

S&P said, "Given our Brent oil price assumption of $65/bbl for the
rest of 2021, we expect S&P Global Ratings-adjusted EBITDA of $825
million-$875 million in 2021, pro forma the Golden Eagle
acquisition. We anticipate that this will result in FFO to debt of
20%-23% and debt to EBITDA of 3.8x-4.1x in 2021, pro forma the
Golden Eagle acquisition."

Upside scenario

S&P said, "We could upgrade EnQuest if it continues to reduce debt
and strengthen its business, such that FFO to debt is comfortably
above 20% and debt to EBITDA is 3.5x and below. For an upgrade,
EnQuest would need to demonstrate absolute debt reduction using
FOCF, and capacity to at least maintain its current production
volumes over medium term. In addition, we would have to see the
company's liquidity position strengthening, with the company having
fewer debt amortizations that need to be covered by
oil-price-sensitive FOCF."

Downside scenario

S&P said, "We could downgrade EnQuest if its liquidity was under
acute pressure, which could materialize if FOCF were not sufficient
to cover the scheduled debt amortization. Alternatively, we could
lower the rating if we believed the capital structure is
unsustainable. In this scenario, EnQuest's adjusted FFO to debt
would be materially below 12% and adjusted debt to EBITDA exceeded
5x without a short-term improvement. We may also lower the ratings
if market conditions indicate a high risk of a distressed
exchange."


ENTAIN PLC: S&P Rates New Term Loan B4 'BB', Affirms 'BB' ICR
-------------------------------------------------------------
S&P Global Ratings affirmed its issuer and issue credit ratings on
Entain PLC (formerly GVC Holdings PLC) at 'BB'. S&P is also
assigning its 'BB' issue ratings to the new proposed term loan B4
of EUR300 million, the $774 million term loan tranche, and the
GBP590 million revolving credit facility (RCF). The recovery rating
is '3'.

The stable outlook reflects that Entain has headroom at the current
rating level over the next 12 months, given S&P's forecast is now
for S&P Global Ratings-adjusted leverage to be comfortably below 4x
and FFO to debt comfortably above 20%. It also reflects its
market-leading positions, strong brands, and geographic and product
diversification, which combine to give it the operational stability
to generate free operating cash flows (FOCF) of more than GBP300
million in 2021.

Steep growth in Entain's online segment is driving S&P's upward
revision of its financial strength.

Entain performed well through 2020 as its online segment offset the
effects of retail store closures. The group's S&P Global
Ratings-adjusted EBITDA grew 16% to GBP695 million on a slight
revenue decline. This trend continued in first-half 2021 as Entain
announced 11% growth in its overall net gaming revenue (NGR). Its
online segment grew 28% while its retail stores remained shut for
most of that period (42% decline). S&P expects NGR growth for the
online segment to normalize in the second half as lockdown measures
end in various geographies.

The online segment's operational leverage came to the fore in 2020.
Its underlying EBITDA (as defined by the group) leaped 50% from
GBP534 million (2019) to GBP804 million, with a revenue increase of
26%. It onboarded its new online customers over the last 12 months
without any significant administrative or technology investment,
underpinning the robustness of its infrastructure. The group's 2020
adjusted credit metrics are solid (with debt to EBITDA of 2.8x and
FOCF to debt of 28%), albeit benefiting from one-off factors such
as a GBP200 million VAT refund, the absence of a dividend payout
(usually about GBP200 million), and a low acquisition spend.

S&P said, "We forecast Entain's online revenues to exceed GBP3
billion in 2021, with operating leverage contributing to the
segment's margin accretion. While entirely discretionary,
management is likely to maintain a marketing spend of about 20%-21%
of revenues, empowering the group to build its brand awareness and
attract new recreational customers. In our view, the benefits of
this will see Entain maintain debt to EBITDA of 3x-4x and FFO to
debt of 20%-30%. This is also driving our upward revision of
Entain's financial profile."

Entain has some rating headroom given the current improving
financial credit metrics The gaming sector has seen numerous
cross-border acquisitions over the last 12 months. Traditional
physical gaming operators drove some of these with their desire to
acquire online gaming operators' technology and experience so as to
exploit the expanding and lucrative U.S. online sports betting and
gaming market. These included Casear's acquisition of William Hill
and Bally Corp's bid for Gamesys. MGM International (Entain's 50%
joint venture partner in BetMGM) made a bid for Entain in early
2021, which it subsequently withdrew. Entain completed acquisitions
of about GBP400 million in first-half 2021, including Enlabs and
Bet.pt, to improve its geographic diversification and build a base
in countries where online sports betting is nascent. Entain has
shown an appetite for transformational acquisitions too, such as
its A$3.5 billion bid for Australia-based Tabcorp's Wagering and
Media segment, which the latter didn't accept. S&P believes that
Entain will pursue bolt-on and transformational acquisitions,
resulting in credit ratio volatility. In light of its business
strengths and track record of undertaking transformational
acquisitions, and subsequently deleveraging, our rating on Entain
has some rating headroom that could be absorbed through small and
midsize bolt on M&A opportunities or any earnings pressure from
U.K. regulatory reform.

The German regulatory impact is manageable. The receipt of online
betting and gaming licenses in Germany removes a significant
regulatory overhang for Entain. However, the license comes with
tighter conditions for operation, including banning casino table
games and setting monthly spending limits for customers, among
others. These changes are estimated to result in an EBITDA drop of
about GBP110 million on an annualized basis. Geographic
diversification will nullify this given strong growth in other
geographic markets, particularly in Latin America and the U.K. as
already witnessed in first-half 2021.

The regulatory review in U.K. could curb the online segment's
growth rate. The other significant upcoming change is the review of
the U.K's Gambling Act, 2005. The scale, impact, and disruption
arising from the review remain uncertain, but could be significant
in the near term. Stricter regulations tend to benefit larger
players in the long term because they have the scale, resources,
technology, and liquidity to implement changes during the
transition phase. S&P currently assumes the financial impact of any
U.K. regulatory change will be felt in 2022. HMRC's investigation
relating to processing by former third-party suppliers to Entain in
Turkey poses an additional challenge. The group disposed of its
Turkish business in December 2017. HMRC's investigation is into
"potential corporate offending" and exposes the overall group to
financial and reputational risks.

In addition to previous efforts, Entain have taken additional steps
over the last two years as part of its responsible gaming measures.
These include:

-- A commitment to generate 100% of its 2023 revenues from
nationally regulated and regulating markets;

-- An Advanced Responsibility and Care (ARC) program to lead the
industry in player protection through research, analysis, and
technology;

-- To contribute about 1% of gross gaming revenue to problem
gambling research by 2022; and

-- Introduce responsible betting and gaming metrics into the
management team's annual bonus target.

Entain's debt raising is opportunistic and takes advantage of the
favorable credit environment to reduce its interest rates on some
of its existing debt, as well as extend its debt maturity profile.
Key changes in Entain's debt structure are:

-- Proposed issuance of a new EUR300 million term loan B4, due
March 2028, to be issued by Entain Holding (Gibraltar) Limited.

-- Proposed refinancing (including cashless rollover) of the
existing $786 million term loan B3 into a new $774 million term
loan B, maturing March 29, 2027.

-- New five-year GBP590 million RCF due July 2026, with increased
flexibility to raise an additional incremental facility and higher
leverage covenant levels to provide more headroom.

-- Entain plans to use the funds for general corporate purposes,
including a contingent consideration relating to the Crystalbet
acquisition.

The U.S market represents a significant growth opportunity but will
be highly competitive. BetMGM estimates the North American total
long-term addressable market will be worth about $32 billion.
BetMGM aims to achieve about 20%-25% market share. As such, the
joint venture partners have committed to invest $450 million equity
in addition to the $210 million already invested. The joint venture
is unlikely to generate any EBITDA in the next two years because of
the marketing and customer acquisition costs required to build
scale and market position. While BetMGM will benefit from MGM's
superior brand recall value, peers such as DraftKings and FanDuel
are in a solid competitive position, in S&P's view, through their
fantasy sport affiliation and years of previously sunk marketing
spend and low customer acquisition costs. However, there are signs
that BetMGM is strengthening its position, particularly in New
Jersey, Colorado, and Michigan. Entain accounts its interest in
BetMGM under the equity method, and therefore the revenue is not
reflected within its consolidated group accounts. Currently, S&P
does not include the losses from this joint venture in its S&P
Global Ratings-adjusted EBITDA definition.

S&P said, "Currently, we do not include the losses from this joint
venture in our S&P Global Ratings-adjusted EBITDA definition. We
note, however, that the equity contribution requirements to fund
the losses are an ongoing cash capital call, which, although
discretionary cash flow items, are likely to continue for the
foreseeable future. We factor this into our analysis of strength of
financial metrics.

"The stable outlook reflects Entain's headroom at the current
rating level over the next 12 months, given that our 2021 base case
forecast is now for S&P Global Ratings-adjusted leverage to be
comfortably below 4x and FFO to debt comfortably above 20%. It also
reflects its market-leading positions, strong brands, and
geographic and product diversification, all of which give it the
operational stability to generate FOCF of above GBP300 million in
2021."

S&P could lower the rating if:

-- The group's operations were significantly hit by regulatory
changes, including the U.K.'s review of the Gambling Act. This
could lead us, for example, to revise S&P's assessment of business
strength and sustainability within the range, or result in credit
metrics weaker than its base case over the next 24 months;

-- The group's credit metrics weakened on account of a material
debt-financed acquisition or shareholder return, for example if it
leverage increases much higher than 4.0x;

-- The group underperformed S&P's base case or maintained leverage
well outside its stated financial policy target range for a
prolonged period; or

-- HMRC's potential corporate offending investigation were to:

    --highlight material weakness in Entain's internal control and
governance measures;

    --result in material reputational damage;

    --impair the maintenance or awarding of licenses; or

    --progress to a formal prosecution or fines.

While S&P considers it less likely within the next 12 months, its
could raise the rating if:

-- The group were to take meaningful actions to reduce its
leverage to be in line with its long-term financial policy leverage
target of 1x-2x (which translates into S&P Global Ratings-adjusted
leverage of around 2.2x-3.2x). This would need to be accompanied by
evidence of adherence to this financial policy, with a track record
of maintaining metrics within the financial policy range;

-- Macroeconomic and regulatory stabilization gave S&P's greater
confidence in the group's trading performance and its ability to
deleverage organically, such that its debt to EBITDA reduces below
3.0x on a sustained basis while generating consistent significant
FOCF after leases providing the group material operating and
financial flexibility;

-- The group were to complete a transformational acquisition or
merger (without any corresponding deterioration in credit metrics)
resulting in a significant increase in scale, product, and
geographic diversity; and

-- The HMRC investigation did not result in any detrimental
outcomes for the group.


GREENSILL CAPITAL: Paid Ex-British PM US$1MM+ a Year as Adviser
---------------------------------------------------------------
Kanishka Singh at Reuters reports that collapsed finance group
Greensill Capital paid a salary of more than US$1 million a year to
former British Prime Minister David Cameron, the Financial Times
reported on July 12, citing people familiar with the matter.

According to Reuters, the newspaper said Mr. Cameron received the
salary for his part-time advisory role, which included an attempt
to secure government funds for the ailing company.

Mr. Cameron was contracted to work 25 days a year as an adviser to
the board and earned the equivalent of more than US$40,000 a day,
Reuters relays, citing the newspaper.



GREENSILL CAPITAL: White Oak Named Successful Bidder of Finacity
----------------------------------------------------------------
Jenny Wiggins at Australian Financial Review reports that the US
private equity group in talks with Sanjeev Gupta over refinancing
his Australian operations, White Oak Global Advisors, is moving
deeper into the trade credit business after snapping up one of
Greensill Capital's subsidiaries.

According to AFR, White Oak has been named the successful bidder of
Finacity, a US firm which helps companies raise cash by acquiring
their invoices.  The New York-based Greensill Capital Inc bought
the business from Finacity founder and chief executive Adrian Katz
in mid-2019, AFR recounts.

White Oak, which already provides some trade finance, said it had
previously tried to buy Finacity before it was sold to Greensill
Capital and saw it as "an attractive opportunity independent from
Greensill Capital's bankruptcy", AFR relates.

Mr. Gupta, who built his business on funding from Greensill Capital
before it collapsed in March, struck an agreement with White Oak in
May to secure US$430 million of funding for the Whyalla steelworks
and Tahmoor Coal in NSW that would allow it to pay off its debts in
full, AFR recounts.

It is understood that talks are expected to continue for several
weeks, AFR notes.

Mr. Katz wanted to buy back Finacity from Greensill Capital Inc
after it filed for Chapter 11 bankruptcy, offering US$24 million,
including US$3 million cash, to release liabilities related to
earn-out payments, AFR states.

But White Oak has been named the successful bidder, AFR relays,
citing filings with the US bankruptcy court.

A hearing on the sale has been scheduled for July 28, but a
creditors' committee has indicated that it may object to the sale,
according to court filings, AFR discloses.


NMC HEALTH: Abu Dhabi Judge Refers DIB Dispute to Arbitration
-------------------------------------------------------------
Davide Barbuscia at Reuters reports that an Abu Dhabi judge
referred to arbitration a dispute between NMC and Dubai Islamic
Bank and ordered the firm to pay most of the legal costs incurred
by the lender, in a case that impacts creditor recoveries in NMC's
multi-billion restructuring.

NMC, the largest private healthcare provider in the United Arab
Emirates (UAE), ran into trouble last year after the disclosure of
more than $4 billion in hidden debt, Reuters recounts.

Its UAE operating businesses were placed into administration in the
courts of Abu Dhabi's international financial centre ADGM, Reuters
discloses.  Ownership is set to soon move to the creditors, Reuters
notes.

But the outcome of legal action launched by administrators Alvarez
& Marsal in an ADGM court against one of NMC's creditors, Dubai
Islamic Bank (DIB), has left the healthcare company out of pocket
and set the stage for more legal action, according to Reuters.

The transcript showed DIB's legal costs amounted to US$1.2 million,
Reuters states.

The judge ordered that NMC's dispute of the validity and nature of
DIB's securities received from the company be referred to
arbitration in London, effectively staying NMC's main claim in the
Abu Dhabi proceedings, Reuters relates.

DIB, which did not immediately respond to a request for comment,
had lent around US$400 million to NMC using collateral known as
insurance receivables, which relate to payments by insurance
companies for medical treatment, Reuters says.

It sought rights over those securities in cases filed in
neighbouring Dubai, while Alvarez & Marsal wanted to include them
in NMC's administration process, regulated by ADGM, according to
Reuters.


PLANET-U ENERGY: Enters Administration, 34 Jobs Affected
--------------------------------------------------------
Stephen Farrell at Insider Media reports that jobs have been lost
at Planet-U Energy Ltd, a Yorkshire energy brokerage, which has
ceased trading and called in administrators.

Howard Smith and Rick Harrison from Interpath Advisory were
appointed as joint administrators of the company on July 2, Insider
Media relates.

The business was impacted by the Covid-19 pandemic, with the
general environment of uncertainty resulting in fewer corporate
clients seeking to switch energy suppliers and reduced energy usage
due to closed premises, Insider Media discloses.  This, coupled
with other trading difficulties, resulted in the company's director
taking the difficult decision to call in administrators, Insider
Media notes.

Prior to the appointment of the joint administrators, Planet-U
employed 34 members of staff, Insider Media states.  Shortly after
the appointment, all employees were made redundant and the company
ceased trading, according to Insider Media.

"Our strategy as administrators will be to focus on the realisation
of the company's assets which include a freehold property, as well
as office equipment and fixtures and fittings," Insider Media
quotes Howard Smith, managing director at Interpath Advisory, as
saying.


PROVIDENT FINANCIAL: FCA Concerned Over CCD Scheme of Arrangement
-----------------------------------------------------------------
Sonia Rach at FTAdviser reports that the Financial Conduct
Authority has written again to Provident Financial regarding its
consumer credit division (CCD) scheme of arrangement, stating it
was "inconsistent" with its rules.

The regulator published its second letter to Provident on July 14
which outlined its concerns that consumers are being offered
significantly less than the full amount of redress they are owed,
FTAdviser relates.

According to FTAdviser, in the letter it said: "The FCA has
assessed the scheme by reference to the FCA's statutory objectives
and has concluded that the scheme is inconsistent with the FCA's
rules, principles and objectives.

"Therefore, the FCA does not support the scheme and has summarised
the serious concerns it has regarding the scheme in this letter."

However, the regulator decided not to appear in court to oppose the
sanction of the scheme as a matter of company law, FTAdviser
states.

"The FCA's assessment of the scheme against its statutory
objectives is a distinct, and necessarily broader, assessment than
whether the court will sanction the scheme as a matter of company
law," FTAdviser quotes the regulator as saying.

"In this case, the only likely alternative to a scheme is the
insolvency of Provident Personal Credit Limited.  We understand
that in an insolvency scenario, without a scheme, consumers are
likely to receive no redress," is added.

This follows the first letter in April when the FCA stated it
wouldn't support the scheme of arrangement.

In March, when the FCA first began investigating Provident, the
firm, as cited by FTAdviser, said: "If the scheme is not approved,
it is likely that CCD will be placed into administration or
liquidation.  If this were to happen, CCD customers would not be
expected to receive any redress payment."

In an update by Provident on July 14, the firm said it has "engaged
constructively" with the FCA prior to and since the market was
notified of the intention to launch the scheme for CCD on March 15,
2021, FTAdviser notes.

It said the scheme was being proposed in response to the "rising
cost of customer complaints in CCD for historic lending as a result
of industry dynamics" which have changed the operating environment
for CCD, FTAdviser relays.


PUNCH PUBS: Fitch Assigns Final 'B-' LT IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned UK Punch Pubs Group Limited (Punch) a
final Long-Term Issuer Default Rating (IDR) of 'B-' with a Stable
Outlook. Fitch has also assigned Punch Finance plc's issued GBP600
million bond a final senior secured rating of 'B+'.

The IDR is constrained by a post-refinancing high funds from
operations (FFO) lease-adjusted gross leverage around 7.5x in
financial year to mid-August 2022 (FY22) although a strong free
cash flow (FCF) capacity enables the group to re-invest in pub
conversions and increase EBITDA.

The rating also reflects Punch's wet-led suburban, town-and
village-weighted UK pub portfolio, with a new debt structure. Since
easing of lockdown restrictions in mid-April (outdoor) and mid-May
2021 (indoor), drink volumes have quickly bounced back above
Punch's pre-pandemic levels. The portfolio is diverse
geographically and the group's EBITDA by outlet in FY22 is equally
split between leased & tenanted (L&T) and managed partnerships
(MPs).

KEY RATING DRIVERS

Bounce Back in Volumes: As seen in summer 2020, post-lockdown and
upon the re-opening of pubs, their drink and food volumes have
swiftly recovered, despite curfews or other operational
restrictions. Since mid-April 2021 Punch's opened managed pubs with
outdoors capacity averaged 109% sales of 2019 levels and since
mid-May, with trading allowed indoors, 110%. Punch is yet to return
to full profits due to extra, including (re)start-up, costs but as
most of the cost base is variable, cash generation and subsequent
working-capital inflow are expected to be large and rapid. For its
L&Ts, publicans' payments of rents to Punch have been maintained.

Conducive Portfolio Mix: Punch's 1,235 UK pub portfolio is
primarily wet-led with some having 'value food' offerings rather
than the 'premium food' by peers. Its suburban, town and village
categorisations (92% weighting) are conducive to the immediate
pandemic environment of avoiding city centres and a focus on
suburban WFH. The city-centre pubs/night clubs of Stonegate and
Weatherspoon have suffered from workers not yet returning to cities
for work or play.

Operating Models' EBITDA/Pub: Punch's managed pubs have yet to
reach peers' pre-pandemic EBITDA of around GBP200,000 per pub -
although within the latest conversions of L&Ts into MPs management
targets a comparable range by expanding capacity and including more
food content. Punch's existing L&T portfolio achieves a comparable
GBP65,000-GBP70,000 EBITDA/pub - in the same range as Enterprise
Inn's large L&T portfolio (now part of Stonegate) but lower than
others (Greene King for example). Within the L&T operating model,
publicans' rent to Punch (as landlord) is 35% of this EBITDA/pub.

Planned Growth with MP Conversions: By investing in more capacity,
expanding kitchens for food offerings and better amenities than
local competition, EBITDA/pub increases with a three-to four-year
payback of Punch's share of capex.

During FY18-FY20, GBP42.7 million of capex on 117 conversions
(average GBP350,000/pub) have taken place. Some of the increased
EBITDA is captured in latest 12 months (LTM) to January 2020 EBITDA
but its full annualised effect should only be visible in FY22 when
operating conditions normalise. A further 178 conversions during
FY21-FY25 requiring capex of GBP37.5 million is expected by
management to yield an GBP15 million EBITDA increase. This capex is
funded through cashflow and planned disposal proceeds.

Different MP Model: Punch's MPs are different to peers' since they
and planned conversions have local staff employed by a
self-employed manager, who retains a 25% cut of pub revenue.
Consequently, Punch's central overheads are lower. Although MPs
continue to source drinks from Punch, they are independent rather
than branded. This more variable cost structure results in MP
profits flowing to Punch to remunerate its capital employed
historically or for recent conversion capex.

Significant Government Covid-19 Support: Since March 2020, L&T
publicans have received significant cash grants during periods of
closure, furloughed staff, and received rates relief. Many pubs
have used this period of forced closures to refurbish and improve
facilities. Although Punch provided some rent concessions to its
L&T tenants, some rent was paid (many are now current), Punch
reports that business failures were low, and its L&T publicans are
likely to have significant cash reserves to pay their contractual
L&T rent.

Highly Leveraged: After private equity owners' recent equity
injections totalling GBP31 million, and upon prepaying the whole
business securitisation financing and other debt with senior
secured issuance, Fitch forecasts FFO lease-adjusted gross leverage
at 7.6x in FY22 and 7.3x in FY24 (6.2x net). This leverage funds a
predominantly freehold-owned estate. Management has a lower
medium-term target of 6.0x lease-adjusted net debt /EBITDAR
(equivalent to Fitch's FFO lease-adjusted net leverage of 6.1x).

Disposals to Partly Fund Capex: Capex totalling GBP25 million-GBP30
million per year is partly mitigated by management-expected
disposals of GBP15 million per year (including surplus land,
conversions to residential and units on-sold as pubs). Post-capex,
pre-disposals, and in the absence of dividends, FCF rises GBP10
million-GBP15 million a year by FY23. This highlights Punch's
capacity to invest in pub conversions to maintain and improve
profits.

DERIVATION SUMMARY

As there is no Fitch navigator framework for UK pubs, Fitch rates
Punch under its global restaurants navigator framework, taking its
predominantly wet-led operations into account, and a significantly
higher proportion of freehold property ownership, which affects
leverage.

Compared with 'B' rating category peers in Fitch's EMEA credit
opinion portfolio, as the sixth-largest pub company in the UK by
number of pubs, the group commands some supplier discounts. Punch
is not facing the same severity of challenges seen at casual-dining
peers in the UK. Punch's higher leverage is partially mitigated by
marginally stronger fixed charge coverage (around 2x) and better
financial and operational flexibility given its freehold property,
and greater FCF flexibility than peers'.

The potential for recovery in volumes and profits is more immediate
for this localised service than hotels that rely on international
travel and holidays.

Compared with Stonegate Pub Company Limited (B-/Negative) with
around 4,300 pubs, Punch's 1,235 portfolio is smaller. Although
Punch's EBITDA/pub in L&T is comparable with Stonegate's 2020
Enterprise Inn-acquired L&T portfolio's, Punch's managed portfolio
yields lower profits than Stonegate's, reflecting the size of the
average unit and drink sales per pub. Both companies are mainly
wet-led. Punch's portfolio is less town centre-based than Stonegate
whose city and late-night formats have had for some time restricted
operational conditions, eroding their high EBITDA/pub. Although
Stonegate has also received a modest equity injection, its rating
is constrained by its weak pre-reopening liquidity position and
increased near-term leverage.

Both companies' underlying strategy is to convert under-utilised
L&T pubs within their respective portfolios by injecting new
management and capex to increase EBITDA/pub capacity. Punch already
has the liquidity to continue to pursue this strategy, whereas
Stonegate needs post-pandemic profits to create operational
cashflow for planned profit growth.

KEY ASSUMPTIONS

-- EBITDA improving towards GBP80 million in FY22. This reflects
    LTM to end-January 2020 including annualised EBITDA from pub
    conversions that already had capex incurred on them but is yet
    to reflect the full-year contribution due to lockdowns,
    disposals and acquisitions since. The EBITDA includes a
    deduction of GBP9 million of operating lease rents;

-- Capex (maintenance and for conversions) of around GBP30
    million in FY22 and FY23;

-- Neutral working-capital cash flows;

-- No dividends;

-- Disposals of GBP10 million per annum from FY22.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Punch would be liquidated in
bankruptcy rather than re-organised as a going concern. Fitch has
assumed a 10% administrative claim. The liquidation estimate
reflects Fitch's view of the value of pledged collateral that can
be realised in a sale or liquidation conducted during a bankruptcy
or insolvency proceedings and distributed to creditors.

Fitch used only the freehold and long leasehold pubs, and freehold
head office, valuations within an updated May 2021 third-party
valuation. These valuations are based on the fair maintainable
trade (FMT or profitability) of the pubs using 8x-12x multiples.
Punch has had a record of selling pubs and portfolio assets at, or
above, book value.

Fitch applied a standard 25% discount (75% advance rate) to the
updated valuations, replicating a distressed group having an around
20% reduction in EBITDA (replicating the FMT component of the
valuation). Punch's super-senior GBP70 million revolving credit
facility (RCF) is assumed to be fully drawn on default.

Our waterfall analysis generates a ranked recovery for the senior
secured bond in the 'RR2' category, leading to a 'B+' instrument
rating. This results in a waterfall generated recovery computation
(WGRC) output percentage of 80% based on current metrics and
assumptions.

RATING SENSITIVITIES

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

-- FFO gross lease-adjusted leverage below 6.0x (net lease
    adjusted leverage below 5.5x);

-- FFO fixed charge coverage above 2.5x;

-- FCF margin at 2% to 5%.

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

-- Unable to demonstrate deleveraging so that FFO gross lease
    adjusted leverage remains above 7.5x beyond FY23;

-- FFO fixed charge coverage trending towards 1.5x;

-- Negative FCF margin;

-- Weakened liquidity including significant drawdown of the RCF.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Liquidity to Fund Conversion Capex: Including GBP31 million of
private-equity owner cash injections in FY20 and FY21, and the use
of bond proceeds to repay existing debt and costs, pro-forma cash
is expected to be around GBP20 million, plus a proposed GBP70
million RCF (undrawn). Following the GBP600 million bond issue,
Punch has no debt maturities until 2026.

Liquidity for Another Lockdown: Although not Fitch's central case,
for the 'B-' rating the agency ran a scenario of another
three-month lockdown (October 2021-January 2022). Using the
representative cash burn post-FCF (including acquisitions,
disposals and capex activity) in the periods of February-May 2020
and December 2020-March 2021, Fitch calculates an updated cash burn
at GBP10 million-GBP12 million per quarter including the GBP600
million bond interest expense. This low cash burn reflects the low
level of central staff costs, given its L&T and MP operating
models. Fitch believes that Punch would have sufficient liquidity,
with its pro-forma post-bond cash of GBP20 million alongside its
GBP70 million RCF (undrawn at closing).

ISSUER PROFILE

Punch owns 988 L&T and owns and operates 247 MP pubs across the
UK.

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.


[*] UK: Number of NE, Yorkshire Corporate Insolvencies Down in 1H
-----------------------------------------------------------------
Storm Rannard at Insider Media reports that the number of corporate
insolvencies across Yorkshire and the North East of England almost
halved during the first six months of 2021, according to new
research.

According to Insider Media, analysis of notices in The Gazette by
Interpath Advisory said government Covid-19 support measures and a
supportive lending community continued to help businesses trade
their way through the pandemic.

A total of 44 Yorkshire and North East-based companies fell into
administration from January to June 2021 -- down from 79 in the
first half of 2020 and 98 in the first six months of 2019, Insider
Media discloses.

Nationally, 301 companies fell into administration or receivership
from January to June 2021 -- down from 655 in 2020, Insider Media
relates.





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

Troubled Company Reporter-Europe is a daily newsletter co-
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
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