/raid1/www/Hosts/bankrupt/TCREUR_Public/210722.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 22, 2021, Vol. 22, No. 140

                           Headlines



B E L G I U M

IDEAL STANDARD: Moody's Gives B3 CFR & Rates New EUR350MM Notes B3
IDEAL STANDARD: S&P Assigns Preliminary 'B-' ICR, Outlook Stable


F R A N C E

MARNIX FRENCH: Moody's Affirms B2 CFR, Outlook Stable
SILICA SAS: Moody's Assigns First Time B2 Corporate Family Rating
SILICA SAS: S&P Assigns Preliminary 'B' ICR, Outlook Stable


G R E E C E

PANCRETA BANK: Moody's Affirms 'Caa2' Long Term Deposit Ratings


I R E L A N D

AVOCA CLO XI: Moody's Affirms B1 Rating on EUR15.8MM Cl. F-R Notes
BLACKROCK EUROPEAN XI: Moody's Assigns (P)B3 Rating to Cl. F Notes
BLUEMOUNTAIN FUJI IV: Moody's Assigns (P)B3 Rating to Cl. F Notes
BLUEMOUNTAIN FUJI IV: S&P Assigns Prelim B- (sf) Rating to F Notes
CAIRN CLO VI: Moody's Affirms Ba2 Rating on EUR24MM Cl. E-R Notes

GOLDENTREE LOAN 4: Moody's Assigns B3 Rating to EUR10.3MM F Notes
JAMESTOWN 2021-1: S&P Assigns Prelim B- (sf) Rating to G Notes
MALLINCKRODT PLC: Bankruptcy Dispute to be Aired in Irish Court
NORTH WESTERLY V: Fitch Assigns B-(EXP) Rating to F-R Tranche
SEGOVIA EURO 6-2019: Fitch Affirms 'B-sf' Rating on Class F Notes

SEGOVIA EUROPEAN 6-2019: Moody's Hikes EUR8MM F Notes Rating to B2
VENDOME FUNDING 2020-1: Fitch Rates F-R Tranche Final 'B-sf'
VENDOME FUNDING 2020-1: S&P Assigns B-(sf) Rating to Cl. F-R Notes


I T A L Y

DIOCLE SPA: Moody's Affirms B2 CFR & Alters Outlook to Positive
MARATHON SPV: Moody's Ups EUR33.70M Class B Notes Rating to Ba2(sf)


N E T H E R L A N D S

BELL GROUP: Extraordinary Resolutions Passed


R U S S I A

BANK SOYUZ: S&P Affirms 'B+/B' ICRs, Outlook Stable
RUSSNEFT PJSC: Fitch Affirms Then Withdraws 'CC' IDR


T U R K E Y

ZORLU YENILENEBILIR: Fitch Corrects June 1 Ratings Release


U N I T E D   K I N G D O M

ADEO CONSTRUCTION: Sold Out of Administration
EAGLE MIDCO: EUR275MM Term Loan Add-on No Impact on Moody's B3 CFR
EUROSAIL 2006-3: Fitch Affirms B Rating on Class E1c Notes
GREENSILL CAPITAL: Cameron Showed Lack of Judgment, Says Report
ITHACA ENERGY: Fitch Affirms 'B' LT IDR, Outlook Stable

ITHACA ENERGY: Moody's Affirms B1 CFR & Rates New $625MM Notes B3
JTF MEGA: Enters Administration After Sale Attempt Fails
MCLAREN HOLDINGS: Moody's Hikes CFR to Caa1, Outlook Now Stable
S4 CAPITAL: Moody's Assigns First-Time Ba3 Corporate Family Rating
SEADRILL LTD: Assets Attract Potential Buyers


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B E L G I U M
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IDEAL STANDARD: Moody's Gives B3 CFR & Rates New EUR350MM Notes B3
------------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and a B3-PD probability of default rating to Ideal Standard
International S.A. Concurrently, Moody's has assigned a B3
instrument rating to the new EUR350 million guaranteed senior
secured notes due in 2026 and to be issued by Ideal Standard. The
outlook on the ratings is negative.

The proceeds from the new notes will be used to fund a shareholder
distribution of EUR272 million, refinance EUR65 million of existing
Bulgarian syndicated loan and cover associated transaction fees and
expenses.

RATINGS RATIONALE

Ideal Standard's B3 CFR reflects the company's strong positions in
the sanitaryware and fittings market in Europe and the Middle East
and North Africa (MENA); broad product offering within its core
segments with a number of well-established brands; long-term
relationships with its largest customers; and some geographical and
end-market diversification. The rating is also supported by the
company's significant cost-saving initiatives achieved over the
last few years, including the transfer of its manufacturing
facilities to lower-cost locations; and the continued focus on
improving the company's operations that should support further
margin improvements. Finally the rating reflects the liquidity
cushion, which Moody's views as adequate, supported by a solid
level of cash on balance sheet as of March 2021.

At the same time the rating takes into account the high pro forma
leverage of around 10.0x as of March 2021; the aggressive financial
policy evidenced by the proposed debt-funded dividend payment; the
limited track record of achieving sustained earning growth and a
history of negative free cash flow (FCF) generation; and the
exposure to raw material price and foreign exchange rate
volatility, which poses risks to earnings stability. The rating
also reflects the adverse effect of the coronavirus pandemic in
2020; the short-term headwinds from inflationary pressure and some
supply shortages; the execution risks associated with the company's
cost saving initiatives; the competitive and mature European
bathroom and sanitaryware market which limits growth opportunities;
and the high degree of customer concentration.

ESG CONSIDERATIONS

Governance risks mainly relate to the company's private-equity
ownership, which tends to tolerate a higher level of leverage and
risks. Moody's consider Ideal Standard's financial policy to be
very aggressive given the size of the debt-funded dividend after a
year of material revenue and profitability decline driven by the
pandemic. While a large proportion of its transformational
initiatives have been completed, the company is still in the
restructuring phase, which will require relatively material
investments over the next 18 months. The additional interest costs
will further strain the company's ability to generate FCF.

LIQUIDITY

Ideal Standard's liquidity is adequate, largely supported by its
solid cash on balance sheet of EUR90 million as of March 2021.
However the liquidity position will likely weaken in 2021, given
the expected negative FCF, partially driven by restructuring costs
and higher working capital release, to support the company's sales
growth. Besides the cash availability, the company will have access
to an undrawn revolving credit facility (RCF) of EUR15 million. The
RCF contains one springing senior secured net leverage covenant set
at 7.0x and tested only when the RCF is drawn by more than 40%. The
company benefits from several factoring lines, which are expected
to be renewed to support intra-year fluctuations. The company will
have no major debt maturing until 2026.

STRUCTURAL CONSIDERATIONS

The B3 rating on the senior secured notes reflects the fact that
they represent the majority of the debt in the capital structure
given the size of the super senior RCF, MENA and Bulgarian
facilities, which are not sufficiently large to allow any notching.
The MENA and Bulgarian facilities rank senior to the notes and
super senior RCF. Both the notes and the super senior RCF share the
same security and guarantees but the notes rank junior to the RCF
upon enforcement under the provisions of the intercreditor
agreement. Security includes pledges over share pledges, bank
accounts, intercompany receivables, and intellectual property.
Material subsidiaries, which guarantee the notes, represent at
least 80% of the group's consolidated EBITDA. The company's B3-PD
PDR is aligned with the CFR, reflecting the use of a 50% family
recovery rate, as is typical for transactions that include both
bonds and bank debt. Moody's also notes the presence of EUR1.76
billion of PECs and around EUR1.2 billion of SHLs as of December
2020 entering the restricted group, which have been treated as
equity.

RATING OUTLOOK

Ideal Standard is weakly positioned in the B3 rating category. The
negative rating outlook reflects the risks that Moody's adjusted
leverage will remain above the 6.5x maximum leverage tolerance for
the B3 rating category over the next 12 to 18 months. Moody's also
expects FCF to be negative in 2021 and to break even in 2022, which
would limit any liquidity improvement that would be essential in
mitigating the highly-leveraged capital structure. There is limited
headroom for any deviation from Moody's current expectations. A
material deterioration of the liquidity profile, or the failure by
the company to swiftly reduce its leverage, will strain its
rating.

The outlook could however be stabilised if the company demonstrates
a clear deleveraging path to 6.5x, with a Moody's adjusted
EBIT/interest above 1.0x and the maintenance of an adequate
liquidity profile supported by a turnaround of FCF to positive
levels over the next 12 to 18 months.

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

An upgrade is unlikely in the short term, given the weak rating
position of Ideal Standard at the closing of the transaction. Over
time, the ratings could be upgraded if the company demonstrates a
track record of positive FCF, revenue and earnings growth; Moody's
adjusted debt/EBITDA reduces to below 5.0x on a sustained basis;
and the liquidity profile is adequate.

Ideal standard's ratings could be downgraded if the company fails
to achieve sustained revenue and earnings growth; Moody's adjusted
debt/EBITDA remains above 6.5x on a sustained basis; FCF remains
negative or the liquidity deteriorates with no signs of
improvements.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in Belgium, Ideal Standard is a manufacturer of
sanitaryware and fittings products in Europe and MENA. The company
operates under branded names including Ideal Standard, Jado,
Porcher, Armitage Shanks, Ceramica Dolomite and Vidima. The company
has 10 manufacturing plants in Europe and Egypt. It provides its
products to both the residential and commercial markets. In 2020
Ideal Standard employed around 8000 staff and generated EUR621
million revenues. Since 2018 the company is majority owned by
Anchorage Capital Group with 80% of shares and CVC Partners with
the remaining 20%.

IDEAL STANDARD: S&P Assigns Preliminary 'B-' ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' long-term issuer
credit and issue ratings to Belgium-headquartered bath ware and
fittings manufacturer Ideal Standard International S.A. and the
EUR350 million senior secured notes. The proposed EUR15 million
super senior RCF is not rated at the issuer's request.

The stable outlook on Ideal Standard reflects its view that the
company will report continued EBITDA growth, underpinned by modest
organic growth and transformation programs, leading to gradual
deleveraging.

The ratings reflect Ideal Standard's moderate size with limited
growth prospects.The company has a narrow focus on bath ware and
fittings-related products and limited geographical diversification.
Ideal Standard has high exposure to Europe, with the U.K.
contributing 23% of 2020 revenue, followed by Italy (12%), France
(12%), and Germany (18%). As a result, the company is moderate in
size compared with rated peers such as
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@6b61c7fa
(A+/Stable/--),
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@25e12917
(B+/Positive/--), and
com.spglobal.ratings.services.article.services.news.xsd.MarkedData@416937ad
(B-/Stable/--). Although Ideal Standard has relatively good
positions as the No. 1 or 2 ceramics or ceramics and fittings
producer in key end markets such as the U.K., Italy, and
Egypt--which represented less than 50% of revenue in 2020--bath
ware and fittings markets are very fragmented. In 2020, the
top-five players contributed less than 50% of total market share by
volume, both in Europe, as well as in the Middle East and North
Africa (MENA), indicating intense market competition. That said,
the company has a good track record of relatively stable and
increasing gross margins, backed by a successful pricing strategy
and the passing through to customers of higher costs related to
inflation and increases in raw material prices. Nevertheless, the
bath ware and fittings markets are mature and mostly rely on
housing repair, maintenance, and improvements (RMI). Although the
RMI market, which contributes 80% of Ideal Standard's revenue, is
more stable than the new build market, growth potential is limited,
particularly in Europe. The European ceramics and fittings markets
are projected to expand 2% in volume terms from 2020-2024, with
MENA markets projected to expand about 6%.

Ideal Standard has taken several concrete steps to improve
profitability and reduce leverage. Historically, the company's
profitability was below average compared with that of rated peers
within the building materials sector, with an S&P Global
Ratings-adjusted EBITDA margin of 3%-8% in 2018-2020. This was
mainly due to higher manufacturing costs, an inefficient product
mix, and high restructuring expenses. Since 2017, management has
focused on key transformation initiatives to drive an operational
turnaround. Cost-saving initiatives led to an about EUR75.0 million
EBITDA enhancement in 2018-2020. These programs include migrating
the manufacturing footprint to low-cost countries, supply chain and
procurement optimization, and other productivity enhancements.
Management will continue with its transformation programs and
deliver further savings. It has realized a significant portion of
the expected savings under the plan, and we anticipate it is on
track to hit its target. This should improve the S&P Global
Ratings-adjusted EBITDA margin to 10%-11% in 2021-2022, from 8% in
2020. As a result, S&P anticipates leverage will reduce gradually
to about 6.5x by 2022 from about 7.0x expected at transaction
close.

Ideal Standard's high debt underpins our highly leveraged financial
risk assessment. The company intends to issue a EUR15 million super
senior RCF and EUR350 million of senior secured notes in
second-half 2021. S&P said, "We expect about EUR272 million of
proceeds to redeem or repay shareholder indebtedness, with the
remainder to refinance the EUR65 million syndicated loan issued in
2020. At year-end 2020, the capital structure consisted of
preferred equity certificates (PECs) series 2-6 totaling EUR1.76
billion, an interest-bearing loan from the parent of EUR1.04
billion, a second interest-bearing loan from the parent
(subordinated) of EUR172 million, a syndicated loan of EUR65
million, Bulgarian credit linked to assets and leasebacks of EUR10
million, a factoring facility of EUR15 million, and a MENA facility
of EUR13 million. We consider the PECs series 2-6 and the two
shareholder loans mostly held by entities managed by Anchorage
Capital and CVC Credit Partners as qualifying for equity treatment
under our methodology, in light of the expected coupon rate, the
equity-stapling clause, no required fixed cash interest payment,
and highly subordinated and default-free features. In contrast, the
recourse and nonrecourse factoring and MENA facilities should
remain in the capital structure after the proposed issuance. Taking
this all into consideration, we forecast Ideal Standard's S&P
Global Ratings-adjusted debt will be about EUR530 million, leading
us to expect debt to EBITDA of about 7.2x in 2021. Our debt
adjustments include about EUR95 million in pension liabilities,
about EUR46 million in future operating lease obligations, and a
minimal asset-retirement obligation debt adjustment. We also factor
in the company's private-equity ownership and potentially
aggressive financial strategy. Therefore, we do not net cash
balances from our adjusted debt calculation. We expect the company
to generate negative reported free operating cash flow (FOCF),
given its high capital expenditure (capex) and working capital
requirements in 2021. A portion of 2021 capex relates to the
company's transformation programs, and is to decline once the
programs are completed. Whereas the higher working capital is
linked to the rebound in operating activities. We forecast negative
adjusted FOCF of EUR10 million-EUR15 million in 2021, before
improving to positive EUR10 million-EUR15 million due to lower
capex and working capital requirements."

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all final documentation and final terms of
the transaction.The preliminary ratings should therefore not be
construed as evidence of the final ratings. If we do not receive
the final documentation, including audited financial statements,
within a reasonable time, or if the final documentation and final
terms of the transaction depart from the materials and terms we
have reviewed, we reserve the right to withdraw or revise the
ratings. Potential changes include, but are not limited to, changes
in the utilization of the proceeds; the maturity, size, and
conditions of the facilities; financial and other covenants;
security; and ranking.

"The stable outlook on Ideal Standard reflects our view that the
company will report continued EBITDA growth, underpinned by modest
organic growth and transformation programs, leading to gradual
deleveraging.

"We could lower the ratings on Ideal Standard over the next 12
months if the pace of deleveraging is slower than expected and real
cash flow generation (after restructuring charges) is compromised.
This scenario could materialize in the case of a severe downturn
such that demand for the company's products drastically declines,
or due to higher-than-expected input prices and/or labor cost
inflation that cannot be passed on to customers, in addition to
failure to achieve anticipated cost savings. We could also lower
the ratings if the company pursues an aggressive financial
policy--for instance, using debt to fund additional distributions
or acquisitions--causing unsustainable leverage.

"We could raise our rating on Ideal Standard over the next 12
months if sustained organic growth and transformation programs
result in higher-than-expected earnings, such that adjusted
leverage improves sustainably to about 6.0x and the company
generates recurring positive FOCF. We would also need to see an
expanded EBITDA margin to the high end of the 9%-18% range, which
is an average profitability assessment for building materials
companies."




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F R A N C E
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MARNIX FRENCH: Moody's Affirms B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of Marnix French
TopCo SAS ("Webhelp" or "the company"), a leading player in
outsourced customer relationship management services in Europe.
Moody's has also affirmed the B2 instrument ratings of the existing
senior secured term loan B and revolving credit facility, borrowed
by Marnix SAS, a subsidiary of Marnix French TopCo SAS.

Concurrently, Moody's assigned B2 ratings to the proposed EUR285
million senior secured term loan B add-on to be issued by Marnix
SAS and the proposed $350 million senior secured term loan B add-on
to be issued by Webhelp US LLC. The outlook on all entities is
stable.

Proceeds from the issuance of the proposed term loan B (TLB)
add-ons will be used to (1) fund the acquisition of OneLink, a
leading provider of digitally-enabled customer relationship
management services in Latin America, (2) repay the current
drawings under the company's revolving credit facility (RCF) and
the debt of OneLink, and (3) pay the fees related to this
transaction. The acquisition is expected to close during 2021 after
customary approvals.

The rating affirmation with a stable outlook reflects Moody's
assessment that the increased leverage related to the acquisition
of OneLink is mitigated by an expected rapid deleveraging,
supported by Webhelp's strong trading performance and good growth
prospects, and the company's track record of successful acquisition
integration.

RATINGS RATIONALE

The rating affirmation follows Webhelp's announcement that it
intends to acquire OneLink through an incremental add-on of the
proposed EUR580 million equivalent on its existing TLB. Pro forma
the transaction, Webhelp will present a leverage (defined as gross
Debt/EBITDA with Moody's adjustments) of around 6.6x, a high level
for the rating category, compared to 5.3x as at year-end 2020.

However, Moody's expects Webhelp to deleverage within the next
12-18 months, supported by the continuation of a strong trading
performance. Webhelp benefits from solid growth prospects because
the COVID-19 pandemic has led to an accelerated digitalisation of
societies, which translates into increased demand for outsourced
customer engagement services in a number of industries, such as
technology, retail and e-commerce. Moody's expects the company's
leverage to trend towards 5.5x in the next 12-18 months supported
by continued double digit organic growth in terms of revenues and
EBITDA, as seen in 2020 and during Q1-2021. Also, the acquisition
of OneLink will translate into further customer, sector and
geographical diversification, which has already improved
significantly in the past five years. Nevertheless, the acquisition
of OneLink entails some execution risks as Webhelp has limited
experience in the Latam region. Also, OneLink's client portfolio
made of US and South American companies will translate into greater
exposure to foreign-exchange volatility for Webhelp.

The B2 CFR continues to reflect (1) Webhelp's leading position as
the largest CRM-BPO provider in Europe; (2) its portfolio of
long-standing blue-chip customers; (3) the continuous improvement
in geographic, customer and sector diversification, backed by the
successful integration of strategic acquisitions; (4) the positive
organic growth trajectory in both revenue and EBITDA supported by
the positive growth prospects for the CRM-BPO industry, and (5) its
good liquidity.

Conversely, the rating is constrained by (1) Webhelp's increase in
leverage pro forma the proposed acquisition; (2) some customer
concentration with top 10 clients accounting for 26% of revenue pro
forma the acquisition of OneLink; (3) the highly fragmented and
competitive nature of the outsourced customer management industry,
resulting in potential pressure on prices and margins; (4) the
company's strategy of complementing organic growth with debt-funded
M&A limiting the prospect of sustained de-leveraging (on a Moody's
adjusted gross leverage basis); and (5) Moody's expectations that
Webhelp will generate relatively moderate free cash flow (FCF),
albeit positive, in mid-single digits as a percentage of total
gross debt.

LIQUIDITY

Moody's considers that Webhelp benefits from a good liquidity
position, supported by cash balances of EUR115 million at the
closing of the transaction, positive FCF projected at between
EUR50-60 million per annum, and access to a EUR210 million
Revolving Credit Facility (RCF), which will have full availability
at the closing of the transaction. The company also utilizes
non-recourse factoring as well as customers own supply chain
reverse factoring programmes to manage its working capital needs.
Moody's takes into consideration factoring lines in the calculation
of the adjusted leverage. As of end-March 2021, the company's
reliance on non-recourse factoring was EUR119 million.

The RCF has one springing covenant (secured first lien net leverage
-- as calculated by the management) that is tested when the
facility is drawn by more than 40%. The first lien net leverage
covenant level is set at 9.8x.

STRUCTURAL CONSIDERATIONS

Marnix French TopCo SAS is the top entity of the restricted group.
The add-on TLB facilities to be raised by Marnix SAS and Webhelp US
LLC are rated B2, in line with the CFR and the existing Senior
Secured TLB and Senior Secured RCF, reflecting their pari passu
ranking and the absence of significant liabilities ranking ahead or
behind.

The facilities benefit from upstream guarantees from material
subsidiaries representing at least 80% of group consolidated EBITDA
(as defined in the Senior Facilities Agreement). The security
package consists mainly of share pledges, bank accounts and
intercompany receivables. Moody's typically views debt with this
type of security package to be akin to unsecured debt.

The B2-PD PDR is in line with the CFR based on an assumption of a
50% family recovery rate, as commonly used for capital structures
with first lien secured debt with springing financial maintenance
covenants.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Webhelp will
continue to sustain its current operating performance, leading to
Moody's adjusted leverage falling towards 5.5x in the next 12 to 18
months. The stable outlook does not assume further material
debt-funded acquisitions, or any shareholders distributions.

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

A rating upgrade is unlikely over Moody's 12-18 months' horizon
considering today's releveraging transaction. Over time, upward
pressure could occur if Webhelp reduces its Moody's-adjusted
leverage towards 4.5x on a sustained basis; the company preserves
its margins with continuous customer and sector diversification;
its FCF as a percentage of debt improves above mid-single digits in
percentage terms on a sustained basis; and the company maintains
good liquidity.

Negative ratings pressure could occur if (1) Moody's adjusted
leverage remains sustainably above 6.0x, as a result of deviations
from operating forecasts, further debt-funded acquisitions or
shareholders distributions, (2) if margins weaken and the liquidity
profile deteriorates, or (3) if the company is unsuccessful in
renewing its major customer contracts.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Founded in 2000 and headquartered in Paris, Webhelp is a leading
player in outsourced customer relationship management services in
Europe. It provides primarily inbound and outbound solution
services to its customers. It operates through more than 140 call
centers across both offshore, nearshore and onshore locations. The
company has a competitive positioning in its key markets (France,
Netherlands, Nordics and the UK) and a global footprint consisting
of approximately 80,000 people across 144 sites, 40 countries and
40 languages. In 2020, Webhelp generated revenue of EUR1.6 billion.

SILICA SAS: Moody's Assigns First Time B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has assigned a first-time B2 corporate
family rating and a B2-PD probability of default rating to Silica
S.A.S. (SGD Pharma or the company), the top entity of the
restricted group of SGD Pharma S.A.S., a French glass packaging
manufacturer for the pharmaceutical and beauty industries.
Concurrently, Moody's has assigned a B2 rating to the proposed
EUR500 million senior secured first-lien term loan due 2028 and to
the EUR90 million senior secured first-lien revolving credit
facility (RCF) due 2028 to be borrowed by Silica S.A.S. Moody's has
also assigned SGD Pharma a stable outlook.

Proceeds from the term loan B together with EUR340 million of
equity will support the acquisition of SGD Pharma by private equity
sponsor PAI and pay for transaction fees. Approximately EUR100
million of this equity will be down streamed to the restricted
group via a shareholders loan (SHL). Moody's assumes that this SHL
will qualify as equity under Moody's criteria, subject to a review
of the final documentation.

"The B2 rating reflects SGD Pharma's focused product offering in a
competitive industry, its exposure to fluctuating input prices and
currencies, the high opening leverage, limited free cash flow
generation due to increasing capital spending, some risk in
executing its growth plan, and a weaker than expected year-to-date
trading " says Donatella Maso, Moody's Vice President - Senior
Analyst, and lead analyst for SGD Pharma.

"At the same time, the rating reflects the company's robust market
positions in the glass pharma packaging industry that displays some
barriers to entry and positive fundamentals, a diversified customer
base and track record of historic growth above market rates in the
2017-2020 period", adds Ms Maso.

RATINGS RATIONALE

The B2 CFR assigned to SGD Pharma primarily reflects the company's
leading market position as one of the world largest glass packaging
manufacturers in its niche product categories with a focus on
high-margin glass containers with a well invested asset base. It
further reflects its geographic presence in both mature and faster
growing emerging markets and a diversified customer base with over
3,000 clients, with the ten largest accounting for 27% of 2020
revenues. The B2 rating is also supported by the positive
fundamentals of the underlying pharmaceutical industry, the high
switching costs, and barriers to entry for its from products, due
to the long validation processes and required regulatory approvals,
as well as material investments in know-how and industrial
footprint.

Conversely, the B2 rating is constrained by the company's focused
product offering in the glass packaging segment, and the
competitive nature of the pharma packaging market. It further
reflects the capital intensity of furnace maintenance and working
capital needs which will continue to absorb the majority of the
cash flow going forward, and the execution risk associated with its
expansion strategy in emerging markets and the achievement of EUR22
million cost savings under the TOP2025 plan. SGD Pharma is also
exposed to fluctuations in input prices, mainly energy and sand,
and in currencies, but these risks are partially mitigated through
pass through clauses and indexation included in customers contracts
and appropriate hedging. While most of the company's revenues are
derived from pharmaceutical products, 8% is generated from the
beauty and cosmetic industry, which is viewed as less resilient to
economic cycles.

SGD Pharma has historically demonstrated its ability to grow its
revenues above the industry average by gaining market shares, and
to grow its profitability by achieving significant cost savings.
Nevertheless, year-to-date trading to May 2021 has been weaker than
prior year and budget, driven by lower hospitalization rates and
social interactions due to Covid-19 and a sharp increase in
commodity prices. In addition, customers' increasing inventories in
2020 due to concerns on continuity of supply, also contributed to a
weaker comparison. As a result, revenues and reported EBITDA
declined by 9.5% and 26% respectively compared to the same period
last year. Although Moody's expects SGD Pharma's performance to
improve for the remainder of the year supported by price increases
and the normalization of the trading environment, its 2021 EBITDA
will be lower than that achieved in 2020.

Pro forma for the transaction, SGD Pharma's financial leverage
(including Moody's adjustments) and calculated based on LTM May
2021 EBITDA of EUR79 million is high at 6.8x and will further
increase, based on Moody's assumptions, by 2021 year-end due to
slightly lower earnings. However, the rating agency expects the
company to resume its historic growth trajectory in 2022 and
improve its profitability driven by positive underlying end market
fundamentals, further expansion in North America, India and China
and the savings to be achieved with its TOP2025 plan, resulting in
its leverage reducing to around 6.0x by the end of 2022. Moody's
however notes that the company's financial leverage may fluctuate
over the rating horizon because of the impact of lower fixed cost
absorption from planned routine furnace maintenance and the
potential need to draw under its RCF, since free cash flow will be
limited until 2023 due to increasing capital expenditures
associated with its growth plan.

SGD Pharma is owned by private equity sponsor PAI which also
controls the board. As is often the case in highly levered,
private-equity-sponsored deals, owners have a higher tolerance for
leverage/debt funded acquisitions and transparency is comparatively
lower than for publicly listed companies. Moody's has considered
these risks in assessing the credit and financial profile of SGD
Pharma.

LIQUIDITY

Moody's views SGD Pharma's liquidity as adequate for its near term
requirements. The company is expected to have EUR9 million of cash
at closing, full availability under its EUR90 million RCF due 2028,
and no material debt maturities until 2028 when the EUR500 million
senior secured first-lien term loan is due. These sources are
deemed more than sufficient to cover increased capital expenditures
to support its TOP2025 plan and the capacity expansions in India
and China, in addition to the routine plant maintenance.

The RCF includes a maximum net leverage covenant ratio at 10.3x
which will be tested when the drawings under this facility exceeds
40%. Moody's expects SGD Pharma to comply satisfactorily with its
covenant over the next 12 to 18 months.

STRUCTURAL CONSIDERATIONS

The B2 CFR has been assigned to Silica S.A.S, the top entity of the
restricted group that will provide consolidated financial
statements going forward. The B2-PD PDR is aligned with the CFR
based on a 50% recovery rate because of the all-bank debt structure
and the absence of financial maintenance covenants. The B2
instrument ratings assigned to both senior secured first-lien term
loan and the RCF are aligned with the CFR as they represent all
financial debt in the capital structure.

The debt facilities benefit from pledges over shares, material bank
accounts and intercompany receivables, viewed as weak by Moody's,
whilst guarantors represent not less than 80% of consolidated
EBITDA of the group.

RATIONALE FOR STABLE OUTLOOK

SGD Pharma is weakly positioned in the B2 rating category, although
Moody's expects the company to gradually strengthen its rating
positioning over time. The stable outlook reflects the underlying
strong market fundamentals and Moody's expectation that SGD Pharma
will resume its growth trajectory and reduce its gross leverage
toward 6.0x in 2022. The outlook also incorporates Moody's
assumption that the company will not engage in material debt-funded
acquisitions or shareholder distributions.

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

Upward pressure on the rating is unlikely in the near term as the
company is currently weakly positioned in the rating category.
Positive pressure on the rating could arise over time if SGD Pharma
increases its scale, executes its ambitious growth plan and
gradually improves its profitability, resulting in Moody's adjusted
Debt/EBITDA falling below 5.0x with positive FCF, both on a
sustained basis, whilst maintaining a solid liquidity profile.

Negative pressure on the rating could arise if operating
performance deteriorates or if Moody's adjusted leverage remains
sustainably above 6.0x with negative free cash flow, or if its
liquidity weakens.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Silica S.A.S.

Probability of Default Rating, Assigned B2-PD

LT Corporate Family Rating, Assigned B2

Senior Secured Bank Credit Facility, Assigned B2

Outlook Actions:

Issuer: Silica S.A.S.

Outlook, Assigned Stable

COMPANY PROFILE

Headquartered in Paris (France), SGD Pharma is a leading
manufacturer of primary glass packaging and containers for the
pharmaceutical and beauty industries, with a global footprint
spread across Europe, North America, India and China. For the last
twelve months ending May 31, 2021, the company generated
approximately EUR334 million of revenue and EUR79 million of
Moody's adjusted EBITDA.

SILICA SAS: S&P Assigns Preliminary 'B' ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to France-based Silica SAS (SGD Pharma). S&P also
assigned a preliminary 'B' issue rating to the proposed term loan B
(TLB) due 2028.

In June 2021, private equity firm PAI Partners made a binding offer
to acquire pharma glass-packaging producer Silica SAS (SGD
Pharma).

S&P said, SGD Pharma's strong market positions in the pharma
packaging industry (which we consider fairly stable), long-standing
customer relations, and pricing power support its business risk
profile.The company also benefits from the stringent regulatory
requirements and qualification processes, typical of the pharma
market, which constitute solid entry barriers for competitors. We
understand that SGD Pharma has long-standing relations with blue
chip pharma companies. SGD Pharma's ability to consistently deliver
quality products results in high pricing power, the ability to pass
increases in raw material or energy costs onto customers, and a
stable customer base.

"In our opinion, SGD Pharma's geographical diversification is
adequate.The company generates 55% of its revenue in Europe, 14% in
North America, 10% in China, 9% in India, and 13% in the rest of
the world (mainly the Middle East and Latin America). SGD's
manufacturing footprint benefits from its presence in emerging
markets such as India and China. These markets have higher growth
rates and a lower cost base than more mature markets.

"SGD Pharma's size and high capital expenditure (capex) and working
capital requirements constrain the business risk assessment.The
glass industry's high operational gearing and cyclical working
capital requirements, which relate to the periodical maintenance of
its furnaces, adversely affect our assessment of business risk, as
does SGD Pharma's exposure to only one substrate. That said, this
is partially offset by the low substitution risk that glass pharma
packaging faces. In addition, we believe that the extensive and
lengthy revamp program necessary to bring the Sucy plant in line
with the group's quality levels further hampers the business risk
profile.

"SGD Pharma's financial risk profile reflects both its credit
metrics and financial sponsor ownership. We forecast debt to EBITDA
at about 6.8x and funds from operations (FFO) to debt of about
10%-11% for year-end 2021. We expect S&P Global Ratings-adjusted
leverage to decrease to about 6.0x by year-end 2022 as stronger
demand, cost savings, and fewer scheduled furnace repairs will
allow EBITDA to recover. Similarly, we anticipate an improvement in
FFO to debt to about 12% by year-end 2022.

"Our debt adjustments exclude the EUR100 million yet-to-be
finalized convertible bonds held by PAI Partners. These bonds
qualify for equity treatment under our methodology because of their
expected pricing, equity-stapling clause, and highly subordinated
and default-free features.

"The financial risk profile assessment reflects that SGD Pharma is
controlled by a financial sponsor. We believe that financial
sponsors typically follow aggressive financial strategies that
include debt-funded shareholder returns or large acquisitions.

"We forecast a temporary decline in FOCF in 2021.We expect that
FOCF will turn negative in 2021, because of higher capex needs and
the adverse impact of the pandemic on SGD Pharma's EBITDA
generation. Seasonal pathologies and hospital activity, mainly
noncritical procedures, have reduced. We expect a modest recovery
in FOCF in 2022, to about EUR5 million, due to EBITDA growth. That
said, we believe that the group's future FOCF generation remains
exposed to capex needs. We believe that annual capex will remain
high at about EUR55 million during 2021-2023 to fund exceptional
furnace repairs, including those at the Sucy site. We expect the
planned investments in the Sucy production facilities will support
an improvement in long-term FOCF generation.

"The final ratings will depend on our receipt and satisfactory
review of all the final transaction documentation. Accordingly, the
preliminary ratings should not be construed as evidence of the
final ratings. If S&P Global Ratings does not receive the final
documentation within a reasonable time frame, or if 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, the finalization of the debt documentation;
use of debt proceeds; maturity, size, currency denomination and
conditions of the debt facilities; financial and other covenants;
security; and ranking.

"The stable outlook indicates our expectation that SGD Pharma will
continue to benefit from its strong market positioning in the
stable pharma packaging industry. We forecast S&P Global
Ratings-adjusted debt to EBITDA at about 6.8x in the next 12 months
and that FOCF will be negative in 2021 but recover thereafter."

S&P could take a negative rating action if:

-- FOCF was negative on a sustained basis without material
deleveraging; or

-- S&P's assessment of SGD Pharma's financial policy indicated
that there was an elevated risk of leverage increasing as a result
of aggressive shareholder strategies, such as large debt-funded
acquisitions or dividend payments.

S&P could raise the rating if:

-- Debt to EBITDA decreased toward 5x on a sustained basis; and

-- The group's financial policy supported such credit metrics.




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

PANCRETA BANK: Moody's Affirms 'Caa2' Long Term Deposit Ratings
---------------------------------------------------------------
Moody's Investors Service has affirmed Pancreta Bank S.A.'s Caa2
long-term bank deposit ratings, the Not-Prime short-term bank
deposit ratings as well as the B3/NP Counterparty Risk Ratings, the
B3(cr)/NP(cr) Counterparty Risk Assessments and the caa3 standalone
Baseline Credit Assessment. The rating outlook remains stable.

The rating agency said that the rating affirmation reflects its
view that Pancreta's recent extensive drawdown from the European
Central Bank's (ECB) Targeted Long-Term Refinancing Operations
(TLTRO) programme is: 1) temporary in nature; and 2) will not be
used to fund the bank's day-to-day operations. As a result the
bank's ratings continue to be driven by its fundamental credit
strength, as expressed by its BCA of caa3, as well as its existing
advanced loss given failure (LGF) analysis (excluding the temporary
inflation of its balance sheet) applied to derive its Caa2
long-term deposit ratings.

RATINGS RATIONALE

The bank's deposit ratings, Counterparty Risk Ratings (CRR) and
Counterparty Risk Assessments (CRA) take into account the bank's
funding profile, and the rating agency's assessment through its
advanced LGF analysis of the potential severity of loss for each
creditor class. The fact that the bank has traditionally been
almost fully funded through customer deposits, given its relatively
strong deposit franchise in the island of Crete, benefits its
senior obligations and any counterparty creditors resulting in one
and three notches of rating uplift respectively from its BCA.

In Moody's opinion, Pancreta's recent extensive usage of the TLTRO
funding is done to take advantage of the favorable terms offered by
the ECB, and not to fund its day-to-day operations. This is also
driven by the need for Greek banks to post mainly Greek Government
Bonds (GGBs) as collateral to access ECB funding. The bank has
invested its TLTRO funding in GGBs in order to boost its core
income, which has inflated its balance sheet temporarily. Based on
this assumption, Moody's in its forward-looking analysis of the
credit profile of the bank has taken into account a more normalized
funding structure for the purpose of assessing its financial
metrics, as well as in applying its LGF analysis that considers
risks faced by the different debt and deposit classes across the
bank's liability waterfall.

The rating agency therefore assumes that the funds borrowed from
the ECB, which formed around 20% of Pancreta's balance sheet as of
December 2020, will not be used for lending purposes, and will run
off over the medium-term. Accordingly, the bank's tangible banking
assets (used for the assessment of Moody's Advanced LGF) as well as
the amount of market funding and liquid resources are adjusted down
to reflect the rating agency's forward-looking view, which results
in the affirmation of the bank's ratings.

Pancreta's BCA was affirmed at caa3 and continues to take into
consideration its relatively low Common Equity Tier 1 (CET1) ratio
of 8.6% in December 2020, the second lowest among its domestic
rated peers, and the high volume of problem loans at 62% of gross
loans as defined by Moody's. In addition, the bank's regulatory
capital ratio is undermined by its high Deferred Tax Assets (DTAs)
of around EUR67.9 million, of which EUR45.1 million are eligible
for conversion to deferred tax credits (DTCs) under certain
conditions and comprised approximately 39% of its CET1 as of
December 2020. Moody's believes that this type of capital in the
form of DTCs is not as tangible and loss-absorbing, as is the case
with normal common equity, and therefore assigns lower capital
benefit which drives the bank's low Tangible Common Equity (TCE)
ratio of 1.5% as of December 2020.

The bank, which is the smallest among Moody's rated Greek banks,
with a market share of only around 1% on a national level, reported
a nonperforming exposures (NPE) to gross loans ratio (including
performing restructured loans) of 61.9% in December 2020, down from
63.4% in December 2019. The cash provisioning coverage for these
problem loans is relatively low at 35% in December 2020, which will
make it difficult for the bank to reduce/manage this high volume of
NPEs through securitisations or sale. Concurrently, the bank's BCA
also takes into account the challenge to expand and diversify its
earnings, which are highly dependent on net interest income and on
the local tourism sector, with relatively low fee income
contribution.

OUTLOOK

The outlook on the bank's deposit ratings is stable balancing the
bank's earnings performance and potential combined with a good
local deposit franchise, against its poor asset quality with very
high levels of NPEs, relatively low provisioning coverage and weak
capitalisation.

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

Upward rating pressure could arise on the back of stronger
fundamentals for the bank, such as improved capital base, asset
quality and profitability. Evidence of a gradual implementation of
the bank's transformation plan, which includes a new capital
increase combined with securitising a significant part of its NPEs,
would be credit positive for the bank.

Downward pressure would develop on Pancreta's ratings from a
significant deterioration in the domestic operating conditions in
Greece, and more specifically in Crete. Any failure to improve the
bank's asset quality, capitalization and profitability, would also
exert negative rating pressure. In addition, should the bank decide
to use the TLTRO on a more permanent basis for its day-to-day
operations, this could result in a lower deposit rating.

LIST OF AFFECTED RATINGS

Issuer: Pancreta Bank S.A.

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed caa3

Baseline Credit Assessment, Affirmed caa3

Long-term Counterparty Risk Assessment, Affirmed B3(cr)

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

Long-term Counterparty Risk Ratings, Affirmed B3

Short-term Counterparty Risk Ratings, Affirmed NP

Short-term Bank Deposit Ratings, Affirmed NP

Long-term Bank Deposit Ratings, Affirmed Caa2, Outlook Remains
Stable

Outlook Action:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

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



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I R E L A N D
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AVOCA CLO XI: Moody's Affirms B1 Rating on EUR15.8MM Cl. F-R Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Avoca CLO XI Designated Activity Company:

EUR20,000,000 Class B-1R-R Senior Secured Fixed Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Nov 26, 2019 Definitive
Rating Assigned Aa2 (sf)

EUR27,000,000 Class B-2R Senior Secured Floating Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Nov 26, 2019 Affirmed Aa2
(sf)

EUR13,000,000 Class B-3R Senior Secured Floating Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Nov 26, 2019 Affirmed Aa2
(sf)

EUR21,000,000 Class C-1R Deferrable Mezzanine Floating Rate Notes
due 2030, Upgraded to A1 (sf); previously on Nov 26, 2019 Affirmed
A2 (sf)

EUR15,000,000 Class C-2R Deferrable Mezzanine Floating Rate Notes
due 2030, Upgraded to A1 (sf); previously on Nov 26, 2019 Affirmed
A2 (sf)

EUR23,000,000 Class D-R Deferrable Mezzanine Floating Rate Notes
due 2030, Upgraded to Baa1 (sf); previously on Nov 26, 2019
Affirmed Baa2 (sf)

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

EUR300,000,000 Class A-R-R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Nov 26, 2019 Definitive
Rating Assigned Aaa (sf)

EUR27,500,000 Class E-R Deferrable Junior Floating Rate Notes due
2030, Affirmed Ba2 (sf); previously on Nov 26, 2019 Affirmed Ba2
(sf)

EUR15,800,000 Class F-R Deferrable Junior Floating Rate Notes due
2030, Affirmed B1 (sf); previously on Nov 26, 2019 Upgraded to B1
(sf)

Avoca CLO XI Designated Activity Company, issued in June 2014 and
refinanced in May 2017 and November 2019, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by KKR Credit
Advisors (Ireland) Unlimited Company. The transaction's
reinvestment period ended on June 30, 2021.

RATINGS RATIONALE

The rating upgrades on the Class B-1R-R, B2-R, B3-R, C-1R, C-2R and
D-R Notes are primarily a result of the transaction reaching the
end of the reinvestment period. In light of reinvestment
restrictions during the amortisation period, and therefore the
limited ability to effect significant changes to the current
collateral pool, Moody's analysed the deal assuming a higher
likelihood that the collateral pool characteristics would maintain
an adequate buffer relative to certain covenant requirements.

The rating affirmations on the Class A-R-R, E-R and F-R Notes
reflect the expected losses of the notes continuing to remain
consistent with their current ratings after taking into account the
CLO's latest portfolio, its relevant structural features and its
actual over-collateralization levels.

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

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

Performing par and principal proceeds balance: EUR499.8m

Defaulted Securities: None

Diversity Score: 63

Weighted Average Rating Factor (WARF): 2917

Weighted Average Life (WAL): 4.97 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.55%

Weighted Average Coupon (WAC): 5.09%

Weighted Average Recovery Rate (WARR): 45.9%

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

Moody's notes that the June 2021 trustee report was published at
the time it was completing its analysis of the May 2021 data. Key
portfolio metrics such as WARF, diversity score, weighted average
spread and life, and OC ratios exhibit little or no change between
these dates.

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

BLACKROCK EUROPEAN XI: Moody's Assigns (P)B3 Rating to Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
BlackRock European CLO XI Designated Activity Company (the
"Issuer"):

EUR239,000,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR27,400,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR20,600,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR25,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR27,250,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

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

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

RATINGS RATIONALE

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

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

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

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

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR400,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 2940

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 3.50%

Weighted Average Recovery Rate (WARR): 43.00%

Weighted Average Life (WAL): 8.5 years

BLUEMOUNTAIN FUJI IV: Moody's Assigns (P)B3 Rating to Cl. F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
BlueMountain Fuji EUR CLO IV DAC (the "Issuer"):

EUR500,000 Class X Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aaa (sf)

EUR215,750,000 Class A Senior Secured Floating Rate Notes due
2034, Assigned (P)Aaa (sf)

EUR30,150,000 Class B Senior Secured Floating Rate Notes due 2034,
Assigned (P)Aa2 (sf)

EUR24,700,000 Class C Deferrable Mezzanine Floating Rate Notes due
2034, Assigned (P)A2 (sf)

EUR24,150,000 Class D Deferrable Mezzanine Floating Rate Notes due
2034, Assigned (P)Baa3 (sf)

EUR18,750,000 Class E Deferrable Junior Floating Rate Notes due
2034, Assigned (P)Ba3 (sf)

EUR10,450,000 Class F Deferrable Junior 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 Class A Notes. The Class X
Notes amortise by EUR1000,000 over 5 payment dates, starting on the
2nd 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.

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.

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Performing par and principal proceeds balance: EUR348,000,000

Defaulted Par: EUR0 as of June 18, 2021

Diversity Score: 54

Weighted Average Rating Factor (WARF): 3070

Weighted Average Spread (WAS): 3.50%

Weighted Average Coupon (WAC): 4.0%

Weighted Average Recovery Rate (WARR): 44.25%

Weighted Average Life (WAL): 8.5 years

BLUEMOUNTAIN FUJI IV: S&P Assigns Prelim B- (sf) Rating to F Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to
BlueMountain Fuji EUR CLO IV DAC's class X, A, B, C, D, E, and F
notes. At closing, the issuer will issue subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.53 years after
closing.

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

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

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

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

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

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

  Portfolio Benchmarks
                                                        CURRENT
  S&P weighted-average rating factor                   2,786.73
  Default rate dispersion                                608.92
  Weighted-average life (years)                            4.77
  Obligor diversity measure                              146.72
  Industry diversity measure                              20.32
  Regional diversity measure                               1.40

  Transaction Key Metrics
                                                        CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                         B
  'CCC' category rated assets (%)                         3.04
  Actual 'AAA' weighted-average recovery (%)             37.21
  Actual weighted-average spread (%)                      3.61
  Covenanted weighted-average coupon (%)                  4.00

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

"In our cash flow analysis, we modelled the EUR348 million target
par amount, the actual weighted-average spread (3.61%), the
reference weighted-average coupon (4.00%), and actual
weighted-average recovery rates at each rating level. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category. Our cash flow
analysis also considers scenarios where the underlying pool
comprises 100% floating-rate assets (i.e., the fixed-rate bucket is
0%) and where the fixed-rate bucket is fully utilized (in this
case, 10%).

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

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

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

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

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

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

-- S&P's break-even default rate (BDR) at the 'B-' rating level is
23.16% versus a portfolio default rate of 14.78% if it was to
consider a long-term sustainable default rate of 3.1% for a
portfolio with a weighted-average life of 4.77 years.

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

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

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

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

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

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

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector (see "ESG Industry Report Card: Collateralized Loan
Obligations," published on March 31, 2021). Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit the manger from investing
in activities related to the extraction of thermal coal,
controversial weapons, hazardous chemicals, pornography or
prostitution, tobacco or tobacco-related products, predatory or
payday lending activities, weapons or firearms, and opioids. Since
the exclusion of assets related to these activities does not result
in material differences between the transaction and our ESG
benchmark for the sector, no specific adjustments have been made in
our rating analysis to account for any ESG-related risks or
opportunities."

  Ratings List

  CLASS     PRELIM.   PRELIM. AMOUNT   INTEREST RATE    CREDIT
            RATING      (MIL. EUR)        (%)        ENHANCEMENT  
                                                         (%)
  X         AAA (sf)        0.50         3mE + 0.40       N/A
  A         AAA (sf)      215.75         3mE + 1.04     38.00
  B         AA (sf)        30.15         3mE + 1.70     29.34
  C         A (sf)         24.70         3mE + 2.25     22.24
  D         BBB (sf)       24.15         3mE + 3.15     15.30
  E         BB- (sf)       18.75         3mE + 6.21      9.91
  F         B- (sf)        10.45         3mE + 8.55      6.91
  Sub       NR             36.65                N/A       N/A

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


CAIRN CLO VI: Moody's Affirms Ba2 Rating on EUR24MM Cl. E-R Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Cairn CLO VI DAC:

EUR42,100,000 Class B-R Senior Secured Floating Rate Notes due
2029, Upgraded to Aaa (sf); previously on Jan 29, 2021 Upgraded to
Aa1 (sf)

EUR19,600,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2029, Upgraded to Aa3 (sf); previously on Jan 29, 2021
Upgraded to A1 (sf)

EUR17,150,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2029, Upgraded to Baa1 (sf); previously on Jan 29, 2021
Affirmed Baa2 (sf)

EUR8,700,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2029, Upgraded to B2 (sf); previously on Jan 29, 2021
Affirmed B3 (sf)

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

EUR212,000,000 Class A-R Senior Secured Floating Rate Notes due
2029, Affirmed Aaa (sf); previously on Jan 29, 2021 Affirmed Aaa
(sf)

EUR24,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2029, Affirmed Ba2 (sf); previously on Jan 29, 2021
Affirmed Ba2 (sf)

Cairn CLO VI DAC, issued in July 2016, and refinanced in July 2018
is a collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European and US loans. The
portfolio is managed by Cairn Loan Investments LLP ("Cairn Loan
Investments"). The transaction's reinvestment period ended in July
2020.

RATINGS RATIONALE

The rating upgrades on the Class B-R, C-R, D-R and F-R Notes are
primarily a result of the significant deleveraging of the Class A-R
notes following amortisation of the underlying portfolio since the
last rating action in January 2021.

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

The Class A-R Notes have paid down by approximately EUR37.0 million
(17.4%) since the last rating action in January 2021 and EUR64.8
million (30.6%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated May 2021 the Class
A/B, Class C, Class D, Class E and Class F OC ratios are reported
at 149.1%, 135.1%, 124.8%, 112.8% and 109.1% compared to December
2020 levels of 136.6%, 126.6%, 118.9%, 109.7% and 106.7%,
respectively.

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

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

Performing par and principal proceeds balance: EUR281.3 million

Defaulted Securities: EUR3.6 million

Diversity Score: 38

Weighted Average Rating Factor (WARF): 3026

Weighted Average Life (WAL): 4.46 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.65%

Weighted Average Coupon (WAC): 3.64%

Weighted Average Recovery Rate (WARR): 45.84%

Par haircut in OC tests and interest diversion test: none

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

Moody's notes that the June 2021 trustee report was published at
the time it was completing its analysis of the May 2021 data. Key
portfolio metrics such as WARF, diversity score, weighted average
spread and life, and OC ratios exhibit little or no change between
these dates.

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in May 2021.

Moody's concluded the ratings of the notes are not constrained by
these risks.

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

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

Additional uncertainty about performance is due to the following:

Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

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

GOLDENTREE LOAN 4: Moody's Assigns B3 Rating to EUR10.3MM F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing debts 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,
Definitive Rating Assigned Aaa (sf)

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

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

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

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

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

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

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

RATINGS RATIONALE

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

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Debt. 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 ratings.

As part of this refinancing, the Issuer will extend the
reinvestment period by 4.5 years 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 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 debt 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 debt's performance is subject to uncertainty. The debt's
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the debt's
performance.

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

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

Target Par Amount: EUR375,000,000

Defaulted Par: EUR0 as of May 17, 2021[1]

Diversity Score (*): 44

Weighted Average Rating Factor (WARF): 2970

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

JAMESTOWN 2021-1: S&P Assigns Prelim B- (sf) Rating to G Notes
--------------------------------------------------------------
S&P Global Ratings has assigned preliminary ratings to Jamestown
Residential 2021-1 DAC's class A to G-Dfrd Irish RMBS notes. At
closing, the issuer will also issue unrated class Z, R, X1, and X2
notes.

Jamestown Residential 2021-1 is a static RMBS transaction that
securitizes a EUR558 million portfolio of performing and
reperforming owner-occupied and buy-to-let mortgage loans secured
over residential properties in Ireland.

The preliminary portfolio cutoff date is June 30, 2021, however for
our credit analysis we have used the portfolio as of end of May
2021.

The securitization comprises a purchased portfolio, which was
previously securitized in Jepson Residential 2019-1 DAC. Bank of
Scotland (Ireland) Ltd., Nua Mortgages Ltd., and Start Mortgages
DAC originated the loans.

S&P said, "Our preliminary rating on the class A notes addresses
the timely payment of interest and the ultimate payment of
principal. Our preliminary ratings on the class B-Dfrd to G-Dfrd
notes address the ultimate payment of interest and principal." The
timely payment of interest on the class A notes is supported by the
liquidity reserve fund, which will be fully funded at closing to
its required level of 0.50% of the class A notes' balance.
Furthermore, the transaction benefits from the ability to use
principal to cover certain senior items.

Start Mortgages DAC, the administrator, is responsible for the
day-to-day servicing. In addition, the issuer administration
consultant, Hudson Advisors Ireland Ltd., helps devise the mandate
for special servicing, which Start Mortgages is implementing.

At closing, the issuer will use the issuance proceeds to purchase
the beneficial interest in the mortgage loans from the seller. The
issuer grants security over all its assets in favor of the security
trustee. S&P considers the issuer to be bankruptcy remote under our
legal criteria.

There are no rating constraints in the transaction under S&P's
structured finance operational, sovereign, and counterparty risk
criteria.

  Preliminary Ratings

  CLASS    PRELIM. RATING*     CLASS SIZE (%)
  A         AAA (sf)             64.00
  B-Dfrd    AA (sf)               8.25
  C-Dfrd    A (sf)                5.75
  D-Dfrd    BBB (sf)              5.00
  E-Dfrd    BB (sf)               2.00
  F-Dfrd    B (sf)                1.50
  G-Dfrd    B- (sf)               1.50
  Z         NR                   12.00
  R         NR                    2.32
  X1        NR                     N/A
  X2        NR                     N/A

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes and the ultimate
payment of interest and principal on the other rated notes.
§Credit enhancement is calculated based on subordination and a
reserve fund, excluding write-off loans.
Dfrd--Deferrable.
NR--Not rated.
N/A--Not applicable.


MALLINCKRODT PLC: Bankruptcy Dispute to be Aired in Irish Court
---------------------------------------------------------------
Joe Brennan at The Irish Times reports that a stand-off between
drugmaker Mallinckrodt, the Dublin-based but US-run drugmaker, and
a small group of dissident shareholders, claiming their rights are
being suppressed as the company goes through a restructuring in
bankruptcy, is on track to be aired before the High Court in Dublin
later this year.

While Mallinckrodt opted last October to file for bankruptcy in
Delaware as the company, with US$5.3 billion (EUR4.5 billion)in
long-term debt, was overwhelmed by lawsuits accusing it of
deceptively marketing opioids, the completion of the overhaul will
require the filing of an examinership case in the Republic, The
Irish Times discloses.

According to The Irish Times, the company is pursuing a US
court-supervised reorganization that would set up a US$1.6 billion
trust to resolve opioid-related claims with states, local
governments and private individuals.  The plan, supported by
certain creditors and subject to broader votes by early September,
would see unsecured bondholders take control of the company, some
US$1.3 billion of debt being eliminated, and general unsecured
creditors split US$150 million in cash, The Irish Times notes.

New York-based asset management firm Buxton Helmsley, which is
leading a group of investors that own about 5.6% of Mallinckrodt,
has claimed that it has been thwarted by Mallinckrodt and the
Delaware court as it sought a seat at the negotiating table on the
drugmaker's restructuring, The Irish Times states.

Mallinckrodt successfully filed an objection in late 2020 against
the formation of an official committee for existing shareholders,
and also secured an order from the Delaware court in April which
effectively bans Buxton Helmsley, led by Alexander Parker, from
taking a number of actions, The Irish Times recounts.  These
include using its shares to call an extraordinary general meeting,
put forward resolutions at the company's annual general meeting in
Dublin on Aug. 13, or taking legal action without the US court's
approval, according to The Irish Times.

Mr. Parker has sent a number of letters to the board and other
parties since the order in April, making a series of allegations,
including one of shareholder suppression, and saying that he should
be entitled to take action through the High Court in Dublin under
Irish companies law, The Irish Times relates.

Mr. Parker, as cited by The Irish Times, said in a letter to
Mallinckrodt's board, dated May 20, that while he "will abide by my
gag order not to call a shareholder meeting, conduct a proxy
contest, or anything else you have muzzled Buxton from doing during
the US reorganization proceedings", he intends to bring his issues
before the High Court in Dublin later this year, when the drugmaker
files for examinership.  He repeated the assertion in another
letter, dated July 7, also seen by The Irish Times.

According to The Irish Times, a spokesman for Mallinckrodt said
that the Delaware court has already determined that the company is
insolvent, "such that existing shareholders cannot expect any
recovery".

"The proposed reorganization plan envisages an examinership process
subject to Irish court approval, and it will be a matter for the
Irish courts to determine the appropriate orders to be made in
respect of that process," The Irish Times quotes the spokesman as
saying.  "Mallinckrodt is confident its actions comply fully with
US and Irish law."

                     About Mallinckrodt PLC

Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.

As of March 27, 2020, the Company had $10.17 billion in total
assets, $8.27 billion in total liabilities, and $1.89 billion in
total shareholders' equity.

On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against the Company.

Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.

Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen
& Katz are serving as counsel to the Company, Guggenheim
Securities, LLC is serving as investment banker and AlixPartners
LLP is serving as restructuring advisor to Mallinckrodt.  Hogan
Lovells is serving as counsel with respect to the Acthar Gel
matter.  Prime Clerk LLC is the claims agent.


NORTH WESTERLY V: Fitch Assigns B-(EXP) Rating to F-R Tranche
-------------------------------------------------------------
Fitch Ratings has assigned North Westerly V Leveraged Loan
Strategies CLO 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
----              ------
North Westerly V Leveraged Loan Strategies CLO DAC

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

TRANSACTION SUMMARY

North Westerly V Leveraged Loan Strategies CLO DAC is a
securitisation of mainly senior secured obligations (at least 90%)
with a component of senior unsecured, mezzanine, second-lien loans,
first-lien, last-out loans and high-yield bonds. Net proceeds from
the issuance of the notes will be used to redeem existing notes,
excluding the subordinated notes, at the reset date. The portfolio
is actively managed by NIBC Bank N.V. The transaction has a
4.5-year reinvestment period and an 8.5-year weighted average
life.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 32.36 below the indicative WARF covenant of 33.5.

Recovery Inconsistent with Criteria (Negative): 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 portfolio is 64.67% based on
Fitch's latest criteria and 66.72% based on the recovery rate
provision, as defined in the transaction documents, compared to the
indicative WARR covenant of 65.5%.

The recovery rate provision does not reflect the latest rating
criteria, assets without a recovery estimate or recovery rate by
Fitch can map to a higher recovery rate than the criteria. For
this, Fitch has applied a haircut of 1.5% to the WARR, which is in
line with the average impact on the WARR of EMEA CLOs following the
criteria update.

Diversified Portfolio (Positive): The indicative maximum exposure
of the 10 largest obligors for assigning the expected ratings is
15% of the portfolio balance. The transaction also includes various
concentration limits, including the maximum exposure to the three
largest industries, as defined by Fitch, 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.

Deviation from Model-Implied Rating (Negative): The expected
ratings of the D and F notes are one notch higher than the
model-implied ratings (MIR). The ratings are supported by the
average credit enhancement, as well as the significant default
cushion on the identified portfolio at the assigned ratings due to
the notable cushion between the covenants of the transactions and
the portfolio's parameters.

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

RATING SENSITIVITIES

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. This would not
    apply to the class A-R 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. This is because 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 the 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

North Westerly V Leveraged Loan Strategies CLO DAC

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

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

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

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

SEGOVIA EURO 6-2019: Fitch Affirms 'B-sf' Rating on Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Segovia European CLO 6-2019 DAC's
refinancing notes final ratings and affirmed the others.

     DEBT                   RATING              PRIOR
     ----                   ------              -----
Segovia European CLO 6-2019 DAC

A XS1975727014       LT  PIFsf   Paid In Full   AAAsf
A-R XS2357554323     LT  AAAsf   New Rating     AAA(EXP)sf
B-1 XS1975727444     LT  PIFsf   Paid In Full   AAsf
B-1-R XS2357555130   LT  AAsf    New Rating     AA(EXP)sf
B-2 XS1975727790     LT  PIFsf   Paid In Full   AAsf
B-2-R XS2357555726   LT  AAsf    New Rating     AA(EXP)sf
C-1 XS1975727956     LT  PIFsf   Paid In Full   Asf
C-1-R XS2357556450   LT  Asf     New Rating     A(EXP)sf
C-2 XS1980183419     LT  PIFsf   Paid In Full   Asf
C-2-R XS2357557003   LT  Asf     New Rating     A(EXP)sf
D XS1975728251       LT  PIFsf   Paid In Full   BBB-sf
D-R XS2357557771     LT  BBB-sf  New Rating     BBB-(EXP)sf
E XS1975728848       LT  BB-sf   Affirmed       BB-sf
F XS1975730406       LT  B-sf    Affirmed       B-sf

TRANSACTION SUMMARY

Segovia European CLO 6-2019 DAC is a cash flow collateralised loan
obligation (CLO). The proceeds from this issuance were used to
redeem the old notes. The portfolio is managed by Segovia Loan
Advisors (UK) LLP. The refinanced CLO reduced the margin for the
class A through D notes, and extended the weighted average life
(WAL) by nine months to seven years. The reinvestment period will
still end in October 2023.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B'/'B-' range. The Fitch-weighted
average rating factor (WARF) of the current portfolio is 34.99.

High Recovery Expectations: The portfolio comprises senior secured
obligations. Fitch views the recovery prospects for these assets as
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-weighted average recovery rate (WARR) of the
current portfolio is 62.91%, calculated by Fitch based on the
latest criteria, and 65.30%, calculated by the trustee based on the
transaction documentation.

As the recovery rate provision does not reflect the latest rating
criteria, the assets without recovery estimate or recovery rate by
Fitch can map to a higher recovery rate than in Fitch's current
criteria. To factor in this difference, Fitch has applied a stress
on the breakeven WARR of 1.5%, which is in line with the average
impact on the WARR of EMEA CLOs following the criteria update.

Diversified Asset Portfolio: The transaction will have four Fitch
matrices corresponding to a maximum permissible exposure to the top
10 obligors of 18% and 23%, and maximum permissible fixed-rate
assets of 0% and 7.5%. The transaction also includes limits on the
Fitch-defined largest industry at a covenanted maximum 17.5% and
the three largest industries at 40.0%. These covenants ensure that
the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management: On the refinancing date, the issuer extended
the WAL covenant by nine months and the Fitch matrices were
updated. The transaction's reinvestment period ends in October
2023. The reinvestment criterion is similar to 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.

Non-Refinancing Notes Affirmed: The affirmation of the class E and
F notes with Stable Outlooks reflects the stable performance and
default rate cushion under the current portfolio run. The
transaction was below par by 11bp as of the investor report on 9
June 2021. The transaction passed all portfolio profile tests,
Fitch-related collateral quality tests and coverage tests except
the Fitch WARF test and 'CCC' tests. Exposure to assets with a
Fitch-derived rating of 'CCC+' and below was 7.71% (excluding
unrated assets).

When analysing the updated matrix with the stress portfolio, the
class E and F notes showed a maximum breakeven default shortfall
under the stress portfolio analysis of 1.72% and 1.56% at the
assigned ratings, respectively. Fitch accepted these shortfalls as
the current ratings are supported by their credit enhancement (CE)
levels (7.9%for the class F notes), as well as the significant
default cushion on the current portfolio due to the notable cushion
between the transaction's covenants and the portfolio's
parameters.

Stable Outlooks: Fitch has revised the Outlooks on the class E and
F notes to Stable from Negative as it no longer runs the
coronavirus baseline stress scenario as a driver of the Outlook.
The Stable Outlooks on all the notes reflect the default rate
cushion that the notes benefit from at their current ratings.

RATING SENSITIVITIES

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

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

-- The transaction features a reinvestment period and the
    portfolio is actively managed. At closing, Fitch uses a
    standardised stress portfolio (Fitch's Stressed Portfolio)
    that is customised to the specific portfolio limits for the
    transaction 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 as the manager has the ability to
    update the Fitch collateral quality tests.

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Segovia European CLO 6-2019 DAC

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

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

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

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

SEGOVIA EUROPEAN 6-2019: Moody's Hikes EUR8MM F Notes Rating to B2
------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Segovia
European CLO 6-2019 Designated Activity Company (the "Issuer"):

EUR214,000,000 Class A-R Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR20,000,000 Class B-1-R Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR15,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR6,500,000 Class C-1-R Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

EUR15,000,000 Class C-2-R Senior Secured Deferrable Fixed Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

EUR21,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Baa3 (sf)

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

EUR22,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on Sep 14, 2020
Confirmed at Ba2 (sf)

EUR8,000,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Upgraded to B2 (sf); previously on Sep 14, 2020 Confirmed
at B3 (sf)

RATINGS RATIONALE

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

As part of this refinancing, the Issuer has extended the weighted
average life test date by 9 months to August 7, 2028. In addition,
the Issuer has also amended the base matrix and modifiers that
Moody's took into account for the assignment of the definitive
ratings.

The Issuer is a managed cash flow CLO. At least 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.

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Performing par and principal proceeds balance: EUR349.7 million

Defaulted Par: EUR0.16 million as of June 9, 2021

Diversity Score(*): 55

Weighted Average Rating Factor (WARF): 3025

Weighted Average Spread (WAS): 3.65%

Weighted Average Coupon (WAC): 4.35%

Weighted Average Recovery Rate (WARR): 43%

Weighted Average Life (WAL) Test date: August 7, 2028

VENDOME FUNDING 2020-1: Fitch Rates F-R Tranche Final 'B-sf'
------------------------------------------------------------
Fitch Ratings has assigned Vendome Funding CLO 2020-1 DAC final
ratings.

     DEBT                    RATING             PRIOR
     ----                    ------             -----
Vendome Funding CLO 2020-1 DAC

A XS2189263044       LT  PIFsf   Paid In Full   AAAsf
A-1-R XS2348057469   LT  AAAsf   New Rating     AAA(EXP)sf
A-2-R XS2353069219   LT  AAAsf   New Rating     AAA(EXP)sf
B-1 XS2189263713     LT  PIFsf   Paid In Full   AAsf
B-2 XS2189264364     LT  PIFsf   Paid In Full   AAsf
B-R XS2348058277     LT  AAsf    New Rating     AA(EXP)sf
C-R XS2348059598     LT  Asf     New Rating     A(EXP)sf
D-R XS2348060174     LT  BBB-sf  New Rating     BBB-(EXP)sf
E-R XS2348060760     LT  BB-sf   New Rating     BB-(EXP)sf
F-R XS2348060927     LT  B-sf    New Rating     B-(EXP)sf

TRANSACTION SUMMARY

Vendome Funding CLO 2020-1 Designated Activity Company is a
securitisation of mainly senior secured obligations (at least 90%)
with a component of senior unsecured, mezzanine, second-lien loans
and high-yield bonds. Refinancing note proceeds were used to
refinance existing notes and to upsize the portfolio with an
increased target par of EUR400 million.

The portfolio is actively managed by CBAM CLO Management Europe
Limited. The collateralised loan obligation (CLO) has a
four-and-a-half-year reinvestment period and an
eight-and-a-half-year weighted average life (WAL).

KEY RATING DRIVERS

Above-Average Portfolio Credit Quality (Positive): Fitch considers
the average credit quality of obligors to be in the 'B' category.
The Fitch weighted average rating factor (WARF) of the identified
portfolio is 32.7.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 64.1%
(or 66.3%, based on 2018 methodology retained to determine the
Fitch recovery rate). A 1.5% adjustment was applied to the
breakeven WARR in the matrices to reflect the outdated Fitch
recovery rate definition.

Diversified Asset Portfolio (Positive): The transaction has several
Fitch test matrices corresponding to two top 10 obligors'
concentration limits of 15% and 23%. The manager can interpolate
within and between two matrices. The transaction also includes
various concentration limits, including the maximum exposure to the
three largest (Fitch-defined) industries in the portfolio at 40%.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.

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

Deviation From Model-implied Rating (Negative): The ratings of the
class B, C, D, E and F notes are one notch higher than the
model-implied ratings (MIR). The ratings are supported by the
significant default cushion on the identified portfolio at the
assigned ratings due to the notable cushion between the
transaction's covenants and the portfolio's parameters including a
higher diversity (134 obligors) for the identified portfolio.

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

RATING SENSITIVITIES

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

-- A 25% reduction of the mean default rate (RDR) across all
    ratings and a 25% increase in the recovery rate (RRR) across
    all ratings would lead to an upgrade of up to five notches for
    the rated notes, except for the class A-1/A-2 notes, which are
    already at the highest rating on Fitch's scale and cannot be
    upgraded.

-- At closing, Fitch uses a standardised stress portfolio
    (Fitch's Stressed Portfolio) that is customised to the
    specific portfolio limits for the transaction 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 as the
    manager has the ability to update the Fitch collateral quality
    tests.

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

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

-- A 25% increase of the mean RDR across all ratings and a 25%
    decrease of the RRR across all ratings would lead to a
    downgrade of up to five notches for the rated notes.

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Vendome Funding CLO 2020-1 DAC

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

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

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

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

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

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

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

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

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

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

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

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

  Portfolio Benchmarks
                                                          CURRENT
  S&P Global Ratings weighted-average rating factor      2,771.58
  Default rate dispersion                                  528.97
  Weighted-average life (years)                              5.60
  Obligor diversity measure                                123.54
  Industry diversity measure                                19.18
  Regional diversity measure                                 1.37

  Transaction Key Metrics
                                                          CURRENT
  Total par amount (mil. EUR)                              400.00
  Defaulted assets (mil. EUR)                                0.00
  Number of performing obligors                               149
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                          'B'
  'CCC' category rated assets (%)                            3.02
  'AAA' weighted-average recovery (%)                       35.60
  Covenanted weighted-average spread (%)                     3.55
  Covenanted weighted-average coupon (%)                     4.50

Workout obligations

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

The purpose of workout obligations is to maximize recovery value
prospects of the related collateral obligation. While the objective
is positive, it can also lead to par erosion, as additional funds
will be placed with an entity that is under distress or in default.
This may cause greater volatility in S&P's ratings if these loans'
positive effect does not materialize. In S&P's view, the
restrictions on the use of proceeds and the presence of a bucket
for these workout obligations helps to mitigate the risk.

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

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

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

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

"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.55%, the covenanted
weighted-average coupon of 4.50%, and the weighted-average recovery
rates as per the collateral portfolio for all ratings. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

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

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

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

"For the class F-R notes, our credit and cash flow analysis
indicates a negative cushion at the assigned rating. Nevertheless,
based on the portfolio's actual characteristics and additional
overlaying factors, including our long-term corporate default rates
and recent economic outlook, we believe this class is able to
sustain a steady-state scenario, in accordance with our criteria."
S&P's analysis reflects several key factors, including:

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

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

-- S&P's model generated BDR at the 'B-' rating level of 26.03%
(for a portfolio with a weighted-average life of 5.60 years),
versus a generated BDR at 17.37% if we were to consider a long-term
sustainable default rate of 3.1% for 5.60 years, which would result
in a target default rate of 17.37%.

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

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

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

-- If we envision this tranche to default in the next 12-18
months.

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

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

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

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

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

Vendome Funding CLO 2020-1 is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued mainly by sub-investment
grade borrowers. CBAM CLO Management Europe LLC will manage the
transaction.

Environmental, social, and governance (ESG) credit factors

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector. Primarily due to the diversity of the assets within CLOs,
the exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average. For this transaction, the documents
prohibit assets from being related to the following industries:
thermal coal, electricity generation from coal; production, use,
storage, trade, maintenance, transport, or financing of
controversial weapons; revenues from palm oil production; and the
production of tobacco or tobacco products. Accordingly, since the
exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, no specific adjustments have been made in our
rating analysis to account for any ESG-related risks or
opportunities."

  Ratings List

  CLASS    RATING    AMOUNT      SUB (%)    INTEREST RATE*
                    (MIL. EUR)
  A-1-R    AAA (sf)    186.90     40.03    Three/six-month EURIBOR

                                           plus 0.95%
  A-2-R    AAA (sf)     53.00     40.03    Three/six-month EURIBOR

                                           plus 1.30%§
  B-R      AA (sf)      49.10     27.75    Three/six-month EURIBOR

                                           plus 1.70%
  C-R      A (sf)       25.80     21.30    Three/six-month EURIBOR

                                           plus 2.00%
  D-R      BBB-(sf)     27.20     14.50    Three/six-month EURIBOR

                                           plus 3.10%
  E-R      BB- (sf)     19.20      9.70    Three/six-month EURIBOR

                                           plus 6.04%
  F-R      B- (sf)      11.20      6.90    Three/six-month EURIBOR

                                           plus 8.79%
  Sub      NR           37.20       N/A    N/A

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

§EURIBOR cap of 2.10%.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A—-Not applicable.




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

DIOCLE SPA: Moody's Affirms B2 CFR & Alters Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service has affirmed Diocle S.p.A.'s (DOC
Generici or the company) B2 corporate family rating and its B2-PD
probability of default rating. At the same time, Moody's has
affirmed the company's B2 rating on the EUR470 million guaranteed
senior secured notes due in 2026, of which EUR373 million remain
outstanding, following the last partial redemption announced by the
company. The outlook has been changed to positive from stable.

RATINGS RATIONALE

The rating action reflects Moody's expectations that key credit
metrics will continue to strengthen over the next 12 to 18 months,
including Moody's adjusted gross leverage to trend between 3.5x and
3.7x, considering the EUR50 million debt repayment announced by the
company on July 6. Moreover, the agency expects that DOC Generici
will continue to generate strong Moody's adjusted free cash flow
(FCF) of around EUR50 million annually over the next 12 to 18
months, which translates into a ratio of Moody's adjusted FCF to
debt of between 13% to 14%.

So far, the company's financial policy has been conservative with
DOC Generici privileging debt redemptions with available excess
cash in 2020 and 2021. In the absence of debt-funded M&A or
dividend recapitalisation, the company's key credit metrics will be
strongly positioned within its current B2 rating category over the
next 12 to 18 months. The agency believes the risk of large
debt-funded M&A is low because the company does not intend to
expand activities outside of Italy and it already has a leading
position within its own core market of retail generics. Moody's
forecasts do not incorporate any shareholder distribution over the
next 12 to 18 months as the agency understands the company will
continue to privilege liquidity and deleveraging.

Over the next 12 to 18 months, Moody's expects DOC Generici to
exhibit organic revenue growth around the mid-single digits in
percentage terms thanks to its strong footprint in the Italian
generics market, and in particular the Class A segment where the
company has the second largest market share; the continued
penetration of generics in the Italian market thanks to a
supportive regulatory environment that is expected to endure in the
foreseeable future; and the strong pipeline of drugs launched over
recent years.

DOC Generici's B2 rating reflects its strong position in the
Italian retail market, where generics penetration and growth remain
favorable; its strong earnings and FCF generation that should allow
deleveraging; its broad product portfolio across several
therapeutic categories and products, with limited concentration and
high barriers to entry; and its limited exposure to execution risk
related to acquisitions in the Italian generics domestic market.

The B2 CFR also reflects the company's limited geographic
diversification and scale, which render it vulnerable to regulatory
changes in Italy; its asset-light model, which exposes the company
to potential disruptions in the supply chain; and high leverage,
with deleveraging dependent on earnings growth and continued good
operating performance.

RATING OUTLOOK

The positive outlook reflects Moody's expectation that DOC Generici
will continue to have a strong operating performance, including
positive organic sales growth, and a good liquidity profile. The
outlook also reflects the agency's expectations of a continued
prudent financial policy over the next 12 to 18 months that will
support deleveraging below 4.0x (Moody's adjusted gross leverage)
on a sustained basis.

LIQUIDITY PROFILE

DOC Generici has good liquidity, with a cash balance of EUR59
million as of March 31, 2021 and access to its EUR50 million
undrawn super senior revolving credit facility (SSRCF). The company
has no immediate debt maturities. The SSRCF has a financial
maintenance covenant, which will only be tested when the facility
is drawn by 40% or more. Moody's expect the company to have
significant headroom against this threshold, if tested.

Because of the company's asset-light model, limited amounts are
required for capital spending, while working capital swings are
generally low, although Moody's expects somewhat larger variability
over the next quarters as the effects of the pandemic subsidies.
Nevertheless, DOC Generici's exposure to wholesalers (around 60% of
revenue) could, in more extreme scenarios, entail larger working
capital swings if the wholesalers draw on their inventory levels
rather than place new orders.

STRUCTURAL CONSIDERATIONS

The probability of default rating (PDR) of B2-PD reflects Moody's
assumption of a 50% recovery rate for covenant-lite debt
structures. The B2 rating on the guaranteed senior secured
floating-rate notes due in June 2026, of which EUR373 million are
still outstanding, is in line with the B2 CFR, reflecting their
positioning in the capital structure, with only the EUR50 million
SSRCF ranking ahead of them.

The top entity of the restricted group is Diocle S.p.A., the issuer
of the floating-rate notes. All debt instruments share the same
collateral package on first and second priority. In particular, the
debt instruments benefit from guarantees by the parent company and
significant subsidiaries, which must represent at least 80% of
consolidated EBITDA.

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

Upward pressure could arise if DOC Generici's leverage ratio
(defined as Moody's adjusted gross debt/EBITDA) trends below 4.0x
on a sustained basis supported by a prudent financial policy and if
its Moody's adjusted free cash flow to debt remains well above 10%,
while maintaining a good operating performance and good liquidity.

Conversely, downward pressure could develop if the company's
leverage ratio increases above 5.0x sustainably; there are
unfavorable developments in the Italian regulatory framework
significantly affecting the company's ability to sustain earnings
and cash flow growth; or the company embarks on significant
debt-funded acquisitions or shareholder distributions.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.

COMPANY PROFILE

Diocle S.p.A. (DOC Generici) is a leading Italian independent
generics company operating in the retail channel. The company
operates only in the Italian market and has operations across a
wide variety of therapeutic categories. Intermediate Capital Group
(ICG) and Merieux Equity Partners acquired DOC Generici on July 1,
2019 and hold a majority shareholding of 95%. DOC Generici
generated gross sales of EUR234 million in the 12 months that ended
March 2021, with a reported EBITDA of EUR98 million during the same
period.

MARATHON SPV: Moody's Ups EUR33.70M Class B Notes Rating to Ba2(sf)
-------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two notes in
Marathon SPV S.r.l. The rating action reflects better than expected
collateral performance which translates into an increased credit
enhancement for the Notes.

EUR286.47M Class A Notes, Upgraded to Baa1 (sf); previously on Dec
5, 2019 Assigned Baa2 (sf)

EUR33.70M Class B Notes, Upgraded to Ba2 (sf); previously on Dec
5, 2019 Assigned B1 (sf)

Maximum achievable rating is Aa3 (sf) for structured finance
transactions in Italy, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by better than expected collateral
performance.

Better than expected collateral performance

The Marathon SPV S.r.l. transaction has overperformed its original
business plan, with the Cumulative Collection Ratio (computed as
the ratio between actual net collections and net collections
expected in the original business plan) at 102.42% as of the most
recent IPD and consistently above 102% since the transaction
closed.

The Servicer has updated its original projections twice around
December 2020 and March 2021, with total gross expected recoveries
at, respectively, around +1.6% and +2.1% when compared to their
original expectations.

The pace of collection has shown resilience even during the height
of the coronavirus pandemic with gross collections consistently
above EUR20mm per quarter.

The main recovery strategy put in place by the Servicer to collect
recoveries from the securitised pool of asset has been to swap
defaulted positions for "cambiali" plans. "Cambiali" are akin to
promissory notes. As at the March 2021 interest payment date over
65% of gross collections recorded since deal closing came from
"cambiali" plans, and Moody's understand this has contributed to
the resilience and stability Moody's could observe in the pace of
cash collections.

Increase in Available Credit Enhancement

The advance rate on Class A Notes, the ratio between Class A Notes'
balance and the outstanding gross book value of the backing
portfolio, decreased to 3.39% as of the April 2021 interest payment
date from 5.70% at closing. A lower advance rate translated into
higher protection against credit losses for Class A Notes. The
securitised portfolio is made entirely of unsecured non-performing
loans. Between closing and the April 2021 interest payment date the
gross book value of the pool of assets has decreased to around EUR
4.89bn from around EUR5.03bn, while Class A and Class B Notes have
amortized, respectively, by around EUR120.66M and EUR13.85M. Class
A and Class B Notes have amortized pro rata since closing, subject
to performance-related triggers.

Counterparty Exposure

The rating action took into consideration the notes' exposure to
relevant counterparties, such as servicer, or account banks.

The cash proceeds may be invested in eligible investments rated at
least Baa2.

The principal methodology used in these ratings was "Non-Performing
and Re-Performing Loan Securitizations Methodology" published in
April 2020.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (i) the recovery process of the non-performing
loans producing significantly higher cash-flows in a shorter time
frame than expected; (ii) improvements in the credit quality of the
transaction counterparties; and (iii) a decrease in sovereign
risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (i) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans;
(ii) deterioration in the credit quality of the transaction
counterparties; and (iii) increase in sovereign risk.



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

BELL GROUP: Extraordinary Resolutions Passed
--------------------------------------------
At the Meeting of the holders of 75,000,000 5% Guaranteed
Convertible Subordinated Bonds due 1995 convened by the Notice of
Meeting issued by Bell Group N.V. (in liquidation) (in bankruptcy)
and published in the Financial Times and the Luxemburger Wort on
June 15, 2021, and held at 11:00 a.m. on July 7, 2021 (London
time), the Extraordinary Resolutions set out in such Notice was
passed.




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

BANK SOYUZ: S&P Affirms 'B+/B' ICRs, Outlook Stable
---------------------------------------------------
S&P Global Ratings affirmed its 'B+/B' long- and short-term issuer
credit ratings on Russia-based Bank SOYUZ. The outlook is stable.

The affirmation reflects S&P's expectation that the bank's capital
buffers will be sufficient to support its lending expansion plans.

S&P said, "That said, we do anticipate some pressure from the
bank's risk-weighted assets increasing faster than capital in the
next two years as the bank executes its updated
business-development strategy.

"We forecast Bank SOYUZ will return to growth this year, and our
risk-adjusted capital (RAC) ratio will decrease to about 6.3%-6.5%
in the next two years. In our projection, the RAC ratio will go
down from 8.8% at the end of 2020 when its loan book contracted by
6.1% that year due to significant tightening of its underwriting
procedures in response to the challenging economic conditions in
the context of the COVID-19 pandemic. We forecast the bank's loan
book may increase up to 15% annually in 2021-2023, once it proceeds
with the new business-development strategy in cooperation with the
parent insurance company. We expect that the bank's credit costs
will be about 1.5% of total loans, similar to our expectations for
the Russian banking sector average in the next two years. We also
expect that the bank's noninterest expenses will increase about 10%
annually in 2021-2023, higher than the expected average inflation
in Russia, to finance the business expansion. At the same time, we
forecast that the bank's net interest margin will improve to about
4.5% in the next two years from 4.2% in 2020.

"We consider that Bank SOYUZ's exposure to credit risks is higher
than average for the Russian banking sector, but decreasing. The
bank reported a higher level of Stage 3 loans as of end-2020 (12.5%
of total loans) than the Russian banking sector (9.4%). We note,
however, that the bank's asset quality improved materially over the
past four years, thanks to the loan book clean-up performed by the
management team. We expect that the bank's asset-quality indicators
will gradually improve in the next two years, in line with our
expectations of the improving economic conditions in Russia. The
bank's Stage 3 loans decreased to 11.7% of total loans on March 31,
2021.

"We expect Bank SOYUZ's funding base--mostly comprising corporate
and retail deposits--to remain stable. This is supported by
longstanding relationships with its largest corporate depositors
and no reliance on market funding. We positively highlight that the
bank's stable funding ratio has been above 120% over the past five
years and stood at 152% as of April 1, 2021."

The bank has a comfortable liquidity position, with liquid assets
making up 30% of total assets as of June 1, 2021. Additionally,
about 90% of the bank's securities comprise investments in liquid
government securities. S&P anticipates that this cushion will be
sufficient to meet the bank's liquidity needs in times of stress.

S&P said, "We continue to expect that Bank SOYUZ would receive
parental support if needed from Ingosstrakh. This is based on our
view of the bank as a moderately strategic subsidiary of
Ingosstrakh. Therefore, we include one notch of uplift into our
long-term rating on the bank above its stand-alone credit profile.
We note that the group prepared a five-year strategy that provides
for higher integration between the bank and the insurer going
forward, but it has a limited track record of implementing this
strategy.

"The stable outlook reflects our view that Bank SOYUZ will proceed
with its updated business development strategy, resulting in
relatively fast growth and modest pressure on capitalization."

S&P could take a positive rating action on Bank SOYUZ in the next
12 months if S&P observed that:

-- The bank's importance for the group has strengthened as
signified, for example, by the materially increased number of
active clients using the joint client loyalty program and the
increased volume of cross-sale transactions between the bank and
the parent insurance company; or

-- The bank's asset-quality indicators improved materially, with
the level of Stage 3 loans catching up with the Russian banking
sector average.

S&P could lower the rating in the next 12 months if it observed
either:

-- A material weakening of the bank's capital due to more rapid
growth of risk-weighted assets than S&P expects in its base-case
scenario; or

-- A weakening of the link between the bank and its parent
company, resulting in decreasing ongoing and potential
extraordinary support.


RUSSNEFT PJSC: Fitch Affirms Then Withdraws 'CC' IDR
----------------------------------------------------
Fitch Ratings has affirmed Russia-based PJSC RussNeft's Long-Term
Issuer Default Rating (IDR) at 'CC' and has simultaneously
withdrawn the rating. Fitch will no longer provide rating or
analytical coverage of RussNeft.

The rating withdrawal follows the sanctions imposed on Mikhail
Gutseriev by the European Union, as stipulated in the Council
Regulation (EC) No 765/2006 amended on 21 June 2021. Based on
RussNeft's 2020 IFRS report the company was controlled by Mr.
Gutseriev.

KEY RATING DRIVERS

Liquidity Event Risk Remains: The completed restructuring in 2020
has only marginally improved RussNeft's weak liquidity position and
Fitch believes that under Fitch's rating-case assumptions a
liquidity event is probable in the next 12 months, which is
reflected in the 'CC' rating.

Negotiations with Largest Creditor Continue: Fitch understands from
management that RussNeft will continue to re-negotiate with its
creditor, CQUR Bank LLC, on its loan. With principal repayments
resuming in 2021, Fitch projects RussNeft to have very high
repayment risk, while its leverage is high. RussNeft's ability to
attract external funding is constrained by the loan agreement with
its major creditor.

RussNeft's loan in question was originally provided by VTB. In
March 2020, the loan was transferred to CQUR Bank LLC (domiciled in
Qatar and where VTB has a minority stake), which became RussNeft's
largest creditor.

High Leverage: Fitch projects RussNeft's funds from operations
(FFO) net leverage (adjusted for long-term prepayments, guarantees
and preferred stock) to exceed 6x by 2024, which is high by
industry standards. Fitch expects RussNeft to generate positive
free cash flow (FCF) over the next four years, but substantial
deleveraging is unlikely under Fitch's rating case.

Prepayments Deals: Glencore, RussNeft's second-largest shareholder
(31% of the common stock), has been supporting RussNeft through
long-term prepayments for future oil supplies. In 2019, RussNeft
also attracted a long-term prepayment from VTB (used to fund a
transaction with an affiliated company) and a short-term prepayment
from a private trader (used for general corporate purposes). Fitch
estimates RussNeft's total prepayment balance at end-2020 amounted
to about RUB51 billion, up from RUB39 billion at end-2019. In 1H20,
VTB provided an additional RUB4 billion oil prepayment. Fitch views
prepayments as effectively a debt-like instrument.

Preferred Shares Treated as Debt: In 2019, VTB purchased one-third
of RussNeft's preferred shares previously owned by Mr Gutseriev's
family and subsequently transferred to Rost Bank. RussNeft
guaranteed to purchase back its shares from VTB for RUB21 billion
in 2026, which Fitch adds to RussNeft's adjusted debt. RussNeft has
also committed to increase its preferred dividend payments to a
minimum USD60 million. It also guaranteed annual payments to VTB
that are comparable to the size of VTB's share in annual preferred
dividends. Fitch treats the preferred stock as 100% debt.

DERIVATION SUMMARY

RussNeft's 'CC' rating reflects the company's very weak liquidity
with high repayment risk in 2021-2022 following the restructuring
of 2020 maturities. RussNeft's position contrasts with that of SM
Energy Company (B/Stable), which completed a distressed debt
exchange in June 2020. SM's rating reflects material debt reduction
in 2020, Fitch's view that the company will generate sufficient FCF
to meet debt maturities and its sufficient liquidity, a robust
hedging programme and strong performance of its Permian assets.

KEY ASSUMPTIONS

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

-- Brent oil price at USD63/b in 2021, USD55/b in 2022 and
    USD53/b in 2023-2024;

-- Exchange rate (USD/RUB) at 74.1 in 2021, 72.5 in 2022, 72 in
    2023-2024;

-- Upstream production gradually recovering in 2021-2022;

-- Capex averaging RUB17.5 billion in 2021-2024;

-- Annual preferred dividends of USD60 million until 2023;

-- No dividends paid to ordinary shareholders up to 2024.

RATING SENSITIVITIES

Not applicable as the rating is withdrawn.

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

Very Weak Liquidity: RussNeft has very weak liquidity and high
repayment risk in 2021-2022. Its cash balances are low, leverage is
high, access to external funding is constrained by an agreement
with the main creditor, and projected FCF is not sufficient to
cover upcoming debt maturities. RussNeft does not have access to
committed credit lines. It should have the capacity to balance cash
flows by reducing capex, if needed, though it would negatively
affect production.

Fitch understands from management that RussNeft's key
counterparties, including banks and offtakers, are continuing to
cooperate with RussNeft.

ISSUER PROFILE

Russneft is a small-scale oil producer based in Russia.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Fitch treats preferred shares of RussNeft as debt. The value
    of shares was RUB27 billion at end-2020;

-- Fitch treats prepayments for oil deliveries from Glencore and
    other traders as debt (RUB51 billion at end-2020);

-- Fitch adds certain guarantees issued by RussNeft to its
    financial debt (RUB45 billion at end-2020);

-- Fitch reduced RussNeft's 2020 EBITDA by RUB668 million to
    deduct right-of-use assets depreciation and lease-related
    interest expense. At the same time, its lease liabilities were
    removed from debt.

ESG CONSIDERATIONS

RussNeft has ESG Relevance Score of '4' for Group Structure factor
due to material transactions with affiliated companies, including a
loan and guarantees, which have been provided despite the company's
already limited liquidity and have resulted in materially higher
adjusted leverage. This has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.

RussNeft has an ESG Relevance Score of '4' for Governance Structure
(eg board independence and effectiveness; ownership concentration).
Fitch believes that the recent affiliated company transactions
underline weak corporate governance practices and exposure to the
key person risk, which has a negative impact on the credit profile,
and is relevant to the rating in conjunction with other factors.

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

Following the withdrawal of ratings for RussNeft, Fitch will no
longer be providing the associated ESG Relevance Scores.



===========
T U R K E Y
===========

ZORLU YENILENEBILIR: Fitch Corrects June 1 Ratings Release
----------------------------------------------------------
Fitch issues this commentary to replace the version published on 1
June 2021 to correct the notes to senior secured from senior
unsecured.

Fitch Ratings has assigned Zorlu Yenilenebilir Enerji Anonim
Sirketi (Zorlu RES) a final Long-Term Issuer Default Rating (IDR)
of 'B-'. The Outlook on the IDR is Stable. Fitch has also assigned
the company's USD300 million 9% notes due 2026 a final senior
secured rating of 'B-', with a Recovery Rating of 'RR4'.

The final rating of the notes reflects the bond's final terms.

The ratings of Zorlu RES reflect its high leverage, small size and
scale of operations, and rising exposure to merchant price as
feed-in tariffs gradually expire. Rating strengths are its asset
quality, low volume risk, supportive regulation for renewable
energy producers in Turkey, high profitability and mitigated
foreign-exchange (FX) exposure on its debt by naturally hedged
revenues.

Zorlu RES's 'B-' IDR is based on the deconsolidation of Zorlu Dogal
- one of its three fully owned operating companies - as the
subsidiary's cash flows will mainly be used to service its
project-finance debt. Zorlu Dogal accounted for around 80% of group
EBITDA in 2020, and the other two operating companies Zorlu
Jeotermal and Rotor Elektrik Uretim (Rotor) represented the
remaining 20%.

KEY RATING DRIVERS

Deconsolidated Group Profile: Fitch's analysis of Zorlu RES
deconsolidates the EBITDA and debt of Zorlu Dogal, but includes
dividends from the subsidiary. Zorlu Jeotermal and Rotor are fully
consolidated.

Fitch's deconsolidation reflects the large amount of
project-finance debt at Zorlu Dogal at over USD700 million, which
will be senior to Zorlu RES's bond. Zorlu Dogal's cash flows will
mainly be used for servicing its own interest and debt
amortisation, which, together with bank covenants, will limit cash
upstream to Zorlu RES. Fitch assumes Zorlu Dogal will upstream
dividends averaging TRY70 million (USD8 million) p.a. in 2022 and
2023. In 2024-2025 Zorlu Dogal's cash flows will be sufficient only
to service the company's own debt.

High Leverage: Zorlu RES's deconsolidated credit profile is weaker
than most rated utility peers', which weighs on the ratings. Fitch
forecasts funds from operations (FFO) gross and net leverage to
increase to around 10x and 7x, respectively, in 2021, before easing
to an average of around 6x and 5.5x over 2022-2025, levels that are
commensurate with the rating. This is driven by cash flow from
operations averaging TRY157 million (USD18 million) over 2021-2025,
which includes distributions from Zorlu Dogal in 2022-2023, average
capex of TRY159 million (USD19 million) and small dividend payments
starting from 2023. More rapid deleveraging, as currently
anticipated by management, may be positive for the ratings.

Small Renewable Energy Producer: Zorlu RES is a small renewable
energy producer operating across the territory of Turkey via Zorlu
Dogal (three geothermal (GPP) and seven hydro plants (HPP)), Zorlu
Jeotermal (one GPP) and Rotor Elektrik Uretim (one wind power plant
(WPP)). With an installed capacity of 559MW and generation volumes
of around 2.4 billion kWh annually, including 379MW and 1.8 billion
kWh at Zorlu Dogal, the group holds less than a 1% market share in
Turkey.

Reliance on GPP: Zorlu RES produces 70% of electricity volumes and
earns over 80% of revenue from GPP, which benefits from more stable
generation and lower dependence on weather conditions than solar or
wind plants. It is one of the leaders in a small, but fast-growing
geothermal sector in Turkey with a 19% share. Zorlu RES plans to
construct an additional 40MW of capacity, including 36.5MW GPP, by
2023.

Supportive Regulation: Around 80% of Zorlu RES's capacities
providing 94% of consolidated revenue in 2018-2020 benefitted from
Renewable Energy Support Mechanism (YEKDEM), a law that provides
fixed feed-in tariffs (FiTs) denominated in US dollars for 10
years. Assets under YEKDEM framework benefit from a lack of price
risk and low offtake risk as all renewable generation is purchased
by Energy Market Regulatory Authority. After 10 years, assets
switch to merchant-market terms and start selling at wholesale
prices in Turkish liras, which are 2x-3x lower than FiTs.

Rising Merchant Exposure: Fitch forecasts the share of FiT-linked
revenue to fall to 88% of consolidated revenue in 2021-2023, 78% in
2024-2025 and below 70% in 2026-2027 as FiTs for GPP capacity of
80MW, 45MW and 165MW expire in 2023, 2025 and 2027. This will
weaken the group's business and financial profiles due to
decreasing revenue visibility and rising FX mismatch. However,
rising merchant exposure will be gradual, which should give the
group sufficient time to adapt its business strategy and capital
structure. Zorlu RES will amortise around 40% of consolidated debt
by 2026, mitigating the increasing merchant exposure.

Positive Free Cash Flow (FCF): Fitch forecasts the deconsolidated
group to generate positive FCF starting from 2023 after completion
of several expansionary projects. This is backed by strong
profitability, a very low cost base and small maintenance capex
needs, supporting the credit profile. Fitch expects Zorlu Dogal's
EBITDA averaging USD125 million over 2021-2025 will mainly be
directed towards interest payments and amortisations of the
subsidiary's project-finance debt averaging USD41 million and USD81
million, respectively.

Challenging Operating Environment: The ratings incorporate FX
volatility and operating-environment risks in Turkey. A sharp fall
in Turkish lira of around 16% against the US dollar since the
replacement of the governor of the Central Bank on 20 March 2021
and prospects of an erosion in international reserves or severe
stress in the corporate or banking sectors create risks for the
stability of YEKDEM. A compromised YEKDEM could threaten the stable
US dollar-linked tariffs for renewable energy producers, for Zorlu
RES's business processes and for smooth currency conversion.

Part of a Larger Group: Zorlu RES is part of a larger Zorlu Enerji
Elektric Uretim AS (Zorlu Enerji) and, ultimately, Zorlu Holding.
Zorlu Enerji is present across the utility value chain in Turkey
and also has generating assets in Israel and Pakistan. Zorlu RES is
the largest part of the parent's business and the companies share
top management teams, treasury functions and Board of Director
members. Zorlu RES accounts for around 50% of Zorlu Enerji's
operating cash flow.

Standalone Profile Drives Rating: Zorlu RES's bondholders benefit
from covenants that will restrict dividend payments, loans to the
parent and other affiliate transactions. Fitch therefore views the
overall parent links as weak and focus Fitch's analysis on a
standalone Zorlu RES.

Final Notes Terms: The notes constitute the direct, general and
unconditional obligations of Zorlu RES and are guaranteed on a
joint and several basis by Zorlu Jeotermal and Rotor. The notes are
subordinated to existing and future debt at Zorlu Dogal, which is
not a guarantor. The proceeds are mostly being used to repay
certain financial debt at Rotor, Zorlu Jeotermal and Zorlu Dogal as
well as shareholder loans, and for capex. The notes assume two
amortisation payments of USD37.5 million each in 2024-2025 and a
bullet payment of USD225 million in 2026.

DERIVATION SUMMARY

Zorlu RES has a stronger business profile than Ukraine-based
renewable energy producer DTEK Renewables B.V. (B-/Stable) due to
lower counterparty risk of the renewable energy off-taker in Turkey
than in Ukraine, more established regulation, higher cash-flow
predictability and a stronger operating environment. Zorlu RES's
business profile also compares well with that of Uzbekistan-based
hydro power generator Uzbekhydroenergo JSC (UGE, B+/Stable, SCP
'b') on the back of a stronger regulatory framework with long-term
tariffs and better asset quality.

Zorlu RES lacks the size and scale of Russia-based electricity
generator Public Joint-Stock Company Territorial Generating Company
No. 1 (TGC-1, BBB/Stable, SCP 'bbb-'), which produces around half
of electricity from HPPs. TGC-1 also benefits from an established
capacity market in Russia with good revenue visibility and has
lower counterparty risk. Among Turkish peers, Zorlu RES has a
slightly weaker business profile than Enerjisa Enerji A.S. and
Baskent Elektrik Dagitim A.S. (both AA+(tur)/Stable) due to higher
cash-flow predictability of regulated electricity distribution than
Zorlu RES's mix of quasi-regulated FiT and merchant exposure.

Zorlu RES's financial profile is a rating constraint. Its leverage
and coverage ratios are much weaker than that of UGE, TGC-1,
Enerjisa and Baskent, but comparable to DTEK Renewables'. This is
partially offset by Zorlu RES's strong profitability and positive
FCF expectations, which should support deleveraging.

KEY ASSUMPTIONS

-- GDP growth in Turkey of 6.7% in 2021, 4.7% in 2022 and 4%
    annually in 2023-2025. Inflation of 14% in 2021, 10% in 2022
    and 9% in 2023-2025;

-- Electricity generation volumes 3%-5% below management
    forecasts for the next five years;

-- US dollar-denominated tariffs as approved by the regulator and
    merchant price increasing below CPI in Turkish lira for the
    next five years;

-- Operating expenses in Turkish liras to increase slightly below
    inflation rate until 2025;

-- Dividends received from Zorlu Dogal averaging USD8 million
    over 2022-2023;

-- Capex close to management forecasts for the next five years;

-- Dividend outflow of around 50% of pre-dividend deconsolidated
    FCF starting from 2023.

KEY RECOVERY RATING ASSUMPTIONS

-- For issuers with IDRs of 'B+' and below, Fitch performs a
    recovery analysis for each class of obligations of the issuer.
    The issue rating is derived from the IDR and the relevant
    Recovery Rating (RR) and notching, based on the going-concern
    enterprise value (EV) of the company in a distressed scenario
    or its liquidation value.

-- Zorlu RES would be a going concern (GC) in bankruptcy and that
    the company would be reorganised rather than liquidated.

-- A 10% administrative claim.

-- The assumptions cover the guarantor group only and includes
    Zorlu Jeotermal and Rotor Elektrik Uretim.

GC Approach

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

-- The GC EBITDA is estimated at around USD27 million;

-- An enterprise value (EV) multiple of 5x;

-- With these assumptions, Fitch's waterfall generated recovery
    computation (WGRG) for the senior secured notes is in the
    'RR4' band, indicating a 'B-' instrument rating. The WGRC
    output percentage on current metrics and assumptions was 41%.

RATING SENSITIVITIES

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

-- Improved financial profile with funds from operations (FFO)
    gross and net leverage below 6.5x and 5.5x, respectively, and
    FFO interest cover above 1.7x on a sustained basis.

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

-- Liquidity ratio falling below 1x;

-- Generation volumes well below current forecasts, a sustained
    reduction in profitability or a more aggressive financial
    policy leading to FFO gross and net leverage above 8x and 7x,
    respectively, and FFO interest cover below 1x on a sustained
    basis;

-- Disruption of payments from Energy Market Regulatory
    Authority, reduction of FiTs or cancellation of FiTs' hard
    currency linkage or assets switching to merchant price faster
    than assumed in the existing business plan.

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

The bond refinancing significantly improves the group's liquidity
profile in Fitch's deconsolidated scope with no debt maturities
over 2021-2023. Proceeds from USD300 million notes issuance are
mostly being used to refinance debt at operating companies, except
for the major part of Zorlu Dogal loan, and partially repay the
shareholder loan, with the conversion of the remainder into equity.
The remaining proceeds of around USD100 million are mainly being
used for expansion capex, removing the need to raise additional
debt for investments.

Zorlu RES's FX exposure will gradually become less balanced as the
share of US dollar-linked revenue falls to 88% in 2021-2023, 78% in
2024-2025 and below 70% in 2026. This will limit financial
flexibility and increasingly expose the group to a volatile USD/TRY
exchange rate.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Fitch's rating analysis focuses on Zorlu RES deconsolidating
    EBITDA and debt of Zorlu Dogal, but including dividends from
    Zorlu Dogal.

-- Other operating income and expenses are not part of EBITDA.

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.



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

ADEO CONSTRUCTION: Sold Out of Administration
---------------------------------------------
Business Sale reports that construction services and staffing firm
Adeo Construction Services has been successfully sold out of
administration by insolvency practitioner SFP.

Joint administrators David Kemp and Richard Hunt were appointed to
the firm on June 29, closing the sale to Adeo Global Consulting Ltd
just over a week later, Business Sale relates.

Adeo Construction Services had suffered from historic financial
difficulties and had been subject to a Company Voluntary
Arrangement (CVA), Business Sale discloses.  These struggles came
during a difficult period for the UK construction sector, with
numerous firms falling into administration, which in turn impacted
staffing providers like Adeo, Business Sale notes.

These difficulties were then exacerbated by the onset of the
Covid-19 pandemic, which led to the forced closing of construction
sites for several weeks, causing a major drop off in business,
Business Sale states.  The impact on Adeo's cashflow resulting from
this forced it into administration, according to Business Sale.


EAGLE MIDCO: EUR275MM Term Loan Add-on No Impact on Moody's B3 CFR
------------------------------------------------------------------
Moody's Investors Service has said that Eagle MidCo Limited's (Busy
Bees or the company) B3 corporate family rating, B3-PD probability
of default rating and the B3 ratings of the guaranteed first-lien
senior secured term loan B and GBP100 million guaranteed senior
secured first-lien revolving credit facility issued by Eagle Bidco
Limited are unaffected by the EUR275 million add-on. The outlook on
the ratings is stable.

Proceeds from the add-on, along with around GBP25 million of
shareholder funds and GBP12.6 million of ground rent proceeds will
refinance the company's planned acquisition of (1) Think Childcare,
the number five private player in Australia and (2) Provincial
Education Group, the number three player in New Zealand and (3)
small bolt-on acquisitions in the US, Italy and Australia.

RATINGS RATIONALE

The planned acquisitions will improve Busy Bees' business profile
because (1) they will result in larger scale with a 25% expansion
in the number of places to around 87,000 and (2) they will lead to
a more balanced and diversified global footprint across ten
countries and four continents, and less reliance on the UK market
with its proportion of reported EBITDA reducing to 51% from 66%.

Moody's adjusted gross debt / EBITDA for the last twelve months to
May 31, 2021, pro forma for the add-on and the expected EBITDA
contribution from the new acquisitions, is around the 7.5x level.

The planned add-on ranks pari-passu and is rated in line with B3
ratings of the existing TLB and RCF. All facilities are guaranteed
by the company's subsidiaries and benefit from a guarantor coverage
of not less than 80% of the group's consolidated EBITDA. The
security package includes a pledge over shares, bank accounts and
intercompany receivables and a floating charge over all material
operating subsidiaries.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Moody's has factored into its assessment the following social and
governance considerations.

Social considerations are related to demographic and societal
trends, as well as human capital. These are characterised mainly by
increased female participation in the workforce, changes in
demographics and changes in parents' preferences towards early
education as opposed to pure care. These trends support the
positive industry dynamics of the childcare and early education
segment.

Human capital is also a social consideration for Busy Bees because
high personnel turnover rates or salary inflation could negatively
affect the company's operating and financial performance.

Governance risks considered in Busy Bees' credit profile include
its ownership structure and the group's tolerance for leverage and
appetite for M&A.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to maintain good operating performance and maintain
leverage below the 7.5x level over the next 18 months.

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

Upward ratings pressure could develop if (1) revenue and EBITDA
margins improve on a sustained basis; (2) Moody's adjusted leverage
reduces sustainably toward 6x; and (3) Free Cash Flow generation
remains positive, with adequate liquidity.

Conversely, downward ratings pressure could develop if: (1) Moody's
adjusted leverage remains above 7.5x for a prolonged period; (2)
cash flow turns negative; or (3) liquidity weakens significantly.

PRINCIPAL METHODOLOGY

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

PROFILE

Headquartered in the UK, Busy Bees is a leading day nursery and
early education provider for infants and children under the age of
five. The company generated GBP446 million of revenues and adjusted
EBITDA of GBP106 million in 2020. The group generates much of its
revenue and most of its profits in the UK. Other regions of
operations include Asia (Singapore, Malaysia, Vietnam), Canada,
Australia, Ireland, the US, and Italy. As of December 2020, the
group operated a network of 660 nurseries together offering more
than 69,000 places. The company is owned by Ontario Teacher's
Pension Plan Board (63%), Temasek Holdings (Private) Limited (24%),
and management (13%).

EUROSAIL 2006-3: Fitch Affirms B Rating on Class E1c Notes
----------------------------------------------------------
Fitch Ratings has upgraded seven tranches of Eurosail 2006-1
(ES06-1) and Eurosail 2006-3 (ES06-3) and affirmed the rest. It has
also revised the Outlook on ES06-3 class D and E notes to Stable
from Negative.

     DEBT                     RATING          PRIOR
     ----                     ------          -----
Eurosail 2006-1 Plc

Class B1a 29880BAG4    LT  AAAsf   Affirmed   AAAsf
Class B1c 29880BAJ8    LT  AAAsf   Affirmed   AAAsf
Class C1a 29880BAK5    LT  AA+sf   Upgrade    AA-sf
Class C1c 29880BAM1    LT  AA+sf   Upgrade    AA-sf
Class D1a 29880BAN9    LT  BBBsf   Upgrade    BBB-sf
Class D1c 29880BAQ2    LT  BBBsf   Upgrade    BBB-sf
Class E XS0253576630   LT  BB-sf   Upgrade    B+sf

Eurosail 2006-3 NC Plc

B1a XS0271946054       LT  AAAsf   Affirmed   AAAsf
C1a XS0271946484       LT  AA-sf   Upgrade    A+sf
C1c XS0271946641       LT  AA-sf   Upgrade    A+sf
D1a XS0271946724       LT  BBB-sf  Affirmed   BBB-sf
D1c XS0271947029       LT  BBB-sf  Affirmed   BBB-sf
E1c XS0271947375       LT  Bsf     Affirmed   Bsf

TRANSACTION SUMMARY

The transactions comprise UK non-conforming and buy-to-let (BTL)
mortgage loans originated by Southern Pacific Mortgages Limited and
Southern Pacific Personal Loans Limited (formerly wholly owned
subsidiaries of Lehman Brothers).

KEY RATING DRIVERS

Increasing Credit Enhancement Drives Upgrades

Fitch expects both transactions to continue amortising
sequentially. Pro-rata amortisation has been halted by a breach in
the 90 days plus arrears trigger. Fitch does not expect this
trigger to be cured. This also mitigates that ES06-1 does not have
a 10% switch back to sequential payments trigger.

The prolonged sequential amortisation of both transactions has
allowed significant credit enhancement (CE) to accumulate across
all notes, providing greater resilience and resulting in today's
upgrades. CE on the most senior notes in each transaction has now
increased to 67.8% and 63.4% for ES06-1 and ES06-3, respectively,
from 60% and 56.8% at the last review.

Payment Holidays Decline; New Arrears Stabilising

The Outlook change reflects reduced risks of significant collateral
underperformance versus Fitch's expectations. Payment holidays (PH)
levels have declined materially since the last review in August
2020, as at June 2021 representing less than 1% across both
transactions. The reduction in PH has also not resulted in a
significant rise in new arrears. The relaxation of the majority of
pandemic restrictions is likely to support asset performance in
both pools and limit further deterioration. In ES06-1, late-stage
arrears saw an increase of 2.8% in since last review while
late-stage arrears in ES06-3 were flat. This increase is expected
to be temporary as it is linked to the moratorium on
repossessions.

Coronavirus-related Assumptions

Fitch applied coronavirus assumptions to the mortgage portfolio
(see EMEA RMBS: Criteria Assumptions Updated due to Impact of the
Coronavirus Pandemic). The combined application of revised 'Bsf'
representative pool weighted average foreclosure frequency (WAFF)
and revised rating multiples resulted in a 'Bsf' multiple to the
current FF assumptions of 1.2x and 1.1x for the owner-occupied
sub-pools in each transaction and 1.2x for the BTL sub-pool for
ES06-1. The coronavirus assumptions had no impact at 'AAAsf' for
any sub-pool, as the corresponding rating assumptions for higher
ratings are already meant to withstand more severe shocks.

RATING SENSITIVITIES

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

-- Sustained improvement in asset performance manifested in
    declines in arrears and defaults could lead to reductions in
    expected FF and increased CE. This would provide the potential
    for rating upgrades of the notes. Fitch tested an additional
    rating sensitivity scenario by applying a decrease in the FF
    of 15% and an increase in the recovery rate (RR) of 15%, which
    could result in upgrades of up to six notches in both
    transactions.

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

-- Further deterioration in the performance of the mortgage pools
    could be caused by declines in economic activity and a
    withdrawal of government support schemes.

-- Additionally, the current ratings may be sensitive to the
    resolution of the Libor-rate exposure on both the underlying
    mortgages and the notes. For example if a material basis risk
    is introduced or if the net asset yield is materially lower
    then ratings may be negatively affected.

-- A 15% increase in WAFF and a 15% decrease in WARR would result
    in downgrades of up to six notches.

BEST/WORST CASE RATING SCENARIO

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

CRITERIA VARIATION

A criteria variation was applied to the back-loaded defaults
distribution in the cashflow modelling analysis conducted for
ES06-1. This criteria variation was necessary as the remaining
maximum maturity of loans in the BTL sub-pool of ES06-1 was shorter
than the standard timeframe used in Fitch's back- loaded defaults
distribution (defaults applied between month 1 - 180 from cut-off).
The back-loaded defaults distribution was therefore shortened by
one month (defaults occurring up to month 179). This criteria
variation had no impact on the ratings.

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
pools and the transactions. Fitch has not reviewed the results of
any third- party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

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

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

ESG CONSIDERATIONS

ES06-1 and ES06-3 have an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the pools
exhibiting an interest-only maturity concentration of legacy
non-conforming owner-occupied loans of greater than 20%, which has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

ES06-1 and ES06-3 have an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to a
significant proportion of the pools containing owner-occupied loans
advanced with limited affordability checks , which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

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.

GREENSILL CAPITAL: Cameron Showed Lack of Judgment, Says Report
---------------------------------------------------------------
BBC News reports that David Cameron showed a "significant lack of
judgement" in the way he lobbied the government on behalf of
Greensill Capital, a report has found.

According to BBC, the Treasury committee also questioned the former
prime minister's judgement on the financial health of the
now-collapsed lending firm.

The report comes after Mr. Cameron was found to have lobbied for
Greensill by sending texts to the chancellor, BBC notes.

Mr. Cameron, as cited by BBC, said he acted in good faith but there
were "lessons to be learnt".

The Treasury committee said that while Mr. Cameron did not break
the rules over lobbying by former ministers, there was a "good case
for strengthening them", with the current ones offering
"insufficient strength", BBC relates.

The committee concluded Mr. Cameron's "less formal means" to lobby
the government to help Greensill, where he was an advisor, were
"aided by his previous position of prime minister", BBC discloses.

At the start of the coronavirus pandemic the government said it
would back loans to large companies struggling in lockdown, BBC
recounts.

Greensill Capital, which has since collapsed, made seven loans
totalling GBP350 million to companies owned by Sanjeev Gupta's
business empire, GFG Alliance, which included Liberty Steel, the
UK's third-largest steel manufacturer which employs 3,000 people,
BBC relays.

It was revealed in March, that when advising Greensill, the former
prime minister texted Conservative ministers within the Treasury to
appeal for access to emergency loans for the finance firm, but the
requests were rejected, BBC notes.

Mr. Cameron has been cleared of breaking any rules over his
lobbying, however critics have continued to question his access to
ministers, BBC relays.

According to BBC, the Treasury committee said the "central
argument" for Greensill's attempt to gain access to government
support was "more of a sales pitch than a reality".

The committee acknowledged Treasury officials and ministers behaved
properly in their handling of Mr. Cameron's lobbying, and "took the
right decision" in preventing Greensill from accessing the Covid
Corporate Financing Facility, BBC discloses.

However, they added members were "very surprised" by the Treasury's
claim that Mr. Cameron's former position had no meaningful effect
on how Greensill's application for access to the CCFF was dealt
with, BBC notes.

"Mr. Cameron was an ex-prime minister, who had worked with those he
was lobbying and had access to their mobile phone numbers," BBC
quotes the committee as saying.

"The committee believes that the Treasury's unwillingness to accept
that it could have made any better choices in how it engaged in
this case is a missed opportunity for reflection."


ITHACA ENERGY: Fitch Affirms 'B' LT IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed Ithaca Energy Ltd.'s (Ithaca) Long-Term
Issuer Default Rating (IDR) at 'B' and removed it from Rating Watch
Negative (RWN). The Outlook is Stable. Fitch has also assigned the
upcoming USD625 million notes to be issued by Ithaca Energy (North
Sea) Plc and guaranteed by Ithaca an expected senior unsecured
rating of 'B+(EXP)' with a Recovery Rating of 'RR3'. The proceeds
will be used to refinance Ithaca's existing notes. The final rating
is subject to the receipt of final documentations conforming to
information already reviewed.

While the credit profile of Delek Group, Ithaca's 100% parent,
remains vulnerable in view of its weak liquidity and fairly high
debt load, the group has managed to significantly reduce debt over
the last year through a series of disposals and equity
transactions. Also, following the refinancing, Delek will receive
USD250 million from Ithaca in repayment of a shareholder loan.
Fitch believes that Ithaca's credit documentation is robust with
sufficient ring-fencing and should prevent Delek from upstreaming
substantial cash from Ithaca, based on distributions conditions and
as evidenced by fairly modest distributions made to the parent
since it started experiencing liquidity issues. This has resulted
in Ithaca's rating affirmation and RWN removal.

The rating of Ithaca reflects its lower proved reserves than
peers', and potential acquisitions to replenish reserves and
maintain a stable production profile over the long term. Rating
strengths are low leverage, a strong hedging position and sound
standalone liquidity.

KEY RATING DRIVERS

Stabilising Production, High Costs: Because many of Ithaca's assets
are beyond their mid-life point, the medium-term production profile
of the company will largely depend on its capex programme and
potential acquisitions. Fitch assumes Ithaca's production to remain
within 60-65 thousand barrels of oil equivalent per day (kboe/d) in
2021-2024. Ithaca's cost position of USD16/boe in 2020 is fairly
high though typical for the United Kingdom Continental Shelf
(UKCS), and could put the company at a disadvantage in a
consistently low oil-price environment.

Strong Hedging Position: In 2020, Ithaca's cash flow generation was
strongly supported by hedging arrangements, which added USD373
million to revenue. In 2021, Ithaca is likely to incur losses with
regard to its swap arrangements given those are currently
out-of-the money; however, its operating cash flow and free cash
flow (FCF) will remain robust. Its hedging strategy should protect
the company in times of financial stress, even though forward oil
prices are now lower than spot prices and hedging may prove less
efficient than in 2020.

Low Leverage: Fitch expects Ithaca's leverage to remain
conservative. Fitch's rating case assumes that its reserve-based
lending (RBL) facility will be gradually paid out though Fitch
believes that it can also be used for acquisitions. Fitch forecasts
Ithaca's funds from operations (FFO) net leverage to remain
comfortably below 2x in 2021-2024.

Low Proved Reserves: Ithaca's low proved (1P) reserve life ratio of
five years is mitigated by the proved and probable (2P) reserve
life of eight years and a strong financial profile. This is not
unusual in the UKCS given the basin's ageing characteristics. Fitch
expects Ithaca to replenish reserves organically and through
acquisitions. Ithaca's recently sanctioned Captain EOR Stage 2
project should be positive for the company's ability to replenish
reserves and maintain a stable production profile in the medium
term.

High but Long-Term Decommissioning Obligations: Ithaca's
decommissioning liabilities at end-2020 were high at USD1.1 billion
(net of the decommissioning reimbursement from Chevron), or
USD5.5/boe per 2P reserves (Aker BP: USD3.3/boe; Neptune Energy:
USD2.7/boe). The majority of its decommissioning-related cash
outflows are expected after 2026 and are tax-deductible. They are
not added to debt, but deducted from projected operating cash flow
as they are being incurred.

Delek's Financial Restructuring: Israel-domiciled Delek has repaid
all of the bank debt, as previously agreed with the creditors,
aided by selective disposals and equity transactions. Its
liquidity, however, remains weak; as at 1 July 2021, Delek's
projected two-year principal and interest payments were NIS3.7
billion (about USD1.15 billion). Delek is planning to meet its
obligations through a series of transactions, including shareholder
loans and dividends from Ithaca (around NIS820 million), an equity
transaction in Ithaca (around NIS1 billion), equity financing and
disposals.

Ring-Fencing Mechanism: Fitch believes that Ithaca's credit
documentation limits Delek's ability to extract high dividends and
other distributions from the subsidiary, which is evident in the
limited dividends paid by Ithaca in 2020-1H21 (USD135 million).
Ithaca is planning to amend and extend its RBL and refinance its
USD500 million bond, and based on the draft documentation Fitch
believes that the restrictions present in the existing
documentation will largely remain in place.

Planned Refinancing: Ithaca is planning to repay the largest part
of its shareholder loan to Delek (USD250 million), subject to
successful refinancing, but any further distributions would be
subject to the 1.3x incurrence net debt covenant test (defined
broadly in line with net debt/EBITDAX), and other tests. Ithaca is
not allowed to provide intra-group loans or guarantee external debt
based on its RBL and bond documentation, or attract material new
debt.

ESG Influence: Ithaca has an ESG Relevance Score of '4' for 'Waste
and Hazardous Materials Management; Ecological Impacts' due to high
decommissioning liabilities. Because of the high decommissioning
obligations, Fitch applies a 3.5x multiple in Fitch's recovery
analysis.

DERIVATION SUMMARY

Ithaca's scale, measured by the level of production (currently
about 66kboe/d in 2020), is broadly in line with that of Kosmos
Energy Ltd (B/RWN) and Seplat Petroleum Development Company
(B-/Positive). However, Ithaca's absolute level of proved reserves
is lower than that of Kosmos and Seplat, which results in a weaker
1P reserve life of five years. This is mitigated by Ithaca's
forecast low leverage and strong FCF generation capacity over
Fitch's four-year forecast horizon, as well as adequate 2P reserve
life of eight years.

KEY ASSUMPTIONS

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

-- Average production: 62kboe/d over 2021-2024;

-- Brent: USD63/bbl in 2021, USD55/bbl in 2022, USD53/bbl in
    2023-2024;

-- Capex of around USD245 million per year in 2021-2024;

-- Dividends: USD20 million in 2021; USD200 million in total over
    2023-2024;

-- No cash taxes in 2021-2024 due to Ithaca's favourable cash tax
    position.

Key Recovery Analysis Assumptions:

-- Fitch's recovery analysis is based on a going-concern (GC)
    approach, which implies that Ithaca will be reorganised rather
    than liquidated in a bankruptcy.

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

-- Ithaca's going-concern EBITDA reflects Fitch's view on EBITDA
    generation without any hedging, assumed oil-price decline to
    USD40/bbl followed by a modest recovery, yielding an average
    GC EBITDA of about USD420 million.

-- A 3.5x multiple reflects the declining profile of Ithaca's
    production assets and the decommissioning obligation
    associated with them.

-- Fitch treats RBL as senior to unsecured notes in the
    waterfall.

-- Based on Ithaca's existing capital structure (assuming the
    borrowing base of USD1,100 million (effective as at end-2020)
    to be fully utilised) and after a deduction of 10% for
    administrative claims, Fitch's waterfall analysis generated a
    waterfall generated recovery computation (WGRC) for the
    existing USD500 million senior unsecured notes, which are to
    be repaid, in the 'RR4' band, indicating a 'B' instrument
    rating. The WGRC output percentage on current metrics and
    assumptions is 45%.

-- Based on the expected capital structure (assuming the
    borrowing base of USD925 million following the RBL extension
    to be fully utilised) and after a deduction of 10% for
    administrative claims, Fitch's waterfall analysis generated a
    WGRC for the upcoming USD625 million senior unsecured notes in
    the 'RR3' band, indicating an expected 'B+(EXP)' instrument
    rating. The WGRC output percentage on these metrics and
    assumptions is 64%.

RATING SENSITIVITIES

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

-- Consistently improved reserve life (e.g. 1P consistently at or
    above five years) while maintaining a conservative financial
    profile.

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

-- Adverse change in financial policies or practices, including
    the parent successfully upstreaming significant amounts of
    cash from, or taking other measures that negatively affect
    Ithaca;

-- Inability to replenish proved reserves and/or production
    falling consistently below 50kboe/d;

-- FFO net leverage consistently above 3.5x

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Strong Standalone Liquidity: Ithaca's standalone liquidity is
strong. The company has substantial liquidity buffers for both 2021
and 2022, mainly due to its strong projected FCF. Fitch views the
re-determination risk of its RBL as low, given the facility is not
fully utilised. Ithaca's planned RBL extension and notes
refinancing should further improve the company's liquidity
position.

ISSUER PROFILE

Ithaca is an exploration and production company focusing on the
North Sea. The company's 2020 output stood at 66kboe/d, mainly
coming from assets bought by Ithaca from Chevron in 2019.

ESG CONSIDERATIONS

Ithaca has an ESG Relevance Score of '4' for 'Waste & Hazardous
Materials Management; Ecological Impacts' due to high
decommissioning obligations, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

Fitch has revised Ithaca's ESG Relevance Score for 'Group
Structure' to '3' from '4' as Delek's weak liquidity has not, and
Fitch believes will not, negatively affect Ithaca's credit
profile.

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.

ITHACA ENERGY: Moody's Affirms B1 CFR & Rates New $625MM Notes B3
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 senior unsecured rating
to Ithaca Energy (North Sea) plc's proposed $625 million senior
unsecured notes due 2026; concurrently, Moody's has affirmed Ithaca
Energy Limited's (Ithaca, the company) B1 corporate family rating
and B1-PD probability of default rating. The rating outlook on the
two entities remains stable.

The $625 million proposed issuance, along with $175 million of
drawings under the Reserves Based Lending facility (RBL), will be
used to redeem in full the $500 million senior unsecured notes due
in July 2024 and to partially repay the $250 million Subordinated
Shareholder Loan treated as 100% equity under Moody's Hybrid Equity
Credit, Cross-Sector Rating Methodology.

RATINGS RATIONALE

The rating action balances the increase in leverage as a result of
the $250 million reduction of the Shareholder Loan, as a
combination of principal and accrued interests repayments, and
reduced liquidity against (1) the moderate Moody's adjusted
leverage of 1.7x for the last twelve months ending March 2021,
which is materially below the historical level and which Moody's
anticipates to remain broadly stable at the end of 2021 and well in
line with the guidance for a B1 rating and (2) Moody's expectation
that the Company should generate positive free cash flow under a
range of commodities price assumptions, which will be mainly used
to reduce debt and underpin its liquidity profile.

In the last twelve months ending March 2021, despite the severe
downturn in the oil and gas market, Ithaca achieved a Moody's
adjusted EBITDA of $644 million and an average daily production of
approximately 64 kboepd. This was supported by a material hedge
book, put in place in the context of the CNSL acquisition completed
in November 2019, which provided significant protection to
operating cash flow generation.

Looking ahead, Moody's expects Ithaca's production to moderately
decline to 60-65 kboepd compared to around 66 kboepd in 2020, given
the maturing reserves and the delayed drilling activity as a
consequence of the pandemic. Assuming $55 per barrel for Brent, 48
pence per therm for NBP gas and unit opex cost of around $15 per
boe, Ithaca should generate annual EBITDA of around $800 million in
2021-2022, taking into account the group's current hedge book. With
capex projected to average around $260 million p.a. in 2021-2022
driven by the Captain EOR Stage 2 project, Moody's expects Ithaca
to generate a cumulative free cash flow (FCF) of around $550
million over the period. It should be able to pay down $220 million
drawings under the RBL and reduce leverage as measured by adjusted
total debt to EBITDA to 1.5x by the end of 2022. This should
provide Ithaca the financial flexibility to pursue further organic
and inorganic growth opportunities in order to sustain future
production without departing from its prudent policy of keeping
leverage at or below 2.0x through the cycle. However, Moody's
highlight that the company will likely use a part of its free cash
flow for shareholders distributions, although the terms governing
distributions in the senior notes indenture limit any dividend
payment to $135 million in the near term.

The B1 rating also reflects the enhanced scale and diversity of
fields following the CNSL acquisition, even though 100% focused on
the mature UK North Sea. However, this is tempered by the
relatively short 2P and 1P reserve life of 8.6 years and 5.6 years
respectively exhibited by Ithaca, which will need to successfully
leverage its existing infrastructure in order to convert relatively
low risk contingent resources to reserves and sustain its
production profile. Moody's also highlights the presence of
significant abandonment and decommissioning liabilities of $1.4
billion that, although they will result in small cash outflows over
the next few years, will likely become increasingly relevant in the
medium term, limiting the company's free cash flow generation and
the capacity to incur further financial debt.

LIQUIDITY

Despite the liquidity headroom under the RBL facility reducing to
$230 million from $305 million as a result of the transaction,
Moody's continues to consider Ithaca Energy's liquidity as
adequate. As part of a holistic debt refinancing exercise, Ithaca
will extend the maturity of its RBL facility to June 2026 from
April 2024 while reducing the total commitments to $1.225 billion
(including $300 million of availability for letters of credit) from
$1.65 billion. Following the refinancing, Ithaca will not have any
maturing debt until October 2024, when the RBL will start
amortizing.

At closing of the transaction, Ithaca should have approximately
$245 million of liquidity headroom including cash and undrawn RBL
debt availability, as the recently sanctioned Captain EOR Stage 2
project resulted in an increased Borrowing Base amount compared to
the latest RBL redetermination.

In addition, Moody's expects Ithaca to generate operating cash flow
of around $600 million over the next 12 months, which will be more
than sufficient to cover estimated capital spending of $250 million
and to fund some bolt-on M&A transactions, while continuing to
increase its liquidity headroom over time.

STRUCTURAL CONSIDERATIONS

Moody's assumes a group recovery rate of 50%, resulting in a PDR of
B1-PD, in line with the CFR, as is typical of capital structures
consisting of a mix of secured and unsecured debt.

Ithaca's major borrowings, which consist of the $1.225 billion RBL
facility and the proposed $625 million senior notes due 2026, are
guaranteed by essentially all of its producing subsidiaries. The B3
rating assigned to the senior unsecured notes, two notches below
the CFR, reflects the substantial amount of secured liabilities
outstanding under the RBL facility, which ranks ahead of the senior
notes within the capital structure.

The notes are senior unsecured guaranteed obligations but are
subordinated in right of payment to all existing and future senior
secured obligations of the guarantors, including their obligations
under the RBL facility, which is secured by first ranking fixed and
floating charges over all the assets of the borrower and the
guarantors under the facility.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Ithaca will
generate sizeable free cash flow in the next few years, which it
will use primarily to reduce debt and underpin its liquidity
profile. Moody's also expects that Ithaca will continue to manage
conservatively its balance sheet, securing a substantial part of
its production with commodity hedges, and keeping its leverage as
measured by adjusted total debt to EBITDA below 2 times on a
sustainable basis.

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

While unlikely at this juncture, a rating upgrade would require
that Ithaca (i) further strengthens its resource base so that it
can lift its production above 100 kboepd and proved reserve life
into the high single digits on a sustained basis; (ii) keeps
leverage moderate with adjusted total debt to EBITDA below 1.5x;
and (iii) maintains a solid liquidity profile.

Conversely, the ratings could come under pressure should Ithaca
fail to (i) maintain adequate liquidity and headroom under its RBL
facility; (ii) generate sufficient free cash flow to maintain
Moody's adjusted gross leverage below 2.5x; (iii) use some of the
financial headroom to invest into developing new resources in order
to sustain its production profile and maintain an adequate reserve
life. In addition, Moody's highlights that any material weakening
of Delek's credit profile may have an effect on Ithaca's rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

COMPANY PROFILE

Ithaca Energy Limited is a UK-based independent exploration and
production company with all its assets and production in the United
Kingdom Continental Shelf (UKCS) region of the North Sea. The
company's growth strategy is focused on the appraisal and
development of undeveloped discoveries while maximizing production
from its existing asset base. In the last twelve months ending
March 2021, Ithaca's production averaged 64kboepd (63% liquids) and
the company achieved a Moody's adjusted EBITDA of $644 million.

JTF MEGA: Enters Administration After Sale Attempt Fails
--------------------------------------------------------
Business Sale reports that JTF Mega Discount Warehouse has fallen
into administration after a potential buyer pulled out of a deal to
acquire the business at the last minute.

According to Business Sale, the discount chain, which requires
customers to join as members and has 12 outlets in retail parks
across the Midlands and north of England, says it will continue to
seek a buyer.

The company was acquired by current chairman Arthur Harris in
January 2020, saving it from entering administration at the time,
Business Sale recounts.  In the first four months of ownership, the
new leadership cut the firm's annual overheads by around GBP2.5
million and successfully tackled its GBP7 million debt burden,
returning it to profitability, Business Sale relays.

However, plans to take the business forward were disrupted by the
Covid-19 pandemic, Business Sale notes.  Despite remaining open
during lockdowns due to its classification as an essential
retailer, the pandemic dramatically impacted two of JTF's biggest
seasonal periods: fireworks sales around Bonfire Night and the
Christmas sales, Business Sale states.

JTF sold a wide array of discount items, including home and garden
furniture, toys and health and beauty products, Business Sale
discloses.  Over recent weeks, its stores had been undertaking
clearance sales, in which stock was reduced by 50%, before closing,
Business Sale relates.

The closures were said to be temporary measures ahead of a
relaunch; however, these plans appear to have fallen through with
the withdrawal of the unnamed buyer, Business Sale notes.  JTF's
500 staff, who were initially placed on furlough when stores
closed, have now been made redundant, Business Sale discloses.

According to the chain's most recently available accounts at
Companies House, to the year ending March 24 2019, its fixed assets
were valued at GBP1.5 million, while current assets stood at
GBP10.8 million, Business Sale states.

In the same period, the company registered a post-tax loss of
around GBP2.8 million on turnover of GBP64.3 million, Business Sale
discloses.


MCLAREN HOLDINGS: Moody's Hikes CFR to Caa1, Outlook Now Stable
---------------------------------------------------------------
Moody's Investors Service has upgraded McLaren Holdings Limited's
corporate family rating to Caa1 from Caa2, and its probability of
default rating to Caa1-PD from Caa2-PD. Concurrently, Moody's
assigned a Caa1 instrument rating to the new USD620 million
guaranteed senior secured notes due 2026, issued by McLaren Finance
PLC. The outlook has been changed to stable from negative.

The proceeds of the new USD620 million guaranteed senior secured
notes are mainly being used to refinance existing debt, including
the existing 2022 notes, and improve the liquidity profile. Upon
repayment, Moody's would expect to withdraw the existing ratings on
the 2022 notes.

RATINGS RATIONALE

The upgrade reflects McLaren Holdings Limited's progress in
addressing its liquidity and capital structure over recent months,
including the expected notes issuance. More specifically, various
transactions including the sale of a minority stake in McLaren
Racing, the sale and leaseback of key fixed assets, the additional
investment from new and existing shareholders and expected notes
issuance improve McLaren's liquidity profile, reduce its gross debt
burden, extend the maturity profile and reduce investment needs.

Following the transactions of which the sale and leaseback as well
as the McLaren Racing minority stake sale already completed in
recent months, Moody's-adjusted debt will reduce by around a
quarter. The debt reduction also reflects continued shareholder
support, who provided GBP540 million of investments since 2017 not
considering the new expected investments of GBP550 million in the
overall group. In addition, the company's debt maturity profile
will mostly consist of the new notes and new revolving credit
facility (RCF) due only by 2026. Pro-forma for the transaction,
McLaren has cash balances of GBP328 million as of March 2021 as
well as access to the undrawn committed RCF.

These positive developments are partly balanced by the extended
path towards restoring revenue and profits to pre-pandemic levels
and achieving a positive free cash flow profile. There has been
some progress, for example regarding dealership destocking, with
some volume, revenue and profit improvement expected in 2021 as
well as plans to lower new model development costs. However,
Moody's-adjusted metrics such as Debt/EBITDA are likely to remain
weak for several years. In addition, an at least initially
continued and visibly negative free cash flow continues to weigh on
the rating and a sustained improvement in the cash flow profile is
needed to avoid future liquidity pressures. The rating also
reflects the increased complexity of the group's structure and the
small scale and limited financial strength compared with most of
its competitors as well as continued reliance on a few core
models.

The transactions lead to greater complexity of the overall group
structure, including at the ultimate holding company McLaren Group
Limited above the restricted group. Around 50% of heritage cars by
value remain outside the restricted group of the new notes at
McLaren Holdings Limited, but form part of the RCF's security and,
while there is no direct cross default to McLaren Group Limited,
certain technical events of default under the RCF may also apply to
McLaren Group Limited as a third party security provider.

Moody's also considers that a link between McLaren Holdings Limited
and McLaren Racing remains through the McLaren brand, despite
McLaren Racing now being majority-owned by McLaren Holdings
Limited's parent McLaren Group Limited. Any detrimental impact on
the brand outside the restricted group could also affect McLaren
Holdings Limited. Lastly the complexity of McLaren Group Limited's
capital structure increases through the additional preference
shares and convertible preference shares from the new investments.
The company is also contemplating a partial or full sale of McLaren
Applied, although that division is currently not contributing to
profits.

The Caa1 for the new notes is aligned with the corporate family
rating at Caa1, because the notes are the predominant part of the
debt capital structure. However, the sizeable super senior RCF
relative to the notes also provides for some subordination in the
event of enforcement. Moody's also considers the security package
of the new notes as weak in light of the recent comprehensive sale
and leaseback of key fixed assets, the use of some working capital
financing and because only half of remaining heritage cars by value
are retained within the restricted group of the new notes following
completion of the transactions. McLaren Services Limited, the owner
of McLaren intellectual property and the brand, will be a guarantor
of the notes.

Nevertheless, the ratings continue to reflect positively the
company's strong market position as a designer and manufacturer of
high performance luxury super- and hypercars; strong brand
recognition and pricing power underpinned by the company's
historical racing prowess as well as the track record of successful
model launches in recent years; customer diversification across
multiple geographies with a focus on high net worth individuals;
and better revenue visibility than other auto manufacturers given
its focus on the higher price segment of the market.

RATING OUTLOOK

The stable outlook reflects the improved liquidity and maturity
profile of the company as well as Moody's expectation of some
improvement in performance in 2021.

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

Positive pressure could arise should McLaren demonstrate
improvements in volume and profitability resulting in
Moody's-adjusted debt/EBITDA improving towards 7.0x on a sustained
basis and a sustained positive free cash flow profile (after
interest and capex), also considering an adequate liquidity
profile. Conversely, negative pressure on the rating and outlook
could arise should McLaren fail to progress sufficiently towards
the recovery of volumes and profitability. A lack of improvements
in free cash flow resulting in a deteriorating liquidity profile
could also create negative pressure and so could increases in debt.
Signs of reduced shareholder support could also weigh on the
ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automobile
Manufacturers published in May 2021.

COMPANY PROFILE

McLaren Holdings Limited is a holding company for the McLaren Group
Limited's Automotive segment, which manufactures luxury cars for
sale. McLaren is a private company albeit with a diversified
shareholder base. The majority investor remains Bahrain Mumtalakat
Holding Company B.S.C. In the fiscal year 2020, McLaren generated
GBP671 million of revenue excluding McLaren Racing.

S4 CAPITAL: Moody's Assigns First-Time Ba3 Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 corporate family
rating and a Ba3-PD probability of default rating to S4 Capital plc
("S4 Capital"). Concurrently, Moody's has assigned a Ba3 rating to
the proposed EUR375 million guaranteed senior secured term loan B
to be issued by S4 Capital LUX Finance S.a r.l., and GBP100 million
guaranteed senior secured revolving credit facility to be issued by
S4 Capital 2 Ltd and co-borrowed by subsidiaries including S4
Capital Acquisitions 1 Ltd., S4 Capital Acquisitions 2 Ltd., S4
Capital Acquisitions 3 B.V.; and S4 Capital US Holdings LLC. The
outlook is stable for all entities.

The proceeds from the proposed debt, after repaying the group's
existing debt of GBP87 million, will be used to fund general
corporate purposes including future investments and mergers.

"The Ba3 CFR reflects S4 Capital's solid EBITDA growth prospects
supported by the fast-growing digital marketing industry trends. We
believe S4 Capital is well-placed to deliver on its business plan
of doubling revenues and EBITDA organically over 2021-2023 driven
by its differentiated business model and an experienced management
team, although competition in the industry remains intense," says
Gunjan Dixit, Vice President -- Senior Credit Officer and lead
analyst on S4 Capital.

"While S4 Capital has a relatively short operating history, it has
adopted a fairly conservative financial policy whilst implementing
its merger-led growth strategy. It has a strategy of funding M&A
transactions using 50% cash and 50% equity. We expect a moderate
Moody's-adjusted gross debt/EBITDA of around 4.2x for S4 Capital at
the end of 2021 with a healthy cash buffer to fund future add-on
merger transactions. Such credit metrics and cash buffer provide a
partial offset to the event/ integration risks related to future
M&A transactions", adds Ms. Dixit.

RATINGS RATIONALE

S4 Capital's Ba3 CFR positively reflects (1) its strong growth
potential of doubling revenues and EBITDA organically over
2021-2023 supported by its differentiated business model with a
unitary structure providing a full suite of digital, content and
data-driven services; (2) industry leading revenue growth; (3)
limited negative impact to the pace of revenue and EBITDA growth
during the Covid-19 outbreak, as acceleration of digitalization has
been supportive; (4) strong growth fundamentals for digital
advertising industry, although increasing data privacy measures to
pose challenges and opportunities; (5) established client
relationships (particularly in the fast growing technology segment)
with an expanding client base; and (6) well defined financial
policy with a maximum net leverage threshold of 1.5x-2.0x and a
policy of funding all merger transactions via 50% equity and 50%
cash.

Nevertheless, the CFR also considers (1) the company's relatively
small scale of operations and limited track record (although
Moody's does take into consideration that its two key mergers --
MediaMonks and MightyHive have been in operation since 2001 and
2012 respectively); (2) the company's ability to retain talent and
maintain strong relationships with its clients/ suppliers; (3)
concentration in the Americas and with its key client Google
(Alphabet, Inc. (Aa2 stable)) accounting for 71% and 20% of 2020
revenues, respectively (albeit diversified across a large number of
separate engagements); (4) ability to continue finding merger
opportunities at attractive multiples and to integrate them
successfully; (5) dependence of the pace of de-leveraging on merger
transactions (price, EBITDA contribution) and (6) key man risk with
reliance on Sir Martin Sorrell, although the experienced management
team provides a reasonable degree of offset.

S4 Capital is building a new age disruptive business with a unitary
structure providing a full suite of digital, content and
data-driven services. Its business model is constructed by fully
integrating businesses with industry leading talent in two practice
areas: Content Practice (led by MediaMonks) and Data and Digital
Media (led by MightyHive). Since its formation in 2018, the company
has grown strongly organically and through 23 mergers. In 2020, the
company's pro-forma (adjusted for mergers completed during the year
for the full 12 months) gross profit (defined as revenue exclusive
of third party costs re-charged to clients where S4 acts as
principal) and pro-forma operating EBITDA grew by 24% and 31% to
GBP369 million and GBP85 million, which further increased to GBP444
million and GBP98 million in the last twelve month ended April 30,
2021 on a pro-forma basis.

S4 Capital has built a solid growth traction with its customer base
(38% growth in 2020), with over 50% client exposure to the
technology sector which is materially higher than traditional
agencies'. While Google is S4 Capital's largest client accounting
for 20% of its revenues in 2020, S4 Capital has a medium-term
target to reach over 20 clients producing over USD20 million in
revenues or 'Whoppers' as called by the company. The company
expects to gain three more Whopper clients in 2021 than originally
budgeted, reaching a total of eight. Moody's views that this
exposure to technology clients supports its
higher-than-industry-average growth prospects because both share of
technology companies in global advertising budgets and share of
digital marketing are fast growing. As such, Moody's expects a
continued strong organic growth of 22%-25% in S4 Capital's gross
profits and reported operating EBITDA over 2021-23. Beyond 2023,
the very strong pace of organic revenue growth could gradually
decelerate once digital advertising market growth begins to plateau
after reaching to account for around 70% of the total advertising
market compared to around 59% in 2020.

The digital advertising market is large but highly competitive. S4
Capital competes with (1) the Big-4 agency holding companies
[Omnicom Group, Inc. (Baa1 stable), WPP Plc (Baa2 stable), Publicis
Groupe S.A. (Baa2 stable) and Interpublic Group of Companies, Inc.
(The) (Baa2 stable)]; (2) the large consulting firms such as
Accenture plc (Aa3 stable), and International Business Machines
Corporation (A2 stable); and also (3) smaller digital content and
data and digital agencies such as Oliver, DEPT, Croud, Jellyfish,
Adswerve and technology agencies such as Globant, Epam and Endava.
Thus far, S4 Capital has demonstrated visibly stronger revenue
growth versus these peers while maintaining healthy EBITDA
margins.

S4 Capital currently does not see itself at risk of
disintermediation by the large digital platforms namely Facebook,
Amazon.com, Inc. (A1 stable), and Google. However, as the top three
platforms control a larger part of the advertising market, clients
will be incentivized to go direct. Advice from a platform agnostic
services company will still remain valuable given clients buy
across all platforms and tech platforms do not produce content. As
MightyHive advises clients on how to in-house, this trend will
prove beneficial for S4 Capital. Google, the key customer of S4
Capital, has announced that third-party cookies would be blocked in
Chrome by 2023. S4 does not own any technology which relies on
third-party cookies although certain services offered by MightyHive
(such as programmatic audience activation, dynamic creative) are
built to some extent on top of third-party cookie. Third-party
cookies are one of many inputs into programmatic advertising and as
they disappear they will be replaced or balanced out by the other
inputs such as first party and zero party data. Helping clients
navigate these changes is an opportunity for S4 Capital. Moody's
recognizes that the company is also working on developing targeting
and measurement approaches independent of cookie-based approaches
for use on multiple bidding and measurement platforms.

S4 Capital's goal is to buy fast growing companies (20-25% revenue
growth prospects) that add to their business and geographic
competencies at 1-2x revenue multiple and 5-10x EBITDA. While
Moody's views that this valuation is somewhat optimistic, S4
Capital's management team have generally achieved this in their 23
transactions to date and believe that they are able to attract such
accretive deals because of the unique opportunities they offer. S4
Capital's M&A strategy is to acquire 100% of the equity and avoid
earn-outs, paying 50% in S4 Capital's stock and 50% cash. While the
company has demonstrated good early track record of integrating
mergers, Moody's cautiously takes into consideration the risks
associated with company's continued ability to select attractive
assets at reasonable prices and integrate them in a timely and
successful manner.

After the incurrence of the EUR375 million (GBP315 million) of term
loan and the refinancing of GBP87 million of outstanding debt, the
company's reported net leverage will stand at -0.38x based on a
pro-forma operational LTM April 2021 EBITDA of GBP98 million. The
company will have a healthy cash balance of GBP353 million at
transaction closing.

Moody's expects the company's gross leverage (Moody's adjusted and
post IFRS16) to be around 4.2x at the end of 2021 (after adjusting
the debt for 50% of outstanding deferred consideration as it will
be settled in cash and the rest with equity; and adjusting the
EBITDA to deduct the share-based compensation and M&A related
costs). Besides organic EBITDA growth and healthy free cash flow
generation, future de-leveraging pace would depend upon the
company's ability to find attractive merger targets and to
integrate the mergers successfully. S4 Capital's clearly defined
financial policy of a maximum reported net leverage ratio of
1.5x-2.0x supports Moody's view that the company will strive to
maintain leverage (Moody's-adjusted) commensurate with the Ba3 CFR
while executing its M&A strategy.

Sir Martin Sorrell's reputation is highly valuable to S4 Capital,
but his influence carries meaningful 'key-man' risk. Sir Martin has
a controlling B Share which gives him certain enhanced rights over
the control of S4 Capital. Moody's nevertheless takes good comfort
from the rest of S4 Capital's management team which seems well
experienced and competent.

ESG CONSIDERATIONS

Companies in this industry, such as S4 Capital, have overall low
direct business exposure to environmental risks and moderate
exposure to social risks, such as cyber risks, including
vulnerability to data breaches. Customer trends towards increasing
digitalization are overall positive for fully digital set-ups like
S4 Capital.

S4 Capital is a publicly listed company but Sir Martin Sorrell has
a controlling B Share which gives him certain enhanced rights over
the control of S4 Capital such as no executives within the group
are appointed or removed without his consent and no shareowner
resolutions are proposed (save as required by law) or passed
without his consent. The Board comprises seven executive directors,
eight independent members, including Sir Martin Sorrell acting as
Executive Chairman. The composition of the Board does not conform
with generally accepted best practice of 75% being independent.
Nevertheless, Moody's believes this risk is somewhat balanced with
strong industry experience of the senior management team.

LIQUIDITY

S4 Capital's liquidity profile is good. The company's cash on
balance as of December 31, 2020 was GBP131.8 million, excluding
escrow accounts and restricted cash. Additionally, per the
transaction, the company will have proceeds from Term Loan B
issuance of EUR375 million (GBP315 million), of which GBP87 million
will be used to repay existing debt. The company will also have
access to a GBP100 million committed, undrawn revolving credit
facility (RCF) as of closing of the transaction. These cash sources
are enough to cover the company's needs and will support its
discretionary mergers or investments. Moody's expects the company
has no other near-term maturities following the transaction. The
RCF will benefit from a springing financial covenant under which
the company will maintain adequate headroom.

STRUCTURAL CONSIDERATIONS

The PDR is aligned with the CFR, reflective of a 50% recovery
assumption. Company's debt will be secured by a floating charge
over all assets in customary jurisdictions, share pledges,
intercompany receivables and bank accounts, and guaranteed by
operating subsidiaries accounting for 88% of the Consolidated
EBITDA. Moody's has, therefore, ranked all of the company's debt
highest in the priority of claims, together with the company's
trade claims followed by lease rejection claims and contingent
considerations. As a result, the Ba3 ratings on the term loan B and
RCF is in line with the CFR.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will remain focused on implementing its growth plan of doubling
revenues and EBITDA organically over 2021-23. The outlook also
factors in some execution risks pertaining to the company's merger
strategy.

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

Upward rating pressure will build over time as the company (1)
demonstrates a track record of organic and inorganic revenue and
EBITDA growth that helps expand its scale and quality of
operations; and (2) maintains a conservative financial policy such
that Moody's adjusted Gross Debt/ EBITDA is maintained sustainably
below 3.0x together with healthy free cash flow generation.

Downward rating pressure is likely if (1) the company fails to
deliver on its growth plan and struggles to find attractive merger
opportunities and/ or (2) it loosens its financial policy to
accommodate expensive merger targets such that Moody's adjusted
Gross Debt/ EBITDA rises sustainably above 4.0x and/ or its
liquidity profile weakens meaningfully.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

S4 Capital plc, a new age digital and marketing services company,
was formed in May 2018 by Sir Martin Sorrell, following his
departure from WPP Plc (Baa2 stable) in April 2018. S4 Capital
merged with MediaMonks (founded in 2001), a digital content
production company, in July 2018 before listing on the London Stock
Exchange in September 2018. In December 2018, S4 Capital concluded
the merger with MightyHive, a US programmatic company founded in
2012, thereby establishing its two main business divisions -- (1)
Content Practice: that creates and produces digital creative
marketing content across all digital media channels; and (2) Data
and Digital Media: a global leader in advanced marketing and
advertising technologies, providing consulting and media operations
services.

SEADRILL LTD: Assets Attract Potential Buyers
---------------------------------------------
David French at Reuters reports that Noble Corp and a consortium
that includes Transocean Ltd and Dolphin Drilling are competing to
acquire the assets of Seadrill Ltd, the bankrupt offshore oil
driller controlled by Norwegian-born tycoon John Fredriksen, people
familiar with the matter said on July 20.

Seadrill is trying to emerge from its second U.S. Chapter 11
bankruptcy in four years: like many in the industry, it expanded
its drilling rigs too aggressively in the mid-2010s to withstand a
subsequent plunge in energy prices and rig hire rates, Reuters
relates.  It is negotiating a deal to restructure its more than
US$7 billion debt pile in exchange for handing company control to
its creditors, Reuters discloses.

According to Reuters, any acquisition offer would have to provide
more value to the creditors involved than the restructuring plan
under negotiation.  For buyers, acting now means they could scoop
up all Seadrill's assets without taking on any of its debt pile,
Reuters notes.

The sources, as cited by Reuters, said consortium comprising
Transocean, Dolphin Drilling and a third party, whose identity
could not be learned, lodged a bid for Seadrill in early-July.

According to Reuters, one of the sources said the offer consists of
cash, shares in Transocean and an agreement to take on some of
Seadrill's existing debt.  Its value could not be learned, Reuters
notes.

The source added the bid is still under consideration by the
company, Reuters relays.

Noble submitted a bid in May for the company's asset base,
according to a July 1 bankruptcy court filing, Reuters recounts.
According to Reuters, while the document shows the offer was
discussed by the company and its advisers, it did not detail the
result of those considerations.

According to Reuters, one of the sources said Noble, which itself
emerged from bankruptcy in February, remains interested in pursuing
that bid.

In a statement to Reuters, Seadrill said it recognized the need for
consolidation within the industry and would play an active role,
once its restructuring was completed later this year, Reuters
relates.

                        About Seadrill Ltd.

Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) --
http://www.seapdrill.com/-- is a deepwater drilling contractor
providing drilling services to the oil and gas industry. As of
March 31, 2018, it had a fleet of over 35 offshore drilling units
that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up
rigs.

On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection
after reaching terms of a reorganization plan that would
restructure $8 billion of funded debt. It emerged from bankruptcy
in July 2018.

Demand for exploration and drilling has fallen further during the
COVID-19 pandemic as oil firms seek to preserve cash, idling more
rigs and leading to additional overcapacity among companies serving
the industry.

In June 2020, Seadrill wrote down the value of its rigs by $1.2
billion and said it planned to scrap 10 rigs.  Seadrill said it is
in talks with lenders on a restructuring of its $5.7 billion bank
debt.

Seadrill Partners LLC, a limited liability company formed by
deep-water drilling contractor Seadrill Ltd. to own, operate and
acquire offshore drilling rigs, along with its affiliates, sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on
Dec. 1, 2020, after its parent company swept one of its bank
accounts to pay disputed management fees. Mohsin Y. Meghji,
authorized signatory, signed the petitions.

On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore
Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2
Limited, and Asia Offshore Rig 3 Limited sought Chapter 11
protection.  Seadrill GCC estimated $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.

Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code with the Court. The lead case
is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427).

Seadrill Limited disclosed $7.291 billion in assets against $7.193
billion in liabilities as of the bankruptcy filing.

In the new Chapter 11 cases, Kirkland & Ellis LLP is counsel for
the Debtors.  Houlihan Lokey, Inc., is the financial advisor.
Alvarez & Marsal North America, LLC, is the restructuring advisor.
The law firm of Jackson Walker L.L.P. is co-bankruptcy counsel. The
law firm of Slaughter and May is co-corporate counsel.
Advokatfirmaet Thommessen AS is serving as Norwegian counsel.
Conyers Dill & Pearman is serving as Bermuda counsel.  Prime Clerk
LLC is the claims agent.



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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

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