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

                          E U R O P E

          Thursday, September 9, 2021, Vol. 22, No. 175

                           Headlines



A U S T R I A

SCHUR FLEXIBLES: Moody's Gives B2 CFR, Rates EUR475MM Term Loan B2
SCHUR FLEXIBLES: S&P Assigns Preliminary 'B' ICR, Outlook Stable


D E N M A R K

SGLT HOLDING: S&P Alters Outlook to Stable, Affirms 'B' Rating


F R A N C E

AIR FRANCE-KLM: Egan-Jones Keeps CCC Senior Unsecured Ratings
TECHNICOLOR SA: Moody's Affirms Caa2 CFR, Alters Outlook to Pos.


G E R M A N Y

WIRECARD AG: Deka Investment Files Damages Claim


I R E L A N D

NORDIC AVIATION: Mulls Restructuring Options Amid Creditor Talks
SOUND POINT VI: Fitch Assigns B-(EXP) Rating to Class F Tranche


L U X E M B O U R G

ORION ENGINEERED: S&P Assigns 'BB' Rating to Secured Term Loan B


N E T H E R L A N D S

E-MAC PROGRAM II: Fitch Affirms B+ Rating on Class D Notes


R U S S I A

MEGAFON PJSC: Fitch Affirms Then Withdraws 'BB+' IDR


S W I T Z E R L A N D

ZEROMAX: EY Switzerland Faces Scrutiny Over Audits


U N I T E D   K I N G D O M

ATOM MORTGAGE: Moody's Assigns (P)Ba2 Rating to GBP52.7MM E Notes
CS WIND: Enters Administration, Put Up for Sale
NEWDAY PARTNERSHIP 2017-1: Fitch Affirms B+ Rating on Cl. F Notes
PINNACLE BIDCO: Fitch Affirms B- LT IDR, Alters Outlook to Stable
TOWER BRIDGE 4: Moody's Hikes Rating on GBP7MM Class F Notes to B1

TWIN BRIDGES 2021-2: Moody's Assigns (P)Ba3 Rating to Cl. X1 Notes
WRW CONSTRUCTION: Owes Creditors Nearly GBP30 Million

                           - - - - -


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A U S T R I A
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SCHUR FLEXIBLES: Moody's Gives B2 CFR, Rates EUR475MM Term Loan B2
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Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability of default rating to German flexible
plastic packaging manufacturer Schur Flexibles GmbH ("Schur" or the
"company"). Concurrently, Moody's has assigned a B2 rating to the
EUR475 million backed senior secured term loan B due 2028 and to
the EUR100 million senior secured revolving credit facility (RCF)
due 2027, both to be borrowed by Schur. The outlook is stable.

Proceeds from the backed senior secured term loan B will be used to
refinance existing debt, repay the subordinated loan provided by
B&C Group, the new shareholder that will own 80% of the company's
shares at completion, and purchase minority shares in its Greek
subsidiary and pay associated transaction fees. The capital
structure also includes a EUR100 million RCF, undrawn at closing,
and EUR50 million of debt at local subsidiaries.

"The B2 rating reflects Schur's limited scale and geographic focus
compared with its global competitors and rated peers in the context
of a highly competitive industry with low growth prospects, its
exposure to volatile raw material prices, the high opening
leverage, and the risk of potential volume reduction over the
medium term owing to sustainability targets of regulators and
customers," says Donatella Maso, a Moody's Vice President -- Senior
Analyst, and lead analyst for Schur.

"The rating also reflects the company's attractive market position
as a vertically integrated regional player with a broad footprint
and focus on SMEs, the presence in stable end-markets, its
moderately diversified customer base, its track record of
profitability improvement, our expectation for positive free cash
flow generation from 2022 and an adequate liquidity profile," adds
Ms Maso.

RATINGS RATIONALE

The B2 CFR assigned to Schur reflects the company's attractive
market position as a vertically integrated pan European player with
a range of in-house capabilities along the value chain including a
polymer sourcing division. The company focuses on SMEs (85% of 2020
revenues) and benefits from a broad footprint consisting of 23
production plants both in Western and Eastern Europe in close
proximity to its clients allowing to deliver small batches at short
lead times.

The rating is also supported by the company's moderately
diversified customer base of around 2,500 clients, and its exposure
to relatively stable end markets such as food, pharma and tobacco
with a marginal negative impact from the pandemic. The 10 largest
clients represent 25% of 2020 pro forma revenue, albeit with some
concentration in the tobacco and pharma sectors.

While Schur's pro forma revenues grew by only 1.6% over the period
2018-2020, the company significantly increased its EBITDA due to
the achievement of EUR17.8 million of cost synergies through
several optimization projects including the closure of 4 plants,
procurement savings and the integration of acquired businesses.

The B2 rating is constrained by the company's limited scale and
geographic focus compared to its global rated peers in the context
of the highly fragmented and competitive nature of the plastic
packaging industry where innovation and cost control remain key
factors to protect volumes and profitability margins. The rating
also reflects its exposure to low growth or stagnating end markets
partially offset by the company's presence in higher growth niche
segments and specialties; its exposure to fluctuations in raw
material prices, mainly plastic resins, albeit this is largely
mitigated by the fact that the SME customer base (representing 70%
of clients) are on spot contracts and by the company's vertical
integration into polymer sourcing.

The B2 rating also reflects the elevated opening leverage of 6.5x
calculated on last twelve months ending June 2021 EBITDA and pro
forma for the new capital structure and the contribution of two
acquisitions closed in 2021, Sidac S.p.A. and Termoplast S.r.l..
However, Moody's expects Schur to be able to improve its earnings
and reduce its leverage to around 6.0x by the end of 2022 owing to
end-market recovery following the pandemic, improved product mix
and the completion of several cost optimisation projects as well as
the integration of the two recently acquired entities.

While Schur generated negative free cash flow (on a Moody's
adjusted basis) in 2018 and 2019 primarily due to higher
investments in footprint and integration projects, and it is
anticipated to be negative in the current year, the rating agency
expects that free cash flow will turn positive in 2022.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Moody's has factored into Schur's rating the environmental and
social considerations associated with waste and pollution and
demographic and societal trends that negatively affect plastic
packaging manufacturers. The company could face volume losses or
higher costs in the medium-term from the overall anti plastic
sentiment across various stakeholders including consumers,
regulators, FMCG companies and retailers, which may require further
investments in new technologies or substrates. However, around
90-95% of Schur's product portfolio already complies with the 2030
regulatory targets and for certain applications there are no
alternatives due to the high barriers offered by plastic
packaging.

In terms of governance, Schur is majority owned by the B&C Group, a
holding company owned by a foundation which invests in Austrian
companies. While B&C's portfolio companies display moderate
leverage and the new owner is committed to reduce leverage
supporting a potential listing over the medium-term, Moody's notes
that Schur's historical growth has been fueled by acquisitions.
Although the rating does not incorporate any debt-funded
acquisitions, Moody's expects the company to assess acquisition
opportunities as they arise, for example, to expand into new
geographies, complement its product portfolio or acquire new
technologies. Any transaction could be, at least partly, debt
funded, posing an event risk and leading to a deviation in the
deleveraging profile.

LIQUIDITY

Moody's considers Schur's liquidity position to be adequate for its
near-term requirements. This is underpinned by (1) approximately
EUR31 million of cash at closing; (2) EUR100 million of undrawn RCF
due in 2027; (3) positive free cash flow from 2022 driven by an
improvement in working capital and lower capital expenditures of
around EUR40 million per annum; and (4) lack of material debt
maturities until 2028 when the backed senior secured term loan B is
due. The debt facilities carry a maintenance springing covenant
(net leverage ratio) which has been set with 40% headroom to the
opening leverage ratio which will be tested on a quarterly basis
when drawings under the RCF exceed 40%.

STRUCTURAL CONSIDERATIONS

The CFR has been assigned to the German entity Schur Flexibles GmbH
("Schur"), the top entity of the restricted group. However, the
entity providing consolidated audited financial statements on a go
forward basis will be the Austrian entity Schur Flexibles Holding
GesmbH ("SF Holding"). The B2 rating reflects, among other things,
Moody's expectation that there will not be material differences
between the financial statements of Schur and those of SF Holding,
other than the rated debt. In the absence of an ongoing obligation
to provide an audited reconciliation between the financial position
of Schur and SF Holding, the rating is based on the expectation
that Moody's will receive audited standalone audited financial
statements for Schur.

The company's PDR of B2-PD is in line with the CFR reflecting
Moody's assumption of a 50% family recovery rate as customary for
an all loan capital structure with no maintenance covenants. The B2
instrument rating assigned to the EUR475 million backed senior
secured term loan B due 2028 and to the EUR100 million senior
secured RCF due 2027 are also in line with the CFR since they
represent most of the debt in the capital structure.

The debt facilities will be primarily secured by share pledges, a
security package that Moody's sees as weak and equivalent to an
unsecured capital structure. The debt will be guaranteed by
material subsidiaries representing not less than 75% of the group
EBITDA.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that the company will be
able to delever to around 6.0x by the end of 2022 supported by
positive volume trends and the successful achievement of the cost
synergies from various optimization projects. The stable outlook
also assumes that the company will not lose any material customer,
it will not engage in material debt-funded acquisitions or
shareholder distributions and there will be not materially adverse
regulatory measures affecting the company within the rating
horizon.

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

Positive pressure on the ratings is unlikely in the near term,
however it could develop if (1) the company continues to improve
its EBITDA margin, (2) its Moody-adjusted debt/EBITDA trends toward
4.5x; (3) its free cash flow to debt rises above 5% on a
sustainable basis, (4) while maintaining an adequate liquidity
profile.

Negative pressure on the ratings could arise if (1) the company's
operating performance is strained, leading to declining EBITDA
margins; (2) the company fails to delever to around 6.0x by the end
of 2022; and (3) liquidity materially deteriorates. Negative
pressure could also arise in case of material debt-funded
acquisitions.

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: Schur Flexibles GmbH

Probability of Default Rating, Assigned B2-PD

LT Corporate Family Rating, Assigned B2

BACKED Senior Secured Bank Credit Facility, Assigned B2

Senior Secured Bank Credit Facility, Assigned B2

Outlook Actions:

Issuer: Schur Flexibles GmbH

Outlook, Assigned Stable

COMPANY PROFILE

Headquartered in Wiener Neudorf, Austria, Schur is a leading
European manufacturer of flexible packaging products for specialty
markets in consumer packaging. The company supplies its products to
a broad customer base including food (66%), tobacco (14%), hygiene
& pharma (11%), and films specialties (9%) end market segments. It
operates 23 production sites across 12 European countries with more
than 2,000 employees.

Schur's majority shareholder is B&C Group with 80% share while
private equity firm Lindsay Goldberg Vogel has a 20% share.

For the last twelve months to June 2021, Schur generated pro forma
revenue of approximately EUR600 million and EBITDA of EUR100
million, as adjusted by Moody's.

SCHUR FLEXIBLES: S&P Assigns Preliminary 'B' ICR, Outlook Stable
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S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to flexible packaging maker Schur Flexibles GmbH and
its preliminary 'B' issue rating to the proposed term loan B. The
recovery rating on the senior secured term loan B is '3',
indicating its expectation of meaningful recovery (rounded
estimate: 50%) in the event of a payment default.

S&P said, "The stable outlook reflects our expectation of S&P
Global Ratings adjusted leverage of about 5.7x and modest cash flow
generation, supported by adjusted EBITDA margins of 16% and strong
organic growth.

"We expect Schur's adjusted EBITDA margins to remain stable at
around 16% in the near term, as the smaller size of the business
remains a rating constraint."

Schur's adjusted EBITDA margin improved to around 16% in 2020 due
to polymer procurement savings, geographical footprint
rationalizations, favorable changes in product mix, and additional
sales volumes. The rating remains constrained by Schur's limited
scale of operations, however. The flexible packaging market is
highly fragmented and competitive. Schur is the fourth-largest
flexible packaging producer in Europe, with a market share of
around 3%. It is smaller and less geographically diverse than the
top three European players: Amcor PLC, Mondi PLC, and Constantia
Flexibles.

Schur has some raw material price exposure, mainly to resin. In
about 70% of sales, the company has no resin price exposure, as
input costs are directly passed through to end customers. The
remaining 30% of sales contracts stipulate resin price pass-through
mechanisms (quarterly adjustments), where Schur is able to pass on
price increases with a typical industry time lag of three-to-six
months. The purchasing power of its polymer trading division (which
purchases around twice the volumes that Schur consumes) generally
results in lower resin prices than smaller peers.

Despite weaker free operating cash flow (FOCF) in 2021, Schur will
continue to generate strong FOCF from 2022. After strong adjusted
FOCF generation in 2020, Schur Flexibles is likely to generate
limited FOCF in 2021 (less than EUR5 million) primarily due to
working capital swings, as a shortage of raw materials has caused a
temporary spike in inventory levels. Thereafter, S&P expects modest
FOCF generation of more than EUR20 million, supported by growth in
EBITDA and moderate working capital swings.

S&P said, "Our assessment of the group's financial risk profile
reflects our expectation of adjusted debt to EBITDA of about 5.7x
at year-end 2021, following the refinancing transaction. We expect
adjusted leverage will decline to about 5.5x in financial year (FY)
2022, driven by solid organic revenue and EBITDA growth. We have
not assumed any acquisitions but do not rule out opportunistic
bolt-on acquisitions.

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

Outlook

S&P said, "Despite weak FOCF generation in 2021, the stable outlook
reflects our expectation that Schur will generate modest positive
FOCF from 2022 onward.

"We expect leverage of about 5.7x in FY2021 and 5.5x in FY2022,
supported by strong organic growth and modest positive FOCF
generation.

"We might lower the rating if Schur's operating performance
deteriorates or if the company adopts a more-aggressive financial
policy, such that adjusted debt to EBITDA rises above 7.5x for a
prolonged period or if Schur generates negative FOCF for a
sustained period.

"An upgrade is unlikely within the next year, but we could raise
the rating in the longer term if the company deleverages to below
5x on a sustained basis and demonstrates that it is committed to a
less aggressive financial policy and achieve higher EBITDA
margins."




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D E N M A R K
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SGLT HOLDING: S&P Alters Outlook to Stable, Affirms 'B' Rating
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S&P Global Ratings revised its outlook on SGLT Holding I LP to
stable from negative, and affirmed its 'B' rating.

S&P said, "We also affirmed the 'B' rating on SGLT's senior secured
notes, factoring the planned add-on, and maintained the '4'
recovery rating on the notes, indicating our expectation of average
recovery (30%-50%; rounded estimate: 40%) in the event of default.

"The stable outlook signals our view that SGLT's credit metrics
will stabilize in 2022, with adjusted leverage sustainably
improving to below 7x and cash interest cover remaining around 2x.

"We have revised our business risk profile assessment to weak from
vulnerable because SGLT's larger scale, scope, and EBITDA base make
it less susceptible to high-impact and low-probability events. We
forecast that SGLT's adjusted EBITDA will almost double to $80
million-$85 million in 2021 from $48 million in 2020, thanks to the
contributions from recent contract wins and acquired profitable
companies." Among others, SGLT received large orders on behalf of
various aid and humanitarian organizations like the United Nations
and UNICEF, thanks to its long-term expertise and an established
presence as the global leading provider of tailor-made multi-modal
solutions in challenging regions, such as areas of armed conflict,
natural disasters, landlocked countries, and countries with poor
infrastructure. Accounting for 10%-15% of SGLT's revenue, these
operations are not the largest revenue contributor, but they are
recurring in nature and we understand that they generate
above-average returns.

Organic and external growth will continue in 2022, given sound
industry prospects and further acquisitions announced by SGLT.
Expanding scale of operations in the highly fragmented logistics
industry should normally provide some competitive advantages and
result in less-volatile earnings. SGLT has completed 15 bolt-on
acquisitions since 2017, deepening its value chain in its home
markets (North America and the Nordics), expanding its global
geographic coverage in Europe and Asia-Pacific, and securing new
customers and cross-selling opportunities. The mergers and
acquisitions (M&A) strategy also aims to increase entrenchment with
existing large international clients that value SGLT's ability to
deliver complex multi-staged logistics solutions across the globe.
S&P understands that SGLT's acquisition targets are mainly
relatively small but well-established and profitable players, which
involve low integration costs and quick on-boarding.

S&P said, "SGLT is issuing additional debt to fund expansion, but
we expect its leverage ratio will gradually improve and stabilize
below 7x. Growth through acquisitions remains a key strategic
priority for the shareholders and the company. After the EUR150
million senior secured notes' issuance earlier this year (of which
about EUR58 million were used for refinancing), the company just
raised EUR40 million in PIK notes and intends to issue EUR75
million of additional secured notes, thus considerably increasing
its reported debt. According to our base case, SGLT's reported debt
will surge to $600 million at end-2021 from about $350 million at
end-2020. An equity injection of $35 million will complement the
new debt issuance, which limits debt accumulation somewhat. We
understand that the proceeds are earmarked for several identified
acquisitions, funding the working capital swings, and boosting
SGLT's cash position. We forecast that EBITDA contribution from
acquisitions and good organic growth prospects in the currently
flourishing logistics sector will enable the company to strengthen
its credit metrics, despite higher debt, such that adjusted debt to
EBITDA will fall to below 7x by end-2022, the level that we view as
commensurate with a 'B' rating.

"SGLT's underlying performance remains good this year and we
continue to foresee EBITDA expansion. After a largely stable 2020,
the wider logistics sector has continued to perform well in 2021 as
demand for freight transportation has remained strong. SGLT's
resilient top-line performance was also partly attributable to its
very diverse customer base, with only limited correlation between
individual customers and end industries along with contract wins in
aid and humanitarian logistics projects. With the urgent need for
vaccination worldwide, we understand this segment is witnessing
substantial growth boosted by the ongoing COVID-19 pandemic. We
note, however, that operating margins have reduced slightly owing
to delays in passing on the shipping- and air-freight rates that
have been trending at historical highs since mid-2020. SGLT's
reported gross profit margin weakened to about 14% in in the first
half of 2021 from about 17% a year earlier. At the same time,
EBITDA (after special items) increased by 40% in the first half of
2021 year on year to reach $35 million. We forecast that EBITDA
growth will accelerate in the second half of 2021 to reach $80
million-$85 million in 2021 (versus $48 million in 2020) supported
by the contribution from the integrated acquisitions and newly
acquired companies in the reminder of 2021, along with lower
special items than $17 million incurred in 2020.

"We continue to forecast positive FOCF (after lease payments) of up
to $10 million in 2021, amid high working capital needs. In 2020,
FOCF after lease payments was $15 million but it was boosted by $18
million of positive working capital inflow, which we think might
reverse at end-2021, at least partially. We consider SGLT's
sustained FOCF generation underpinned by low capital expenditure
(capex) needs, which is typical for an asset-light logistics
services provider, as a supporting rating factor. That said, SGLT
faced a large working capital outflow of about $70 million during
the first half of 2021 because of a substantial spike in freight
rates and constrained cargo capacity, which led to shorter payment
terms with cargo space providers, while SGLT aims to secure and
prepay capacity in advance. We anticipate the high freight rate
environment will stay until at least the end of 2021, and therefore
we expect the company will optimize the payment cycle and allow at
least some working capital release before then. We also note that
although SGLT's EBITDA will benefit from newly gained contracts
with the humanitarian organizations, these often require
substantial front-loaded working capital investments, which might
further pressure the company's working capital performance.

"The stable outlook reflects our expectation that SGLT's credit
metrics will stabilize with adjusted debt to EBITDA sustainably
improving to below 7x and cash interest cover remaining at about
2x."

S&P would take a negative rating action if:

-- SGLT's EBITDA generation (pro forma acquisitions) significantly
underperforms our base case, hampering the anticipated
stabilization in adjusted debt to EBITDA at below 7x;

-- Its FOCF (after lease payments) turns significantly negative
without any prospects to recover quickly; and

-- Its funds from operations (FFO) cash interest cover falls under
2x on a sustained basis.

This could happen due to unforeseen operational setbacks, such as
the loss of a few key customers and reduced demand from existing
clients. Aggressive external growth initiatives involving large new
debt not compensated for by corresponding growth in earnings or
unexpected material shareholder remuneration could also spur a
negative rating action.

S&P could also downgrade SGLT if the company's liquidity position
deteriorates.

S&P said, "We view an upgrade over the next 12 months as unlikely
since SGLT's financial sponsor ownership and acquisitive track
record preclude sustained financial leverage reduction. However, we
could consider raising the rating in the medium term if the company
demonstrates a prudent financial policy and maintains reduced
leverage long term. In this respect, we would need to see adjusted
debt to EBITDA falling and remaining well below 5x, while also
supported by the owners' commitment to maintain a financial policy
that would sustain such an improved ratio long-term."



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AIR FRANCE-KLM: Egan-Jones Keeps CCC Senior Unsecured Ratings
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Egan-Jones Ratings Company, on August 30, 2021, maintained its
'CCC' foreign currency and local currency senior unsecured ratings
on debt issued by Air France-KLM. EJR also maintained its 'C'
rating on commercial paper issued by the Company.

Headquartered in Tremblay-en-France, France, Air France-KLM offers
air transportation services.




TECHNICOLOR SA: Moody's Affirms Caa2 CFR, Alters Outlook to Pos.
----------------------------------------------------------------
Moody's Investors Service has affirmed the Caa2 corporate family
rating and Caa2-PD probability of default rating of Technicolor
S.A. ("Technicolor", "the company" or "the group"). Concurrently,
Moody's has upgraded the rating of Technicolor S.A.'s $141.5
million and EUR453.6 million senior secured bank credit facilities
to Caa3 from Ca. At the same time Moody's affirmed the Caa1 rating
of the $119.8 million senior secured term loan raised by
Technicolor USA, Inc. and the EUR349.7 million guaranteed senior
secured notes raised by Tech 6. The outlook on all ratings of
Technicolor, Technicolor USA, Inc. and Tech 6 has been changed to
positive from stable.

RATINGS RATIONALE

The change of the outlook to positive and the affirmation of
Technicolor's Caa2 CFR and Caa2-PD PDR recognises recent
improvement in the company's financial performance with increased
profitability and rapid deleveraging despite a challenging market
environment. The rating action further takes into consideration
Moody's expectation that over the next 12-18 months Technicolor
will continue to expand its Moody's-adjusted EBITDA and free cash
flow (FCF) generation driven by solid demand for creative visual
content, ongoing strong demand for broadband connection in North
America and Eurasia and cost savings from its restructuring
programme, which have already been bearing fruits in 2020 and first
half of 2021. This expectation increases the likelihood that the
company will continue its deleveraging trajectory through 2022 to
below 7.0x-7.5x Moody's-adjusted debt/EBITDA. However, further
positive rating action depends on FCF generation supporting a
strengthening of the group's liquidity position, which is still
slim in the context of historically volatile working capital
movements and tight covenant headroom.

As of end-June 2021, Technicolor's Moody's-adjusted leverage
dropped sharply to 16.3x from 44.0x as of end-2020 as a result of
EBITDA expansion. After hitting a trough in Q2 2020 as a result of
the pandemic, the company's EBITDA accelerated in H2 2020 and
increased almost two-fold compared with H1 2020, mostly driven by a
significant improvement in the profitability of DVD Services as a
result of the cost-restructuring actions. In H1 2021, Technicolor
managed to almost double its company-adjusted EBITDA compared to
the same period of 2020, despite a 5% shortfall in revenue, which
was mostly related to sales underperformance of Connected Home
(CH). Although the demand for broadband connection was very strong,
CH experienced key components (semiconductor and memory chips)
shortages, which according to the company, resulted in lost
revenues of about EUR150 million (or 10% on annualized basis in
that business segment). Consolidated earnings increase was a result
of the increased activities of Technicolor Creative Studios (TCS),
the group's most profitable segment; coupled with cost savings
across the board from the ongoing restructuring programme. The
company managed to improve its profitability across all its
businesses, including CH, despite significant inflationary
pressures on key components. This was achieved with Technicolor's
ability to pass through the majority of the inputs cost increase
onto its customers, better customer mix and management's focus on
quality of final products decreasing obsolescence adjustments and
warranty provisions.

Over the next 12-18 months, the rating agency expects Technicolor
to continue deleveraging to below 7.0x-7.5x Moody's-adjusted
debt/EBITDA because of its EBITDA expansion while Moody's-adjusted
debt will slightly increase due to PIK capitalisation. In the most
lucrative TCS segment, revenue will grow by strong double digits in
2021 and 2022, with 95% of the project pipeline (excluding
advertising which has a short business cycle) secured by contracts
for 2021 and more than a half for 2022, while advertising activity
is also expected to remain strong. CH's revenue will rebound in
2022 after being flat or slightly lower than in 2020 because of key
components shortages. However, consolidated revenue is not expected
to grow back to the pre-pandemic 2019 level at least until 2023.
Moody's-adjusted profitability will gradually grow over the next
12-18 months as Technicolor continues to realise its cost saving
and related restructuring expenses, which amounted to EUR86 million
(excluding related impairment charges) in 2020, phase out to below
EUR20 million in 2022. The group's FCF is expected to turn modestly
positive in 2022 after being deeply negative in 2019-21. This will
be driven by completion of supplier payment terms normalisation
cycle, which was launched in 2020, and further supported by EBITDA
increase. The downside risks to the agency's forecast reside with
the future evolvement of the key component's crisis, the company's
ability to secure the planned level of supply and pass the majority
of the further cost increase onto its customers.

The Caa2 rating continues to be supported by Technicolor's (1)
strong market position in the core TCS business; (2) leading market
shares in CH and DVD Services; (3) complementary geographical
footprint and customer portfolio; and (4) good growth prospects in
the broadband connection market.

At the same time Caa2 rating is constrained by the company's (1)
high Moody's-adjusted leverage of 16.3x as of end-June 2021; (2)
still weak EBITA/interest cover, which Moody's expect to be below
1.0x over the next 12-18 months (partly because of high PIK
interest); and (3) weak liquidity because of a thin cushion under
maintenance financial covenant.

LIQUIDITY

In the agency's view, liquidity of Technicolor is weak as the
company will have a very thin headroom under its maintenance
financial covenant as of end-June 2022, which leaves little room
for underperformance. The expectation reflects Technicolor's
seasonally low cash flow generation in the first half of the year,
mostly because of large working capital consumption, as well as
progressively decreasing covenant test level, which is set at 4.5x
net debt/EBITDA as of June 30, 2022 compared to 6.0x as of end-June
2021 and 5.0x as of end-2021. Covenant compliance will largely
depend on Technicolor's ability to manage through the currently
difficult market environment in CH and contain its working capital
consumption.

As of June 30, 2021, the company had EUR99 million of cash on
balance, which together with the funds from operations of over
EUR120 million that Moody's expects the company to generate over
the next 12 months coupled with EUR70 million available under the
long-term $125 million (EUR105 million equivalent) asset-based
lending (ABL) line will be sufficient to cover its liquidity needs,
including working cash (assumed at 3% of revenue), seasonal working
capital swings, capital spending requirements of about EUR140
million and lease payments over the same period. Unexpected working
capital consumption in CH can to some extent be amortised by the
recently signed two-year EUR40 million factoring facility. The
group does not have any significant debt maturities until June 2024
when its $119.8 million senior secured term loan and EUR349.7
million guaranteed senior secured notes are due.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Moody's expectation that Technicolor
will be able to further improve its operating performance in the
TCS segment and manage through components shortages in the CH
business, which will allow it to gradually expand its EBITDA and
FCF generation leading to Moody's-adjusted leverage reduction below
7.0x-7.5x over the next 12-18 months and to strengthen its
liquidity position.

STRUCTURAL CONSIDERATIONS

In its loss given default assessment, Moody's distinguishes three
layers of claims in Technicolor's financing structure. The $125
million ABL line by Wells Fargo and the UK portion of the pension
liability (EUR30 million as of end-2020) are ranked first. The
$119.8 million senior secured term loan and EUR349.7 million
guaranteed senior secured notes are subordinated to the ABL, thus
are ranked second. Given going concern assumption, trade payables,
short-term lease rejection claims and the non-UK portion of the
pension liabilities (EUR320 million as of end-2020) are aligned to
that layer. The third rank is given to senior secured term loans of
Technicolor S.A. due in December 2024 as they only benefit from a
second-rank guarantee on the security package.

The $119.8 million senior secured term loan and EUR349.7 million
guaranteed senior secured notes are rated at Caa1, one notch above
the Caa2 CFR, reflecting their senior priority in the enforcement
waterfall as well as subordination to the group's $125 million ABL
facility and the cushion provided by Technicolor's senior secured
term loans, which are now rated at Caa3. These senior secured term
loans have been upgraded to Caa3 from Ca reflecting the lower
priority claim of the group's trade payables, which decreased by
more than 30% as of June 30, 2021 compared to end-June 2020 as a
result of recently completed supplier payment terms normalisation
cycle. However, in the event of the CFR's upgrade to Caa1, a
further upgrade of these loans is unlikely if the capital structure
does not materially change.

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

The ratings could be upgraded if Technicolor's (1) profitability
and FCF generation further recover reducing its leverage on a
sustainable basis; (2) liquidity is adequate with sufficient
covenant headroom at all times.

Downward pressure on the ratings could arise if Technicolor's (1)
liquidity deteriorates, including due to inability to meet its
maintenance financial covenant; (2) operating performance weakens
or if the company does not reduce leverage from the current
levels.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Technicolor S.A. (Technicolor), headquartered in Paris, France, is
a leading provider of solutions and services for the media and
entertainment industries, deploying and monetising next-generation
video ---and audio technologies and experiences. The group operates
in three business segments: Technicolor Creative Studios (formerly
Production Services), Connected Home and DVD Services. In the last
12 months ended June 30, 2021, Technicolor generated revenue of
EUR2.9 billion and company-adjusted EBITDA from continuing
operations of EUR215 million. The company's shares are listed on
Euronext Paris. As of December 31, 2020, 48.3% were in free float,
40%-45% were held by the company's former lenders following the
debt restructuring completed in September 2020 and the remaining
shares were held by other institutional investors.



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

WIRECARD AG: Deka Investment Files Damages Claim
------------------------------------------------
Luigi Serenelli at IPE reports that German asset management company
Deka Investment has taken action, and eyes further steps, to claim
damages from the insolvent payment processing company Wirecard.

A spokesperson for the company told IPE Deka Investment has already
notified possible claims for its invested capital in the context of
the insolvency proceeding relating to Wirecard's assets.

According to IPE, asked whether Deka was planning further legal
action, the spokesperson said the asset management firm was in
"close contact with a law firm" on possible action against other
parties in the interests of its investors.

The spokesperson said Deka, once a top-10 shareholder, no longer
holds a stake in Wirecard, IPE notes.  It said the firm claims to
be acting in the interests of investors according to the rules of
the Capital Investment Code -- Kapitalanlagegesetzbuch -- and based
on the trust investors put in Deka's ability to manage their
assets, IPE relates.

The spokesperson said the asset management firm is in regular
contact with law firms specializing in damage claims in order to
initiate all necessary steps, IPE discloses.

According to reports, claims for damages against Wirecard's
insolvency administrator Michael Jaffe total EUR14 billion, IPE
states.

A court in Munich had appointed Mr. Jaffe as insolvency
administrator, opening insolvency proceedings on Wirecard's assets
and a further six affiliated companies, IPE recounts.




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

NORDIC AVIATION: Mulls Restructuring Options Amid Creditor Talks
----------------------------------------------------------------
John Mulligan at The Irish Independent reports that
Limerick-headquartered aircraft lessor Nordic Aviation Capital
(NAC) is still mulling restructuring options and has lined up a PWC
executive to handle a possible examinership process in Ireland.

According to The Irish Independent, the company -- the world's
largest lessor of regional aircraft -- has been hit hard by the
Covid pandemic and has been trying to juggle a US$6 billion (EUR5
billion) debt pile.

The Irish Independent understands that NAC remains locked in talks
with its creditors -- there are close to 100 of them -- ahead of
the expiration of a Sept. 20 forbearance extension secured earlier
in the year to a debt agreement inked last year.

The Irish Independent first revealed in March that NAC was
considering restructuring options including Chapter 11 bankruptcy
in the United States for some of its units there.

However, it's almost certain that while options including
examinership remain on the table, the most favoured outcome would
be to strike a deal with creditors without having to avail of them,
The Irish Independent notes.

It's believed that an examinership process in Ireland -- if it were
to proceed -- would be handled by PwC's Declan McDonald, The Irish
Independent states.

Last year, the lessor successfully completed a scheme of
arrangement, with shareholders including a vehicle controlled by
the family that owns Lego agreeing to inject US$60 million (EUR50
million) into the company, The Irish Independent recounts.

The scheme also secured agreement from lenders for a standstill and
deferral agreement that covered tens of millions of dollars of
certain interest and principal payments that were due over the
following months on its US$6 billion in debt, The Irish Independent
discloses.

The scheme enabled NAC to defer its principal payments for nine
months and interest payments on aircraft financing for five months,
The Irish Independent relays.  Interest payments on other term
loans could be deferred for about 17 months, according to The Irish
Independent.  It also extended the maturity of each of the loans
for an additional 12 months from the original scheduled maturity
date, The Irish Independent states.


SOUND POINT VI: Fitch Assigns B-(EXP) Rating to Class F Tranche
---------------------------------------------------------------
Fitch Ratings has assigned Sound Point Euro CLO VI Funding DAC
expected ratings.

The assignment of final ratings is contingent on final documents
conforming to the information used for the analysis.

DEBT                            RATING
----                            ------
Sound Point Euro CLO VI Funding DAC

Class A              LT  AAA(EXP)sf   Expected Rating
Class B1             LT  AA(EXP)sf    Expected Rating
Class B2             LT  AA(EXP)sf    Expected Rating
Class C              LT  A(EXP)sf     Expected Rating
Class D              LT  BBB-(EXP)sf  Expected Rating
Class E              LT  BB-(EXP)sf   Expected Rating
Class F              LT  B-(EXP)sf    Expected Rating
Subordinate Notes    LT  NR(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Sound Point Euro CLO VI Funding DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds will be used to fund a portfolio with a target
par of EUR425 million. The portfolio is actively managed by Sound
Point CLO C-MOA LLC. The transaction has a five-year reinvestment
period and a nine-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality: Fitch assesses the average credit
quality of obligors in the 'B' category. The Fitch weighted average
rating factor of the identified portfolio, based on Fitch's
Exposure Draft: CLOs and Corporate CDOs Rating Criteria, is 26.25.

High Recovery Expectations: 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 of the
identified portfolio is 64.45%.

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

Portfolio Management: The transaction has a five-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.

Reduced Risk Horizon: Fitch's analysis is based on a stressed-case
portfolio with an eight-year WAL, which is one year shorter than
the nine-year maximum WAL test covenant at closing. Fitch views the
tight reinvestment conditions post the reinvestment period, such as
the satisfaction of Fitch 'CCC' obligations limit, coverage tests,
and a linear step-down of the WAL test, effective in restricting
reinvestment should the transaction deteriorate. This justifies a
one-year WAL reduction in Fitch's analysis.

RATING SENSITIVITIES

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

-- An increase of the relative default rate (RDR) at all rating
    levels by 25% of the mean RDR and a decrease of the relative
    recovery rate (RRR) by 25% at all rating levels would result
    in downgrades of no more than four notches, depending on the
    class of 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.

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

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

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

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

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

Overall, 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.



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

ORION ENGINEERED: S&P Assigns 'BB' Rating to Secured Term Loan B
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating and '3' recovery
rating to Orion Engineered Carbons S.A.'s (OEC; BB/Stable/--)
proposed full refinancing of its existing US$650 million euro and
U.S. dollar senior secured term loan B (TLB) maturing in 2024,
which is in line with the ratings on the existing TLB that will be
discontinued when the debt is replaced.

OEC plans to replace its existing TLB with a new $650 million euro
and U.S. dollar TLB with expected maturity of seven years.

S&P assigned its 'BB' issue rating and '3' recovery rating to this
proposed debt, which is in line with the ratings on the existing
TLB that will be discontinued when the debt is replaced.

The proposed issuance will incorporate an environmental, social,
and governance (ESG) margin rachet that rewards the company for
investing in ESG initiatives that drive substantial sulphur dioxide
(SO2) and nitrogen oxides (NOX) emissions reductions at its North
American plants.

The transaction follows OEC's solid year-on-year performance in
second-quarter 2021, although sequential volume growth was slightly
held back. The company reported S&P Global Ratings-adjusted EBITDA
margin of about 20% and positive adjusted free operating cash flow
(FOCF) of EUR55 million during the quarter. This translated into
adjusted funds from operations (FFO) to debt of about 28% over the
12 months ended June 30, 2021, the level seen before the COVID-19
pandemic. Overall, results were broadly in line with its
forecasts.

S&P said, "We acknowledge the still-evolving and uncertain
environment, but we anticipate the company will sustain its
performance through 2021, thanks to the broad-based demand recovery
from the pandemic shock across all rubber and specialty segments
and regions. We now anticipate that overall revenue growth will be
27%-30% in 2021 and normalizing to slightly below 10% in 2022. We
forecast an adjusted EBITDA margin of around 19% in 2021-2022,
improving from 16% in 2020. We continue to expect significant capex
in 2021-2022 on the back of higher Environmental Protection Agency
(EPA)-related capex before declining considerably in 2023. We
anticipate this, combined with higher working capital outflows to
support strong demand, will lead to adjusted FOCF of EUR15
million-EUR35 million and adjusted FFO to debt of 23%-25% in 2021
and 25%-27% in 2022.

"Our 'BB' issue rating on the proposed term loan is in line with
the company's issuer credit rating, supported by a proposed
recovery rating of '3', indicating our expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery prospects in the event of
a payment default."




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

E-MAC PROGRAM II: Fitch Affirms B+ Rating on Class D Notes
----------------------------------------------------------
Fitch Ratings has upgraded E-MAC Program II B.V. Compartment NL
2008-IV's class B and C notes and affirmed the class A and D notes
and revised the Outlook on the class D notes to Stable from
Negative. All tranches have been removed from Under Criteria
Observation.

       DEBT                 RATING            PRIOR
       ----                 ------            -----
E-MAC Program II B.V. Compartment NL 2008-IV

Class A XS0355816264    LT  AAsf  Affirmed    AAsf
Class B XS0355816421    LT  A+sf  Upgrade     A-sf
Class C XS0355816694    LT  A+sf  Upgrade     A-sf
Class D XS0355816934    LT  B+sf  Affirmed    B+sf

TRANSACTION SUMMARY

The transaction is a seasoned true-sale securitisation of Dutch
residential mortgage loans originated by GMAC-RFC Nederland B.V.
The successor company, CMIS Nederland B.V., is servicer of the
loans.

KEY RATING DRIVERS

European RMBS Rating Criteria Update: The upgrades reflect Fitch's
updated European RMBS assumptions. The reduced house price decline
assumptions recently included in Fitch's criteria have a positive
impact on the transaction, significantly increasing the level of
recoveries and reducing the asset losses modelled in Fitch's
analysis.

Additionally, the retirement of the Covid-19 stresses (see Fitch
Retires EMEA RMBS Coronavirus Additional Stress Scenario Analysis,
Except UK Non-Conforming dated 22 July 2021) reduces the
probability of default applied in the analysis of tranches rated
below 'AAAsf'.

Interest-only and Maturity Concentration Risk: The pool contains a
significant proportion of interest-only loans (88.2%), which
largely mature within a very short period in 2037 and 2038. This
indicates high exposure to refinance risk at that time. According
to its criteria, Fitch tests a higher than normal weighted average
foreclosure frequency (WAFF) for the part of the portfolio with
maturity concentrations to assess their materiality. However, this
test did not result in model-implied ratings that were more than
three notches below the rating derived by applying a WAFF produced
by the standard criteria assumptions.

Pro-Rata Structures: The transaction has been amortising
sequentially since the July 2021 payment date due to a breach of
the delinquency trigger. In general, sequential amortisation is
beneficial to the class A, B and C notes, but detrimental to the
class D notes. Pro-rata amortisation slows and reverts the build-up
of credit enhancement for the senior notes as per the amortisation
mechanism in the documentation but is positive for the junior
tranches. This feature has been factored into the rating analysis
to the extent that the relevant pro-rata triggers are captured by
Fitch's modelling assumptions.

Tail Risks Present: There are no conditions that would result in a
switch to sequential note amortisation once the portfolio has
reduced below a certain threshold, which is deemed to be a
non-standard structural feature. Combined with the presence of
interest only loans, this increases the risk from loan defaults
late in the transaction's life. Fitch has therefore also considered
sensitivities towards fully pro-rata and fully sequential
amortisation until note maturity as well as more back loaded
default timings and incorporated the results into its ratings.

Arrears Performance Worsening: Late-stage arrears (borrowers who
have been delinquent for over three months) have increased sharply
over the last 12 months. As of July 2021, late-stage arrears had
increased to 1.8% from 1.1% a year ago. To date, this has not
materially increased the rate at which losses are building,
although cumulative loss levels are still above the market
average.

The key rating drivers listed in the applicable sector criteria but
not mentioned above are not material to this rating action.

RATING SENSITIVITIES

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

-- Unanticipated increases in defaults or decreases in recovery
    rates resulting in larger losses than Fitch's current
    assumptions.

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

-- Unanticipated decreases in defaults or increases in recovery
    rates resulting in smaller losses than Fitch's current
    assumptions.

-- Due to the lack of a hard switch-back to sequential
    amortisation, a continued increase in delinquencies and
    worsening of losses might be beneficial to the senior notes,
    as this would cause the transaction to continue to amortise
    sequentially and increase the credit enhancement for those
    notes.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

E-MAC Program II B.V. Compartment NL 2008-IV

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

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

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

ESG CONSIDERATIONS

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



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

MEGAFON PJSC: Fitch Affirms Then Withdraws 'BB+' IDR
----------------------------------------------------
Fitch Ratings has affirmed Russia-based telecoms company PJSC
MegaFon's Long-Term Issuer Default Rating (IDR) at 'BB+' with a
Stable Outlook and subsequently withdrawn all ratings.

MegaFon is the second-largest mobile operator in Russia by
subscribers and revenue. Its operating profile is potentially
consistent with a low investment-grade rating, assuming a sustained
reduction in leverage and lower event risks. MegaFon has
successfully defended its mobile market position and achieved
robust free cash flow (FCF) generation, which supports its
deleveraging flexibility.

Fitch has chosen to withdraw the ratings of MegaFon for commercial
reasons. Fitch will no longer provide ratings or analytical
coverage of the company.

KEY RATING DRIVERS

Stable Market Position: Fitch expects MegaFon to sustain its strong
market position as the number two mobile operator in Russia. Fitch
believes mobile competition is likely to become more rational in
Russia, with less emphasis on pricing and more focus on a wider
services ecosystem. This shift is likely to be supported by Tele2
Russia and VEON reaching broad parity in the size of their
subscriber bases, with Tele2 Russia reducing its focus on
market-share gains and VEON catching up in its infrastructure
quality, having significantly increased its network investments in
2019-2020.

Covid-19 Impact Manageable: Fitch views the negative impact of the
pandemic on MegaFon as transitory, with the company less affected
than many of its European peers, due to a significantly lower
contribution from international roaming. Its service revenue grew
4.5% yoy in 2Q21 compared with a mid-single digit percentage drop
at the pandemic's peak in 2Q20.

High Event Risk: Fitch believes MegaFon's credit profile faces high
event risk from a potentially significant or transformational
transaction that adds uncertainty to the trajectory of the
company's operating profile, leverage and strategy. Fitch views
this current uncertainty as a rating constraint.

In March 2020, the company sold shares to its controlling
shareholder for RUB121 billion, which is roughly equal to its 2020
EBITDA. However, the shares remain unpaid, which Fitch believes
leaves an option that the receivable from the shareholder (it
matures in March 2023) may be settled through asset contributions
or as part of a larger transformational deal.

New Projects: MegaFon has engaged in a number of new large-scale
initiatives that may significantly expand its business
diversification. However, these projects are at the inception phase
and their short- to medium-term impact could lead to higher capex
and/or financial investments before they start making a positive
contribution to earnings and cash flow over the medium term.

MegaFon announced plans to spend RUB6 billion on a feasibility
study to create a network of low-orbital satellites. It also
entered the Uzbekistan market via a joint venture between its
shareholders and Russian partners, with a committed contribution of
USD100 million.

Improving Leverage: Fitch expects MegaFon's funds from operations
(FFO) net leverage to increase to slightly above 3x at end-2021
(from 2.7x at end-2020) on the back of RUB70 billion dividend
announced in August 2021 after a few years of no dividend
distributions. In a likely low-growth scenario, Fitch estimates
MegaFon's deleveraging capacity at approximately 0.1x FFO net
leverage per year assuming continuing prudent shareholder
distributions, which gives it flexibility to reduce leverage to
below the upgrade threshold.

Potential Deleveraging Constraints: Deleveraging flexibility may be
hampered by investments in new strategic initiatives and inflated
shareholder payouts on a lack of both leverage targets and
significant constraints on dividend distributions other than
regulatory requirements.

Related-Party Debt: Fitch treats RUB12.7 billion of MegaFon's
guarantees to Svyaznoy group, a handset retailer and related party,
as MegaFon's debt, given the typically weak financial performance
of handset retail chains in Russia.

Corporate Governance: MegaFon's ratings reflect the moderate impact
of a low-scoring operating environment in Russia and its governance
structure. Its dominant shareholder can exercise significant
influence, although Fitch has not seen evidence of it being abused.
MegaFon delisted from the London Stock Exchange in 2018, but Fitch
expects it to maintain a high level of disclosure and financial
transparency.

DERIVATION SUMMARY

MegaFon has maintained strong market positions in the Russian
mobile market and is the second largest operator by revenue and
subscriber. Its revenue, margins and capex trends are largely on a
par with PJSC Mobile TeleSystems (MTS; BB+/Positive) and VEON Ltd.
(BBB-/Stable). Unlike VEON, MegaFon has virtually no
foreign-exchange risk, with 96% of its debt rouble-denominated as
of end-2020. MegaFon has focused primarily on the Russian market,
which provides it with sufficient scale. It serviced 72 million
mobile subscribers at end-1H21, with a much lower contribution of
wireline services compared with MTS.

KEY ASSUMPTIONS

-- Low single-digit service revenue growth in 2021-2024;

-- Stable EBITDA margin of about 37% in 2021-2024;

-- Capex at 19% of revenues in 2021, rising to 20% in 2022-2024
    on the back of 5G investments;

-- Shareholder distributions at RUB70 billion in 2021 and
    decreasing afterwards to 2024;

-- No significant working capital changes to 2024.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given the rating
withdrawal.

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.

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

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

Sufficient Liquidity: Fitch views MegaFon's liquidity as
comfortable. At end-2Q21, the company had RUB20 billion of cash and
equivalents on its balance sheet. At end-2020, liquidity was
supported by large unused credit lines from leading Russian banks.



=====================
S W I T Z E R L A N D
=====================

ZEROMAX: EY Switzerland Faces Scrutiny Over Audits
--------------------------------------------------
Sam Jones at The Financial Times reports that EY auditors failed to
raise the alarm over multimillion-dollar jewellery purchases and
approved huge payments to opaque offshore companies in the years
before one of Switzerland's biggest-ever corporate collapses.

Zeromax, a conglomerate based in the Swiss canton of Zug, had a
business empire in Uzbekistan with interests ranging from textile
processing to natural gas extraction that made it the Asian
country's largest employer, accounting for as much as 10% of gross
domestic product.

It collapsed in 2010 amid a political power struggle in Tashkent,
leaving debts, it has only recently been discovered, of more than
CHF5.6 billion (US$6.1 billion), the FT recounts.  This makes it
the second-largest ever bankruptcy in Switzerland, after Swissair
in 2001, the FT notes.  At least CHF2.5 billion of its assets are
still missing, the FT relays, citing creditors.

Due to Switzerland's notoriously opaque legal system and corporate
disclosure regime, details of the group's complex structure and
labyrinthine network of offshore holding companies are only now
coming to light as frustrated creditors push to recover lost
assets, according to the FT.

Dozens of documents seen by the FT, including police reports,
corporate bank statements, internal emails and receipts, as well as
claims made in ongoing litigation, raise particular questions about
the work of EY's Swiss partnership, which gave Zeromax a clean bill
of financial health for 2005, 2006 and 2007.

The firm continued to be employed as Zeromax's auditor for a
further three years until the company collapsed but did not publish
any further audit opinions on its annual accounts, the FT notes.

EY Switzerland is now being sued in Zug for US$1 billion in damages
by US hedge fund Lion Point Capital, which acquired a tranche of
outstanding Zeromax debt from the bankruptcy estate in 2019,
lawyers familiar with the case told the FT.

Meanwhile, hundreds of European creditors -- including many small
businesses in Germany and central Europe -- are still owed billions
in aggregate by Zeromax, the FT states.

According to the FT, the firm said: "Court decisions in Uzbekistan
in 2010 caused a de facto expropriation of Zeromax assets and its
bankruptcy.  This matter is subject to ongoing litigation and EY
Switzerland will vigorously defend its position to vexatious
claims.  We cannot comment further."




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

ATOM MORTGAGE: Moody's Assigns (P)Ba2 Rating to GBP52.7MM E Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to the debt issuance of Atom Mortgage Securities DAC (the
"Issuer"):

GBP193.4M Class A Commercial Mortgage Backed Floating Rate Notes
due July 2031, Assigned (P)Aaa (sf)

GBP42M Class B Commercial Mortgage Backed Floating Rate Notes due
July 2031, Assigned (P)Aa3 (sf)

GBP37.2M Class C Commercial Mortgage Backed Floating Rate Notes
due July 2031, Assigned (P)A3 (sf)

GBP57.6M Class D Commercial Mortgage Backed Floating Rate Notes
due July 2031, Assigned (P)Baa3 (sf)

GBP52.7M Class E Commercial Mortgage Backed Floating Rate Notes
due July 2031, Assigned (P)Ba2 (sf)

Moody's has not assigned provisional ratings to the Class X
Commercial Mortgage Backed Notes due July 2031 of the Issuer.

Atom Mortgage Securities DAC is a true sale transaction backed by a
GBP391.2 million senior loan. The issuer will use the notes
proceeds to partly fund the liquidity reserve and to acquire the
senior loan granted by Bank of America Europe DAC, Morgan Stanley
Bank, N.A. and Standard Chartered Bank to the borrower to finance
the acquisition of four business parks and two logistics properties
in the UK. Outside the securitization there will be a GBP98.1
million mezzanine loan that is contractually and structurally
subordinated to the senior loan and secured by a second lien on the
property.

RATINGS RATIONALE

The rating actions are based on: (i) Moody's assessment of the real
estate quality and characteristics of the collateral; (ii) analysis
of the loan terms; and (iii) the expected legal and structural
features of the transaction.

The key parameters in Moody's analysis are the default probability
of the securitised loan (both during the term and at maturity) as
well as Moody's value assessment of the collateral. Moody's derives
from these parameters a loss expectation for the securitised loan.
Moody's total default risk assumption is medium for the loan.

The key strengths of the transaction include: (i) good quality
properties with a Moody's property grade of 2.0; (ii) diversified
tenant base with partly strong tenants; (iii) low default risk
during the term; (iv) favourable market fundamentals for the
life-sciences sector; and (v) a strong sponsor, Brookfield Asset
Management, Inc. (Baa1 stable), a global real estate investment
manager.

Challenges in the transaction include: (i) the GBP98.1 million
mezzanine facility increases the overall leverage and combined with
the lack of amortization result in a medium default risk at
refinancing; (ii) lease roll-over exposure risk with leases
representing 62% of rental income expiring during the term of the
loan; (iii) no financial default covenants prior to a permitted
change of control; (iv) principal proceeds from property sales are
allocated fully pro rata allocation to the notes, which provides
for a lower cushion against increased concentration risk following
prepayments due to asset sales.

The Moody's Value is GBP521.3M (before Asset Swap), or 16% lower
than the underwriter's value. The main driver for the variance is
the higher cap rate used to derive Moody's value. The Moody's LTV
ratio for the securitised loan is 75%, increasing to 94% including
the mezzanine loan. Moody's property grade of 2.0 (on a scale of 1
to 5 with 1 being the best) for the underlying portfolio reflects a
good quality collateral pool. Especially the largest property, the
Oxford Business Park (42% of UW MV) is well positioned to become a
key life science location in Oxford. In addition, eight of the
largest 10 tenants use their space as headquarter offices.

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in May 2021.

Factors That Would Lead to an Upgrade or Downgrade of the Ratings:

Main factors or circumstances that could lead to an upgrade of the
ratings are generally: (i) an increase in the property values
backing the underlying loan; or (ii) a decrease in the default
probability driven by improving loan performance or decrease in
refinancing risk.

Main factors or circumstances that would lead to a downgrade of the
ratings are generally: (i) a decline in the property values backing
the underlying loan; (ii) an increase in the default probability of
the loan driven by deteriorating loan performance or increase in
refinancing risk.

CS WIND: Enters Administration, Put Up for Sale
-----------------------------------------------
Business Sale reports that Scottish wind turbine manufacturer CS
Wind (UK) has fallen into administration, with the company's
assets, including plant, machinery and a residential property, now
being marketed for sale.

FRP Advisory's Michelle Elliot and Tom MacLennan have been
appointed as joint administrators to the firm, Business Sale
relates.

CS Wind has suffered declining revenue and contracts in recent
years due to deteriorating market conditions, Business Sale
discloses.  This resulted in the company entering a managed wind
down and effectively being mothballed in the spring of last year,
with just one full-time member of staff working at the firm's
Argyllshire factory, Business Sale notes.

According to Business Sale, FRP said that the company's directors
have seen no immediate prospect for a recovery in the market,
leading them to ultimately take the decision to place the business
into administration and put its assets up for sale.

The company's most recent accounts at Companies House cover the
year ending December 31, 2019, and show a GBP2.6 million post-tax
profit on revenue of GBP41.9 million, Business Sale states.  At the
time, the firm's net assets were valued at GBP35.1 million, while
total liabilities stood at GBP20.2 million, leaving the company
with total equity of GBP14.8 million, Business Sale relays.


NEWDAY PARTNERSHIP 2017-1: Fitch Affirms B+ Rating on Cl. F Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed NewDay Partnership Funding's Series
2020-1, Series 2017-1, Series VFN-P1 V1, V2 and V3 notes. Fitch has
revised the Outlooks on the notes that are rated below investment
grade to Stable from Negative. This reflects reduced risks to the
trust's long-term performance from the pandemic.

The economic disruptions resulting from the coronavirus containment
measures have moderated, especially since the wide roll-out of
vaccines in 1H21, and overall economic prospects have improved
significantly since Fitch revised the junior notes' Outlooks to
Negative from Stable in April 2020. While some deterioration in
portfolio performance can be expected as unemployment rises
considering that the furlough scheme in the UK ends soon, Fitch
believes that the impact will be less severe than previously
projected and do not expect the current stress on the trust
performance to be long-term.

      DEBT                       RATING           PRIOR
      ----                       ------           -----
NewDay Partnership Funding

2017-1 A XS1674677767     LT  AAAsf   Affirmed    AAAsf
2017-1 B XS1674678492     LT  AAsf    Affirmed    AAsf
2017-1 C XS1674678575     LT  A-sf    Affirmed    A-sf
2017-1 D XS1674678732     LT  BBBsf   Affirmed    BBBsf
2017-1 E XS1674678815     LT  BBsf    Affirmed    BBsf
2017-1 F XS1674678906     LT  B+sf    Affirmed    B+sf
2020-1 A3 XS2239080398    LT  AAAsf   Affirmed    AAAsf
2020-1 B XS2239080471     LT  AAsf    Affirmed    AAsf
2020-1 C XS2239080554     LT  A-sf    Affirmed    A-sf
2020-1 D XS2239080638     LT  BBBsf   Affirmed    BBBsf
VFN P1 V2 Class D         LT  BBB+sf  Affirmed    BBB+sf
VFN-P1 V1 Class A         LT  BBB-sf  Affirmed    BBB-sf
VFN-P1 V2 Class A         LT  AAAsf   Affirmed    AAAsf
VFN-P1 V2 Class B         LT  AAsf    Affirmed    AAsf
VFN-P1 V2 Class C         LT  A-sf    Affirmed    A-sf
VFN-P1 V2 Class E         LT  BBB-sf  Affirmed    BBB-sf
VFN-P1 V3 Class A         LT  AAAsf   Affirmed    AAAsf
VFN-P1 V3 Class B         LT  AAsf    Affirmed    AAsf
VFN-P1 V3 Class C         LT  A-sf    Affirmed    A-sf
VFN-P1 V3 Class D         LT  BBB+sf  Affirmed    BBB+sf
VFN-P1 V3 Class E         LT  BBB-sf  Affirmed    BBB-sf

TRANSACTION SUMMARY

The notes are collateralised by a pool of UK co-branded credit
card, store card and instalment loan receivables originated by
NewDay Ltd. The receivables arise under a number of retail
agreements, including with Amazon, Debenhams, the Arcadia Group,
House of Fraser and Laura Ashley. NewDay is one of the largest
specialist credit card companies in the UK, with both co-branded
and own-branded credit card business. The own-branded receivables,
primarily consist of non-prime customers, do not form part of this
securitisation. NewDay Partnership Funding has mainly prime
receivables, with only Amazon Classic representing some non-prime
exposure. The master trust programme has a linked note issuance
structure.

KEY RATING DRIVERS

Unchanged Asset Assumptions: The portfolio's annualised charge-off
rate was 5.5% in July 2021 and averaged 5.3% between April 2020 and
July 2021, increasing from an average of 4.4% in 2019 but remaining
below Fitch's 8% steady state assumption. Similarly, delinquencies
have shown only small deterioration so far. 60 to 180 days
delinquencies increased to around 1.6% since March 2020 from 1.4%
in 2019.

The charge-off rate could increase and exceed the steady-state
level as unemployment rises, but Fitch's analytical approach aims
to look through short-term performance fluctuations. Fitch would
consider changes to steady-state assumptions if Fitch expects trust
performance to re-set to materially different levels in the longer
term. Fitch has maintained the asset assumptions unchanged at 8%
for charge-off steady state, at 20% for the monthly payment rate
(MPR) steady state and at 22% for the yield steady state.

Shift in Portfolio Composition: Receivables related to the four
retailer agreements (Debenhams, House of Fraser, Arcadia Group and
Laura Ashley) still dominate the current trust performance, but the
Amazon share has been growing. Amazon Platinum receivables became
eligible for inclusion in the trust from October 2020 and comprised
20% of the trust by balance as of end-July 2021. In addition, a
portion of Amazon Classic accounts was added in June 2021 and
accounted for 4% of the trust as of end-July 2021. Amazon Platinum
credit cards have characteristics consistent with a typical prime
credit card portfolio while Amazon Classic cards target non-prime
customers and have exhibited higher charge-offs and lower payment
rates but higher yield compared with Amazon Platinum and other
retailers.

Retailer Mix Dynamics: Receivables originated under other new
retail agreements or other product lines of the existing retailers
could also be added to the trust within the life of the
transaction, subject to rating confirmation. The customer
demographic of a given retailer will be the key performance driver
of the related receivables. While clearly outlined and implemented
credit guidelines combined with a robust scoring model minimise
this risk, it cannot be entirely mitigated, in Fitch's view.
Furthermore, fully levelling the performance between retailers is
unlikely to be in the commercial interests of the originator.

Fitch derived its steady-state assumptions on the basis of a
changing retailer mix. However, the asset assumptions do not
consider a scenario that against Fitch's expectations, having a
particular product line, such as Amazon Classic, become the single
dominant one, further non- or near-prime partnerships added or
other retailer receivables adversely changed their
characteristics.

Variable Funding Notes (VFN) Available: In addition to Series
VFN-P1 and VFN-P2 providing the funding flexibility, the structure
employs separate originator VFNs purchased and held by NewDay
Partnership Transferor Plc. Originator VFNs serve three main
purposes: to provide credit enhancement to the rated notes; to add
protection against dilution by way of a separate functional
transferor interest; and to meet the risk retention requirements.

Unrated Originator and Servicer: The NewDay group acts in several
capacities through its various entities, most prominently as
originator, servicer and cash manager to the securitisation, unlike
most other UK trusts where these roles are fulfilled by large
institutions with strong credit profiles. The degree of reliance in
this transaction is mitigated by the transferability of operations,
agreements with established card service providers, a back-up cash
management agreement and series-specific amortising liquidity.

Steady State:

-- Annualised Charge-Offs - 8.0%;

-- Monthly Payment Rate - 20.0%;

-- Annualised Yield - 22.0%;

-- Base Purchase Rate - 100.0%.

Rating Level Stresses (for
'AAAsf'/'AAsf'/'Asf'/'BBBsf'/'BBsf'/'Bsf', respectively):

-- Charge-Offs (increase) - 5.00x/4.00x/3.25x/2.50x/1.75x/1.25x;

-- Payment Rate (% decrease) –
    55.0%/50.0%/45.0%/40.0%/30.0%/20.0%;

-- Yield (% decrease) - 35.0%/30.0%/25.0%/20.0%/17.5%/15.0%;

-- Purchase Rate (% decrease) –
    100.0%/85.0%/75.0%/65.0%/55.0%/45.0%.

RATING SENSITIVITIES

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

-- Long-term asset performance deterioration, such as increased
    charge-offs, reduced MPR, reduced portfolio yield or reduced
    purchase rate, which could be driven by changes in portfolio
    characteristics, macroeconomic conditions, business practices,
    credit policy or legislative landscape, would contribute to
    negative revisions of Fitch's asset assumptions, which could
    negatively affect the notes' ratings.

-- Fitch conducted rating sensitivity analysis on the closing
    date of each series of notes, which provides insight into the
    model-implied sensitivities the transaction faces when one
    assumption is modified while holding others equal. It shows
    rating sensitivities to increased charge-off rate, reduced
    monthly payment rate and reduced purchase rate. For more
    information on Fitch's original rating sensitivity on the
    transaction, see the relevant rating action commentaries and
    New Issue reports.

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

-- Long-term asset performance improvement such as decreased
    charge-offs, increased MPR or increased portfolio yield driven
    by a sustainable positive change of the underlying asset
    quality would contribute to positive revisions of Fitch's
    asset assumptions, which could positively affect the notes'
    ratings.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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

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

Prior to the transaction closing, Fitch conducted a review of a
small targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.

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

ESG CONSIDERATIONS

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

PINNACLE BIDCO: Fitch Affirms B- LT IDR, Alters Outlook to Stable
-----------------------------------------------------------------
Fitch Ratings has revised Pinnacle Bidco's (Pure Gym) Outlook to
Stable from Negative, and has affirmed the Long-Term Issuer Default
Rating (IDR) at 'B-'. Fitch has also affirmed the group's super
senior instrument rating at 'BB-' with a Recovery Rating of 'RR1'
and senior secured instrument rating at 'B-'/'RR4'.

The Outlook change reflects Fitch's revised expectations of a
swifter recovery by Pure Gym from the pandemic that had a material
impact on its operations, aided by strong membership numbers and
increase in average revenue per member (ARPM). Fitch expects
leverage and fixed charge cover metrics to be firmly anchored at
levels that are consistent with the 'B-' rating by 2022.

The 'B-' IDR encapsulates Pure Gym's high leverage, weak
fixed-charge cover ratios, and negative free cash flows (FCF; post
capex), which are partly offset by satisfactory liquidity following
a cash injection from shareholders, an enlarged revolving credit
facility (RCF) and a tap issue during the pandemic. These factors
are complemented by its solid market position as the second-largest
fitness and gym operator in Europe, and improved geographic
diversification after its acquisition of Fitness World.

KEY RATING DRIVERS

Quicker Recovery: Fitch expects quicker post-pandemic recovery with
like-for-like (lfl) memberships at 90% of 2019 levels by end-2021,
supported by membership growth for the new gyms that opened in
2020-2021 and higher ARPM. This compares with a 85% recovery and
fairly flat ARPM under Fitch's previous forecast. Fitch expects
overall memberships to return to around 2019 levels by end-2021,
and to benefit from a full recovery in 2022 and newly opened
maturing sites thereafter.

Improved Visibility: Visibility on revenue has improved as Pure Gym
reported 88% lfl and 94% total memberships of 2019 levels as of 15
August 2021. Monthly revenue as of end-June 2021 was near 2019
levels with 9% lower total memberships largely compensated by 9%
higher ARPM. 2021 performance will still be significantly distorted
by the pandemic amid gym closures and various restrictions in place
post reopening.

High Leverage: Fitch expects funds from operations (FFO) adjusted
gross leverage to be below 8.0x, the threshold for an Outlook
revision to Stable, in 2022 amid an expected quicker recovery.
Fitch's forecast incorporates full settlement of deferred payments
(GBP35 million) across 2021 to 2023. Leverage will exceed levels
consistent with the rating in 2021, due to pandemic impact on
performance, although Fitch is confident that, absent new
government restrictions or other considerations, the group should
achieve leverage that is fully aligned with the rating from 2022.

Capital Allocation Key to Rating: Capital-allocation decisions will
determine Pure Gym's rating trajectory from now on. Fitch expects
FFO adjusted gross leverage to fall below 7.0x over the next four
years, primarily via earnings growth, assuming around GBP55 million
expansionary capex per annum from 2022 onwards. If such
deleveraging is maintained, leverage would be more consistent with
a 'B' rating. Its appetite for expansion, under its private equity
ownership, has been a key driver of its high leverage, which was
exacerbated by the pandemic, but its underlying business is
cash-generative and permits deleveraging.

Equity Raise Could be Credit-Positive: Pure Gym's plan for an
equity issue will fund accelerated growth and may lead to
faster-than-expected long-term deleveraging, although it may
temporarily reduce profitability amid pre-opening costs and the
ramp-up of new gym openings. Fitch sees risk of over-expansion if
other gym operators follow suit, but Pure Gym has shown its ability
to swiftly increase memberships at its new sites. It could also
immediately reduce debt if part of the equity proceeds were used to
prepay some of its about GBP850 million debt, potentially leading
to greater rating headroom or, if leverage falls sharply, an
upgrade.

Value Business Model: Fitch expects Pure Gym's value business model
to perform better in a recessionary environment than traditional
peers'. This is because its monthly fees are typically 50% lower
than for traditional private operators' and Pure Gym has no
membership contracts with notice periods. Fitch believes this
provides Pure Gym with a competitive advantage as consumers seek
lower-cost propositions during a recession. The business model is
strengthened by Pure Gym's variable pricing model, which allows
flexibility for margin preservation while competing with local
peers.

Limited Integration Risks: Fitch expects the profitability of the
Pure Gym/Fitness World combination to be lower than Pure Gym's
standalone profile, because Fitness World has a higher share of
staff costs and is less digitally driven than Pure Gym. Fitch
expects the combined group's FFO margin to return to above 15% in
2024, from being negative in 2020-2021. Fitch believes that the
acquisition poses some, but manageable, integration risks as Pure
Gym had hitherto operated solely in the UK and had no direct market
experience in continental Europe. Fitch does not view its exit from
Poland as a negative because it was not a material contributor to
earnings.

Growing Value-Gym Market: The rating reflects Pure Gym's position
in the fastest-growing gym market segment. The European fitness
market grew 3% in 2019, according to the European Health and
Fitness Market Report. The growth was primarily driven by the value
segment and, to a lower extent, by the premium segment. The value
segment in the UK is expected to grow post-pandemic and Pure Gym is
well-positioned to benefit from these trends.

DERIVATION SUMMARY

Pure Gym's IDR reflects the group's position as the second-largest
gym and fitness operator in Europe, after the acquisition of
Fitness World resulted in a total of 492 gyms and 1.5 million
members at end-December 2020. It operates on higher EBITDAR margins
than the median for Fitch-rated gym operators, including those
within its credit opinion food/non-food retail/leisure portfolios,
due to its scale and a value/low-cost business model. Pure Gym has
been taking market share mainly from its mid-market peers, due to
the competitive nature of its pricing structure.

FFO gross lease-adjusted is expected to recover to 7.7x in FY22
following coronavirus-related disruptions, which Fitch views as
high but in line with that of similar leisure credits in the low
'B' rating category. Historically, the group's development
programme has involved significant capex that reduces FCF available
for deleveraging, constraining the rating. However, Pure Gym's
cash-flow conversion, and, hence, deleveraging capability, is
structurally better than for high-street retailers.

Pure Gym is rated one notch below its closest Fitch-rated peer,
Deuce Midco Limited (David Lloyd Leisure, DLL; 'B'/Stable), the
premium lifestyle club operator. Pure Gym has a more aggressive
expansion strategy, resulting in expected weaker FCF generation and
higher FFO-adjusted gross leverage. Fitch expects the latter to
reduce to 7.7x in 2022 as coronavirus-related disruptions recede
while Fitch expects DLL's FFO-adjusted gross leverage to trend
towards 7.0x under the company's new capital structure. This is
partially offset by Pure Gym's stronger profitability of around
48%-50%, due to a low-cost business model, versus around 40% at
DLL.

KEY ASSUMPTIONS

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

-- Lfl membership numbers at end-2021 10% below end-2019 levels,
    and full recovery in 2022;

-- No new government-mandated coronavirus-related restrictions in
    UK or other key countries where Pure Gym operates;

-- Total memberships at end-2021 around 3% below December 2019
    levels, and to fully recover at the beginning of 2022;
    benefitting from new gym openings in 2020 and 2021, along with
    full recovery from pandemic;

-- Twenty-four new gym openings in 2021, followed by 50 new gym
    openings per annum between 2022 and 2024;

-- Average members per gym post 2022 gradually declining to
    reflect the ramp-up of new gym openings and small format boxes
    with lower capacities;

-- ARPM at around GBP23 in 2021-2022, flat in 2022 and up 1% per
    year to 2024;

-- Sales growth of 15% in 2021 on gradual post-pandemic recovery,
    higher ARPM and new gym openings;

-- EBITDAR margin recovering to around 49% by 2022, and gradually
    increasing to 50% by 2024, supported by the maturation of
    newly opened gyms, margin improvement efforts in Denmark and
    contribution from franchise sites;

-- Fitch-derived EBITDA includes a GBP35 million negative impact
    from of Fitch's lease treatment against cash lease cost (lease
    costs calculated as the sum of right-of-use asset depreciation
    and P&L interest cost; the difference has been maintained for
    the forecast period of 2021-2024);

-- Capex at around GBP55 million in 2021 and on average at GBP95
    million to 2024 to fund new site openings and refurbishment
    projects; and

-- No dividends, no acquisitions to 2024.

Fitch's Key Recovery Rating Assumptions

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

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

Pure Gym's going-concern EBITDA of GBP105 million reflects the
profits brought by the acquisition of Fitness World, quicker
recovery from the coronavirus impact in addition to higher capex on
new gyms versus Fitch's previous assumptions. The assumption
reflects ongoing recovery and competition dynamics, which are
partly offset by a broadly resilient format given its lower price
point but lack of contracts, but also corrective measures taken in
the reorganisation to offset the adverse conditions that trigger
default.

The current Fitch-distressed enterprise value (EV)/EBITDA multiples
for other gym operators in the 'B' rating category have been around
5x-6x. Fitch recognises that Pure Gym has a leading share in the
growing value-gym market, which justifies a 5.5x multiple, although
it currently does not have any unique characteristics that would
allow for a higher multiple, such as a significant unique brand, or
undervalued real-estate assets.

The GBP145 million RCF, which ranks super-senior to the senior
secured notes, is assumed to be fully drawn upon default.

After deducting 10% for administrative claims, Fitch's principal
waterfall analysis generates a ranked recovery for the senior
secured debt, in the 'RR4' category, leading to a 'B-' rating for
the senior secured bonds. The waterfall analysis output percentage
based on current metrics and assumptions is 43% (previously 41%).

RATING SENSITIVITIES

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

-- Continued recovery from pandemic with membership numbers and
    revenue rising above 2019 levels from mature sites and
    maturing new sites, while maintaining good profitability with
    the FFO margin trending towards 15%;

-- FFO fixed charge cover above 1.5x on sustained basis;

-- FFO adjusted gross leverage trending towards 7.0x.

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

-- Diminished financial flexibility reflected, for example, in
    weaker liquidity due to continued impact from the pandemic or
    a deeper-than-expected recession, combined with FFO fixed
    charge cover remaining below 1.2x;

-- Loss of revenue and decline in profitability due to economic
    weakness, increased competition, slower recovery in membership
    base and pressure on pricing leading to the FFO margin
    consistently below 12%;

-- FFO adjusted gross leverage remaining above 8.0x beyond 2021.

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

Sufficient Liquidity: As at end-June 2021, Pure Gym had sufficient
liquidity comprising GBP76 million of cash and full availability
under the GBP145 million RCF. Fitch expects the group to be able to
self-fund its expansion strategy with internally generated cash
flows and cash on its balance sheet and without drawing on the RCF
while maintaining sufficient liquidity. Fitch projects FCF to turn
positive in 2024, supported by EBITDA expansion on new gym openings
and the maturation of newly opened gyms.

The group has no refinancing needs in the near term. Its GBP145
million RCF comes due in 2024 and both existing GBP430 million and
EUR490 million senior secured notes mature in 2025.

ISSUER PROFILE

Pure Gym is the leading low-cost gym operator in Europe. It has
around 500 sites across the UK, Denmark and Switzerland.

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.

TOWER BRIDGE 4: Moody's Hikes Rating on GBP7MM Class F Notes to B1
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 9 notes in
Tower Bridge Funding No.3 plc and Tower Bridge Funding No.4 plc.
The rating action reflects better than expected collateral
performance and the increased levels of credit enhancement for the
affected notes. Moody's affirmed the ratings of the notes that had
sufficient credit enhancement to maintain the current rating on the
affected notes.

Issuer: Tower Bridge Funding No.3 PLC

GBP412.5M Class A Notes, Affirmed Aaa (sf); previously on Sep 20,
2018 Definitive Rating Assigned Aaa (sf)

GBP28.5M Class B Notes, Upgraded to Aaa (sf); previously on Sep
20, 2018 Definitive Rating Assigned Aa2 (sf)

GBP22.5M Class C Notes, Upgraded to Aa2 (sf); previously on Sep
20, 2018 Definitive Rating Assigned A2 (sf)

GBP13.5M Class D Notes, Upgraded to A2 (sf); previously on Sep 20,
2018 Definitive Rating Assigned Baa3 (sf)

GBP10M Class E Notes, Upgraded to Baa2 (sf); previously on Sep 20,
2018 Definitive Rating Assigned Ba3 (sf)

Issuer: Tower Bridge Funding No.4 plc

GBP412.5M Class A Notes, Affirmed Aaa (sf); previously on Jul 11,
2019 Definitive Rating Assigned Aaa (sf)

GBP27.3M Class B Notes, Upgraded to Aa1 (sf); previously on Jul
11, 2019 Definitive Rating Assigned Aa2 (sf)

GBP21.5M Class C Notes, Upgraded to Aa3 (sf); previously on Jul
11, 2019 Definitive Rating Assigned A2 (sf)

GBP13.3M Class D Notes, Upgraded to A3 (sf); previously on Jul 11,
2019 Definitive Rating Assigned Baa3 (sf)

GBP8M Class E Notes, Upgraded to Baa3 (sf); previously on Jul 11,
2019 Definitive Rating Assigned Ba2 (sf)

GBP7M Class F Notes, Upgraded to B1 (sf); previously on Jul 11,
2019 Definitive Rating Assigned B2 (sf)

Both transactions are static cash securitisations of non-conforming
and buy-to-let (BTL) mortgage loans extended to borrowers in the
UK. The loans in the pool were originated by Belmont Green (NR).

RATINGS RATIONALE

The rating action is prompted by the decreased key collateral
assumptions, namely the portfolio Expected Loss (EL) and MILAN CE
assumptions due to better than expected collateral performance, as
well as an increase in credit enhancement for the affected
tranches.

Revision of Key Collateral Assumptions:

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

The performance of both transactions has been better than
previously expected. 90 days plus arrears as a percentage of
current balance in Tower Bridge Funding No.3 plc and Tower Bridge
Funding No.4 plc. are currently standing at 1.42% and 1.16%
respectively, with pool factor at 70% and 85%. Both transactions
have no losses since closing.

Moody's decreased the expected loss assumption as a percentage of
original pool balance to 2.20% for Tower Bridge Funding No.3 plc
and to 3.74% for Tower Bridge Funding No.4 plc, from 4.45% and
5.00% respectively.

This corresponds to an expected loss as a percentage of current
pool balance of 3.18% for Tower Bridge Funding No.3 Plc and of
4.42% for Tower Bridge Funding No.4 Plc.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has decreased the MILAN CE assumption
to 20% from 21% for both transactions.

Increase in Available Credit Enhancement

Sequential amortization and non-amortizing reserve funds led to the
increase in the credit enhancement available in both transactions.

For instance, the credit enhancement for the tranche B and C of
Tower Bridge Funding No.3 plc affected by today's rating action
increased to 20.46% and 14.02% from 14.30% and 9.80%, respectively,
since closing.

The credit enhancement for the tranche B and C of Tower Bridge
Funding No.4 plc affected by today's rating action increased to
17.08% and 12.03% from 14.05% and 9.75%, respectively, since
closing.

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

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

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

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

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

TWIN BRIDGES 2021-2: Moody's Assigns (P)Ba3 Rating to Cl. X1 Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by Twin Bridges 2021-2 PLC:

GBP[]M Class A Mortgage Backed Floating Rate Notes due September
2055, Assigned (P)Aaa (sf)

GBP[]M Class B Mortgage Backed Floating Rate Notes due September
2055, Assigned (P)Aa1 (sf)

GBP[]M Class C Mortgage Backed Floating Rate Notes due September
2055, Assigned (P)Aa3 (sf)

GBP[]M Class D Mortgage Backed Floating Rate Notes due September
2055, Assigned (P)A1 (sf)

GBP[]M Class X1 Mortgage Backed Floating Rate Notes due September
2055, Assigned (P)Ba3 (sf)

Moody's has not assigned any ratings to the GBP[]M Class X2
Mortgage Backed Notes due September 2055, GBP[]M Class X3 Mortgage
Backed Notes due September 2055, GBP[]M Class Z1 Mortgage Backed
Notes due September 2055 and the GBP[]M Class Z2 Mortgage Backed
Notes due September 2055.

The Notes are backed by a pool of UK buy-to-let ("BTL") mortgage
loans originated by Paratus AMC Limited ("Paratus" as originator
and seller, NR). The securitised portfolio consists of 2,597
mortgage loans with a current balance of GBP534.1 million as of
August 31, 2021.

RATINGS RATIONALE

The ratings of the Notes are based on an analysis of the
characteristics and credit quality of the underlying BTL mortgage
pool, sector wide and originator specific performance data,
protection provided by credit enhancement, the roles of external
counterparties and the structural features of the transaction.

MILAN CE for this pool is 13.0% and the expected loss is 1.5%.

The expected loss is 1.5%, which is in line for the United Kingdom
BTL RMBS sector and is based on Moody's assessment of the lifetime
loss expectation for the pool taking into account: (i) the current
weighted average (WA) LTV of around 72.4%; (ii) the performance of
comparable originators; (iii) the expected outlook for the UK
economy in the medium term; (iv) the historic data does not cover a
full economic cycle (since 2015); and (v) benchmarking with similar
UK BTL transactions.

The MILAN CE for this pool is 13.0%, which is in line with the
United Kingdom BTL RMBS sector average and follows Moody's
assessment of the loan-by-loan information taking into account the
following key drivers: (i) the WA LTV for the pool of 72.4%, which
is in line with comparable transactions; (ii) top 20 borrowers
accounting for approx. 6.6% of current balance, (iii) the historic
data does not cover a full economic cycle; and (iv) benchmarking
with similar UK BTL transactions.

At closing, the transaction benefits from a non-amortising general
reserve which is equal to 1.0% of Classes A to D and Z1 Notes at
closing. The non-amortising general reserve fund consists of two
components - the first component is the liquidity reserve fund
which is equal to 1.0% of the outstanding balance of the Class A
and Class B notes and will amortise together with Class A and Class
B notes. The liquidity reserve fund will be available to cover
senior fees and costs, and Class A and B interest (in respect of
the latter, if it is the most senior class outstanding and
otherwise subject to a PDL condition). The second component is the
credit ledger which is a dynamic ledger that is sized at 1.0% of
the collateralized notes at closing, minus the balance of the
liquidity reserve component. At closing, the credit ledger
component of the reserve fund will be residual and increase
throughout the life of the transaction as the liquidity reserve
fund amortises.

Operational Risk Analysis: Paratus is the servicer in the
transaction whilst U.S. Bank Global Corporate Trust Limited (Not
rated) will be acting as a cash manager. In order to mitigate the
operational risk, Intertrust Management Limited (Not rated) will
act as back-up servicer facilitator. To ensure payment continuity
over the transaction's lifetime the transaction documents
incorporate estimation language whereby the cash manager can use
the three most recent servicer reports to determine the cash
allocation in case no servicer report is available. The transaction
also benefits from approx. 4 quarters of liquidity based on Moody's
calculations. Finally, there is principal to pay interest as an
additional source of liquidity for the Class A Notes and Class B
Notes.

Interest Rate Risk Analysis: 95.3% of the loans in the pool are
fixed rate loans reverting BBR or three months LIBOR (only three
loans in the portfolio will revert to three months LIBOR). The
Notes are floating rate securities with reference to daily SONIA.
To mitigate the fixed-floating mismatch between the fixed-rate
asset and floating liabilities, there will be a scheduled notional
fixed-floating interest rate swap provided by National Australia
Bank Limited (Aa2(cr)/P-1(cr)) and Natixis (Aa3(cr)/P-1(cr)).

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

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

FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors that would lead to an upgrade of the ratings include: (i)
significantly better than expected performance of the pool together
with an increase in credit enhancement of Notes; or (ii) a
deleveraging of the capital structure.

Factors that would lead to a downgrade of the ratings include: (i)
an increase in the level of arrears resulting in a higher level of
losses than forecast; and (ii) economic conditions being worse than
forecast resulting in higher arrears and losses.

WRW CONSTRUCTION: Owes Creditors Nearly GBP30 Million
-----------------------------------------------------
Sion Barry at BusinessLive reports that one of Wales' leading
construction firms, WRW Construction, collapsed owing creditors
nearly GBP30 million.

According to BusinessLive, despite having an order book worth GBP60
million, the family-owned and run firm, headquartered in Llanelli,
was put through by its directors in July after coming under what it
described as significant financial distress.  With offices also in
Cardiff and Bristol more than 100 staff were made redundant,
BusinessLive notes.

The administration process is being run by professional advisory
firm Grant Thornton, BusinessLive discloses.

The biggest single creditor is alternative lender Thincats, which
is owed GBP10 million, BusinessLive states.

Unsecured creditors of WRW are owed a further GBP18.3 million,
according to BusinessLive.  This includes GBP9.5 million in money
yet to be invoiced by WRW's subcontractors at the time of it going
into administration and a GBP400,000 unsecured directors loan,
BusinessLive notes.

The joint administrators are Alistair Wardell and Richard Lewis of
Grant Thornton, BusinessLive discloses.

Directors of WRW are expected to soon publish a statement of
affairs, giving their assessment of what they think assets of the
business could be worth for redistribution to creditors,
BusinessLive relays.

This is expected to include a GBP2.2 million valuation of its
property assets, BusinessLive states.  It is also expected to claim
that unsecured creditors could get up to GBP800,000 from the sale
of assets, BusinessLive notes.

However, due to the contractual nature of the business it could
take several years before Grant Thornton is able to finalize the
collection of the work in progress, debtors and retentions,
according to BusinessLive.



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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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