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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

          Wednesday, October 6, 2021, Vol. 22, No. 194

                           Headlines



B E L A R U S

BELARUS: Moody's Affirms B3 Issuer Rating & Alters Outlook to Neg.


C R O A T I A

AGROKOR DD: Nomad Foods Completes Acquisition of Fortenova Frozen


C Z E C H   R E P U B L I C

SAZKA GROUP: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


G R E E C E

PIRAEUS BANK: Moody's Assigns (P)Caa2 Rating to Sub. Tier 2 Notes


I T A L Y

GOLDEN BAR 2021-1: Moody's Assigns Ba1 Rating to EUR16MM E Notes


L U X E M B O U R G

BREEZE FINANCE: Moody's Cuts Rating on Class A Secured Bonds to B3


N E T H E R L A N D S

MODULAIRE INVESTMENTS: Moody's Affirms 'B2' CFR, Outlook Stable


R U S S I A

BANK URALSIB: Moody's Upgrades LongTerm Deposit Ratings to B1


S P A I N

IBERCAJA BANCO: Moody's Upgrades LongTerm Deposit Ratings to Ba1


U N I T E D   K I N G D O M

DERBY COUNTY FOOTBALL: Recovery May Take Long Time, Director Says
DERBY COUNTY FOOTBALL: Still Owes Arsenal GBP8MM for Bielik Sale
GALAXY FINCO: Moody's Affirms B2 CFR & Alters Outlook to Negative
GREENSILL CAPITAL: Swiss Police Raids Credit Suisse Offices
KUHNEL GRAPHICS: Bought Out of Administration by Zebra Print

MICRO FOCUS: Fitch Affirms 'BB-' LT IDRs & Alters Outlook to Neg.
NORTHERN POWERHOUSE: Two Llandudno Hotels Set to Reopen
OSB GROUP: Fitch Assigns Final B+ Rating on GBP150MM AT1 Notes

                           - - - - -


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B E L A R U S
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BELARUS: Moody's Affirms B3 Issuer Rating & Alters Outlook to Neg.
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Moody's Investors Service has changed the outlook on the Government
of Belarus to negative from stable and has affirmed Belarus's
foreign and domestic currency long-term issuer and foreign currency
senior unsecured ratings at B3.

The key drivers for the change in the outlook to negative are:

1. Heightened debt refinancing risks given tightening economic and
financial sanctions that constrain financing options; and

2. Belarus's limited reserves reduce capacity to withstand further
shocks amid heightened political instability.

The affirmation of the B3 ratings reflects that, in Moody's
baseline view, refinancing over the next 12-18 months will be
supported by Belarus's accumulated savings as well as continued
financial support from Russia (Baa3 stable). The affirmation also
reflects that Belarus benefits from relatively high per-capita
wealth despite the inefficiencies of its public sector-dominated
economy. Furthermore, the affirmation also takes into account
Belarus's moderate government debt levels although fiscal strength
remains exposed to a high reliance on foreign-currency debt and
high levels of state ownership.

Belarus's local- and foreign-currency country ceilings remain
unchanged at B2 and B3, respectively. The one-notch gap between the
local-currency ceiling and the sovereign rating reflects Belarus's
very weak external balances, the large footprint of the government
in the economy and financial system, low predictability of
institutions and elevated political risk. The one-notch gap between
the foreign-currency ceiling and the local-currency ceiling
reflects Belarus's largely closed capital account and moderate
external debt which provide some incentive to impose transfer and
convertibility restrictions.

RATINGS RATIONALE

RATIONALE FOR THE CHANGE IN OUTLOOK TO NEGATIVE FROM STABLE

FIRST DRIVER: HEIGHTENED DEBT REFINANCING RISKS GIVEN TIGHTENING
SANCTIONS

The first driver of the decision to change the outlook on Belarus
to negative is the tightening sanctions environment which increases
risks to debt refinancing, in particular given Belarus' constrained
access to external financing sources. Furthermore, Moody's expects
Belarus's dependence on Russia for economic and financial support
will further increase due to the more stringent sanctions
environment.

Belarus has faced tightening economic and financial sanctions since
the disputed presidential elections in August 2020, with more
stringent measures imposed by western countries following the
forced rerouting of a plane to arrest an opposition journalist in
May 2021. A range of co-ordinated, albeit not entirely consistent,
restrictions on key exports, such as refined oil and potash
fertilizer, and access to western financial markets has been
imposed in recent months by important economic partners such as the
European Union (EU, Aaa stable), the United States (US, Aaa stable)
and the United Kingdom (UK, Aa3 stable).

While the precise impact of the sanctions will ultimately depend on
the extent to which Belarus is able to mitigate the effects through
increased support from other markets, such as Russia, Moody's
considers the balance of risks to Belarus's economic and fiscal
performance, and therefore to refinancing prospects, to be clearly
to the downside. Furthermore, Belarus's ongoing tensions with the
west have increased the likelihood of additional restrictions being
imposed (the EU has indicated that it has started preparing a 5th
package of sanctions), with little prospect of existing measures
being lifted.

Moody's expects that Belarus will need to finance its sizeable
fiscal deficits while facing constrained access to new sources of
financing. The worsening economic environment will weigh on tax
receipts, and in particular revenue from foreign economic activity
which accounted for around 8% of general government revenue in
2020. Furthermore, the potential need to provide financial support
to Belarus's large state-owned enterprise (SOE) sector,
particularly those SOEs impacted by the more stringent sanctions,
may also weigh on the budget in the coming years. Moody's forecasts
a fiscal deficit of 2.6% of GDP in 2022, after a similar budget
outturn in 2021, and the deficit could turn out significantly
larger if the downside risks arising from the tightening sanctions
environment were to materialize.

At the same time, Belarus's access to western financial markets has
effectively closed following the imposition of financial sanctions
by the EU and UK which restrict Belarus from accessing their
capital markets for new sovereign debt and loans. Belarus also
faces an $800 million Eurobond repayment in February 2023 which
will add to its financing requirements in the coming years. The
negative outlook reflects the risk that Belarus may face a much
larger borrowing requirement amid constrained financing sources
given the uncertain impact of the tightening sanctions environment
on the economy and budget.

The more stringent economic and financial restrictions imposed by
the west will also increase Belarus's dependence on Russia, de
facto Belarus' main source of financing. Economic ties between both
countries will likely further strengthen as Belarus looks to divert
its exports away from western markets. Moody's expects Belarus's
integration with Russia to deepen to secure economic and financial
support. As a result, Belarus's credit profile will remain highly
dependent on its relationship with Russia, which has been volatile
in the past.

SECOND DRIVER: LIMITED RESERVES REDUCES CAPACITY TO WITHSTAND
FURTHER SHOCKS

The second driver of the decision to assign a negative outlook is
Belarus' limited foreign exchange reserves which elevates external
vulnerability risks and reduces the sovereign's capacity to
withstand further shocks amid the heightened political
instability.

Belarus's foreign exchange reserves fell markedly over 2020 as the
central bank sold reserves to help stabilise the weakening exchange
rate amid the uncertainty arising from the pandemic and the
heightened political instability following the disputed
presidential election. Foreign exchange reserves -- Moody's
definition for the purposes of assessing a sovereign's
susceptibility to external pressures is limited to foreign currency
holdings -- fell to $3.0 billion at the end of 2020, almost half
the level of the $5.6 billion reserves at the end of 2019, and
covered just above one month of imports of goods and services.
Foreign exchange reserves have been recently supplemented by the
SDR allocation of around $900 million provided by the International
Monetary Fund in August 2021, as part of its general allocation to
help members cope with the impact of the pandemic.


While foreign exchange reserves have broadly stabilised in recent
months, and rose to $4.0 billion at the end of August 2021,
Belarus's current account deficits and sizeable public sector debt
repayments over the coming years will continue to weigh on the
country's reserve levels. Belarus's external vulnerability
indicator (EVI), which compares foreign-exchange reserves with
short-term and currently maturing external debt plus long-term
nonresident deposits, is forecast to rise to around 518% on average
over 2021-2022, the third highest EVI ratio in Moody's sovereign
rating universe, from 341% in 2020.

As a result, Belarus's credit profile remains susceptible to the
risk of a marked further weakening in the Belarusian ruble or a
significant rise in bank deposit outflows, particularly in the
event that new sanctions were to materially impact on confidence.
While the Belarusian ruble has been relatively stable in recent
months, a sustained currency depreciation would add to already
significant inflationary pressures -- headline inflation reached
9.8% in August 2021 from 5.5% on average over 2020 -- and likely
require the central bank to further draw upon its low foreign
exchange reserves to support the exchange rate. A further material
deterioration in foreign exchange reserves would lead to a marked
worsening in Belarus's already elevated external vulnerability and
give rise to negative credit pressures.

RATIONALE FOR AFFIRMING THE B3 RATINGS

The affirmation of the B3 ratings reflects that, in Moody's
baseline view, refinancing over the next 12-18 months will be
supported by Belarus's accumulated savings as well as continued
financial support from Russia.

Moody's expects Russia (and to a lesser extent China (A1 stable))
to remain the main source of contingency financing for Belarus, as
evidenced by the $1.5 billion loan agreed between Russia and
Belarus in 2020 and the recent commitment by Russia to provide
around $600 million by the end of 2022, with the potential for
further financing support as part of negotiations around increased
integration between the two countries. In addition, Belarus's
liquidity needs will be supported by savings accumulated by the
Ministry of Finance which are held at the central bank, amounting
to $4.6 billion (7.4% of forecast 2021 GDP) at the end of July
2021, while Moody's expects the IMF SDR allocation would be
available to support refinancing if needed.

Disbursement's from Russia's loan together with accumulated savings
and refinancing on the domestic market will help finance Belarus's
borrowing needs in 2021, with debt amortisations largely due to
Russia and the Eurasian Fund for Stabilisation and Development as
well as China in line with their sizeable holdings in the overall
stock of government debt. Debt repayments will rise in 2023 as a
result of the Eurobond maturity and the expected start of
repayments to Russia for the nuclear power plant loan.

Moreover, the Belarusian authorities have always demonstrated a
strong willingness to pay despite repeated balance-of-payments
crises. In particular, the authorities have shown a strong ability
to manage the budget in a prudent fashion given the periodic nature
of external financing and that reserve buffers have always been
very limited. As such, Moody's expects Belarus will likely
constrain budget spending in the face of limited financing options,
helping to mitigate some of the impact on government financing.

Furthermore, the affirmation of the B3 ratings reflects that
Belarus's credit profile benefits from relatively high per-capita
wealth and human capital despite the inefficiencies of its
state-dominated economy and adverse demographics. While weaknesses
in the rule of law and the restrictive election environment weigh
on Moody's overall assessment of Belarus's institutions, there has
been a strengthening, albeit from low levels, in the effectiveness
of some macroeconomic and fiscal policies in the years leading up
to the pandemic. Finally, the affirmation reflects the government's
moderate debt burden relative to B3-rated peers following a marked
reduction in government debt prior to the crisis, although fiscal
strength faces risks from exchange rate shocks given a high
reliance on foreign-currency debt while high levels of state
ownership pose sizeable contingent liability risks.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Belarus' ESG Credit Impact Score is highly negative (CIS-4),
reflecting moderately negative exposures to environmental and
social risks and a highly negative governance profile, with
weaknesses in institutions also explaining the sovereign's low
resilience to environmental and social risks despite relatively
favourable income levels and moderate government debt.

Belarus is moderately exposed to environmental risks, in particular
from carbon transition risks given the importance of the country's
large oil refinery sector, as well as from risks posed by water
scarcity and physical climate risks. Belarus' exposure to physical
climate risks is exacerbated by the moderately important role
played by the agriculture sector, accounting for around 7% of GDP
and 11% of employment, which exposes Belarus' economy to
weather-related events and trends. Its overall E issuer profile
score is therefore moderately negative (E-3 issuer profile score).

Exposure to social risks is moderate (S-3 issuer profile score) and
primarily reflects unfavourable demographics, despite the country's
high levels of human capital which is reflected in relatively low
poverty and inequality and strong educational attainment. In
particular, Belarus' declining and ageing population will continue
to represent a major headwind for the economy. Furthermore, Belarus
faces social risks emanating from labour and income as, despite
relatively high wealth levels, the economic model relies on access
to the Russian market and social security provided by the large,
inefficient state-owned enterprise sector.

Belarus has a highly negative governance profile score (G-4 issuer
profile score), reflecting weaknesses in the rule of law and for
voice and accountability. Belarus scores below rated peers on
international surveys of the effectiveness of judicial and legal
processes. Furthermore, there is limited opportunity for
independent bodies or civil society to influence policymaking and
act as a check on the exercise of government power, while the
restrictive election environment and the lack of any significant
competition weighs on democratic freedom in the country. These
risks have crystallised in wide-spread protests, particularly
around the time of elections, and led to the imposition of
sanctions in Belarus. These weaknesses also contribute to Belarus'
relatively low resilience to environmental and social risks,
despite relatively favourable income levels and moderate government
debt.

GDP per capita (PPP basis, US$): 20,187 (2020 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): -0.9% (2020 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 7.3% (2020 Actual)

Gen. Gov. Financial Balance/GDP: -3.3% (2020 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: -0.4% (2020 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Economic resiliency: b1

Default history: No default events (on bonds or loans) have been
recorded since 1983.

On September 28, 2021, a rating committee was called to discuss the
rating of the Belarus, Government of. The main points raised during
the discussion were: The issuer has become increasingly susceptible
to event risks. Other views raised included: The issuer's economic
fundamentals, including its economic strength, have not materially
changed. The issuer's institutions and governance strength, have
not materially changed. The issuer's fiscal or financial strength,
including its debt profile, has materially decreased.

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

Belarus's ratings would likely be downgraded if the government's
refinancing prospects were to worsen materially such that its
credit profile would be consistent with a rating in the Caa
category. For example, a larger than expected economic and fiscal
impact from the more stringent sanctions environment, including the
possibility of further material restrictions being imposed, which
significantly increased the sovereign's gross borrowing
requirements, would be negative. Refinancing prospects would also
materially worsen if there were to be a marked depletion in the
government's fiscal savings or indications of reduced financing
support from Russia. The ratings would also likely be downgraded if
there were to be a substantial further decline in the liquid
component of Belarus's foreign exchange reserves which further
increased the sovereign's vulnerability to external shocks.

The negative outlook suggests an upgrade is unlikely in the near
term. The outlook could be changed to stable if the economic and
fiscal impact of the more stringent sanctions environment would be
relatively moderate and Russia continued to demonstrate a
commitment to provide funding to Belarus when needed, such that
refinancing pressures remain contained and consistent with a B3
rating. Furthermore, a stabilisation or increase in foreign
exchange reserves, helping to mitigate the risk of a further rise
in external vulnerability risks, would also be consistent with a
stable outlook. While unlikely, a reduction in tensions with
western countries which reduces the probability of new sanctions
being imposed or Belarus regaining access to external capital
markets would also support a stabilisation in the outlook.

The principal methodology used in these ratings was Sovereign
Ratings Methodology published in November 2019.




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AGROKOR DD: Nomad Foods Completes Acquisition of Fortenova Frozen
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bne IntelliNews reports that Nomad Foods said it has completed the
acquisition of the frozen food business group of Croatia's
Fortenova Group.

The EUR615 million deal was signed in March, bne IntelliNews notes.


"We are delighted to complete this acquisition and are eager to
welcome the team to Nomad Foods.  Fortenova Frozen has performed
well in 2021 and we expect the strength of our combined
organizations to create value for years to come, building on a
solid foundation underpinned by market leading brands, operational
excellence and a strategic focus in frozen food," bne IntelliNews
quotes Stefan Descheemaeker, Nomad Foods' chief executive officer,
as saying in a press release.

Fortenova Frozen is operating in markets new to Nomad Foods,
including Croatia, Serbia, Bosnia & Herzegovina, Hungary, Slovenia,
Kosovo, North Macedonia and Montenegro, bne IntelliNews discloses.

Fortenova, the successor company to food and retail giant Agrokor,
decided to sell Ledo plus in Croatia, Ledo Citluk in Bosnia &
Herzegovina and Frikom in Serbia, and several smaller affiliated
companies that together make up the frozen food business group, bne
IntelliNews relates.

In March, Fortenova took back control of Slovenia's largest
retailer Mercator after its shareholders approved a swap share
deal, bne IntelliNews recounts.  The transaction was a final step
in the restructuring of former regional food and retail giant
Agrokor, which was saved from bankruptcy in 2017 through a deal
with international creditors, bne IntelliNews notes.

Agrokor acquired Slovenia's Mercator in 2014, but in 2019, all
Agrokor assets except Mercator were transferred to Fortenova, bne
IntelliNews states.




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C Z E C H   R E P U B L I C
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SAZKA GROUP: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
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Fitch Ratings has affirmed SAZKA Group's Long-Term Issuer Default
Rating (IDR) at 'BB-' with a Stable Outlook. Fitch has also
affirmed SAZKA Group's senior secured notes at 'BB-' with a
Recovery Rating of 'RR4'. Both the IDR and the senior secured note
ratings were removed from Under Criteria Observation (UCO), where
they were placed on April 9, 2021.

The IDR affirmation reflects the business recovery of SAZKA Group,
with solid profitability that will allow leverage metrics to trend
towards Fitch's positive sensitivities in 2021. The group continues
to dominate in most of its niche-market segments. The Stable
Outlook reflects stable performance of its lottery segment and its
lower exposure to regulatory risks than other gaming segments.

The ratings are constrained by a complex group structure, which
currently has a high share of minority shareholders at midco/opco
levels, and uncertainty on the group's future financial policy.

The rating of the senior secured notes reflects Fitch's view of
relative claim on enterprise value (EV) for those in a default of
SAZKA Group, under Fitch's Corporate Recovery Ratings and
Instrument Ratings Criteria. No notching uplift is applied due to
structural subordination of senior secured debt at holdco level to
opco debt and the nature of security.

KEY RATING DRIVERS

Mixed Business Recovery Trends: SAZKA Group's operations have
demonstrated an uneven improvement in 2021. Land-based venues tend
to recover rapidly from pandemic lockdowns, but occasional
reinstatements of certain restrictions may delay a full recovery in
revenue in land-based operations to 2019 levels at least until
2023. Fitch expects that this will be partially offset by stronger
performance of online segments and that SAZKA Group's gross gaming
revenue (GGR) on a comparable basis will reach 2019 levels in
2022.

New Tax Benefits for OPAP: OPAP, SAZKA Group's subsidiary in
Greece, is eligible for a material reduction in cash taxes on a
major part of its gross gaming revenues since October 2020, due to
a sizeable prepayment of gaming taxes by OPAP. Fitch expects the
annual effect of these savings at EUR150 million-EUR250 million
over Fitch's four-year forecast horizon, allowing SAZKA Group to
maintain a free cash flow (FCF) margin of close to 20%. However, a
review of eligibility of the majority of OPAP's revenues for the
tax prepayment would be an event risk.

New Investor, Expansionary Growth: In 2020 SAZKA Group raised
EUR500 million in equity investments from Apollo Global Management
through Sazka Entertainment, a holding company one level above
SAZKA Group. Most of the equity investment funds currently sit
outside the consolidation scope, and any further international
growth may still be partly funded through SAZKA Group's own FCF.
Fitch's rating case does not assume growth in new markets to be
funded by SAZKA Group's cash flows.

Coronavirus-Tested Lottery Resilience: SAZKA Group's business
profile, concentrated in lotteries (70% of revenue), has proven
resilient during the pandemic, except for an extraordinary
one-month suspension of lottery drawings in Italy, and partial
closure of its retail distribution network in Greece and Cyprus.
Double-digit online growth in 2020 and so far in 2021 have helped
offset revenue shortfall in other geographies, performing
particularly well in the Czech Republic.

Geographic Diversification Mitigates Risks: SAZKA Group holds
stakes in gaming companies with strong competitive positions in
Greece, Italy and Austria, and is the top operator in the lottery
segment in all three countries, in addition to the Czech Republic.
Fitch believes the regulatory environment for lottery games is more
stable and less susceptible to government interference than other
types of gaming, such as sports betting and casino games. However,
regulatory risks still exist, and given SAZKA Group's exposure to
some heavily indebted European sovereigns, the group could face
gaming tax increases (as seen in the Czech Republic in 2020) or
possible limits on wagers that could restrict cash flows.

FCF Supports Deleveraging: FCF generation is expected to remain
strong at all subsidiary levels, allowing for swift deleveraging
over the next three to four years at both opco and holdco levels
even after accounting for sizeable associate dividends at opco and
midco levels. Fitch does not assume that all operational cash flows
will be used for deleveraging. Capital intensity of the current
business is forecast to remain low although Fitch expects it to
increase slightly after the consolidation of CASAG.

Capital Structure Continues to Improve: SAZKA Group reduced its
group-structure complexity in 2020. In addition to raising senior
secured debt at holdco level and using the funds to fully prepay
midco debt and partially prepay opco debt, it has continued to
increase its shareholding stake in CASAG and OPAP. However,
minority stakes at opco and midco levels remain significant and
result in large cash leakage to minorities when dividends are
up-streamed to holdco. Its capital structure also still includes
sizeable priority gross debt at opcos that need to be serviced
before cash can be up-streamed to SAZKA Group.

Comfortable Debt Service at HoldCo: Fitch estimates comfortable
dividend interest cover at holdco of 2.4x in 2021, before gradually
recovering to pre-crisis levels (of over 5.5x) in 2022. SAZKA Group
continues to opt for a dividend scrip from OPAP, which puts some
pressure on its debt service coverage, but the optionality to
receive cash provides headroom. Fitch expects satisfactory debt
servicing capabilities until 2023 relative to Fitch's 2.5x negative
sensitivity since the next significant holdco debt maturities are
not due until 2024 and beyond.

DERIVATION SUMMARY

SAZKA Group's profitability, measured by EBITDA and EBITDAR
margins, is strong relative to that of gaming peers, such as
Flutter Entertainment plc (BBB-/Stable) or Entain plc
(BB/Positive), which are the largest sportsbook operators globally.
SAZKA Group has high concentration on lottery revenue, which is
less volatile, and displays good geographical diversification
across Europe with businesses in the Czech Republic, Austria,
Greece, and Italy, albeit weaker than the multi-regional revenue
base of Flutter and Entain. However, it has smaller scale and
higher leverage than Flutter and Entain, as well as a more complex
group structure, all of which justify SAZKA Group's lower rating.

KEY ASSUMPTIONS

-- Low single-digit growth for the land-based business in and
    double-digit growth for online in 2021, before stabilising at
    mid-single digits over 2022-2023.

-- Growth in 2022-2024 driven by increased online volumes in core
    markets (the Czech Republic, Greece, Austria), to varying
    degree by country, depending on local platform strength,
    supplemented by continued recovery of land-based operations in
    2022.

-- Consolidated EBITDA margin to gradually improve to pre-
    pandemic levels before gaming tax benefits.

-- Gaming tax benefits for OPAP at around 15% of total GGR.

-- Dividend distribution from all opcos remaining stable; scrip
    dividend for OPAP in 2021.

-- Bolt-on acquisitions of EUR150 million p.a. starting from
    2022, at EV/EBITDA multiple of 10x.

RATING SENSITIVITIES

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

-- Reduced group-structure complexity, for example, via
    permanently falling intermediate holdco or opco debt together
    with further clarity on commitment to financial and dividend
    policies at SAZKA Group;

-- Further strengthening of operations combined with increased
    access to respective cash flows;

-- Sound financial discipline leading to proportionally
    consolidated FFO lease-adjusted leverage sustainably below
    4.5x;

-- Proportionally consolidated FFO fixed charge cover above 3.0x
    and gross dividend/ gross interest ratio at holdco of above
    2.5x on a sustained basis.

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

-- Deterioration of operating performance, for example, linked to
    renewed Covid-19 restrictions or increased regulation and
    taxation leading to consolidated EBITDA margin below 25% on a
    sustained basis;

-- More aggressive financial policy as reflected in
    proportionally consolidated FFO lease-adjusted leverage
    sustainably above 5.5x;

-- Proportionally consolidated FFO fixed charge cover below 2.5x
    and gross dividend/interest at holdco of less than 2.0x on a
    sustained basis;

-- Raising material structurally senior debt at intermediate
    holdco level or at subsidiary level could lead to notching
    down the senior secured debt rating from the IDR.

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

Financial Flexibility Supported by FCF: Liquidity is solid on a
proportionally consolidated basis with around EUR630 million of
available cash at end-2020, and is expected to remain satisfactory
at around EUR800 million by end-2021 under Fitch's rating case. A
new EUR200 million revolving facility provides additional
liquidity. This is supplemented by robust proportionally
consolidated FFO fixed charge coverage under Fitch's rating case of
3.9x in 2020, which is expected to reach 4.9x in 2021.

Under the new consolidation scope including CASAG, Fitch has
restricted EUR40 million for winnings and jackpots.

Fitch expects flexibility on dividends being up-streamed through
the group structure, due to no debt service requirements at the
intermediate holdco, despite additional interest payable from
additional holdco debt raised in 2020.

Reported liquidity was sound at end-2020 with EUR842 million (2019:
EUR763 million) of cash on balance sheet on a fully consolidated
basis.

ISSUER PROFILE

SAZKA Group is the lottery gaming and betting operator leader in
the Czech Republic with a 95% market share. SAZKA Group has become
the largest European private lottery operator and remains the only
provider of lotteries in Austria and Greece and the only provider
of fixed-odds numerical lotteries in Italy.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch's credit metrics are based on the proportionate consolidation
of SAZKA Group's stake in the Greek operations (OPAP), and
dividends up-streamed only from the group's equity stake in the
Italian (LottoItalia). This differs from management's definition of
proportionate consolidation as well as published financials, which
are shown on a fully consolidated basis.

Forecast Fitch-adjusted proportional consolidation FFO leverage
metrics differ from Fitch-adjusted fully consolidated FFO leverage
metrics by up to 0.5x.

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.




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PIRAEUS BANK: Moody's Assigns (P)Caa2 Rating to Sub. Tier 2 Notes
-----------------------------------------------------------------
Moody's Investors Service assigned local and foreign currency
long-term senior unsecured (also commonly referred to as "senior
preferred") and subordinated (also commonly referred to as "Tier 2
notes") ratings of (P)Caa1 and (P)Caa2 respectively to Piraeus Bank
S.A.'s Euro Medium Term Note (EMTN) programme. The rating agency
has also assigned a (P)Caa2 to Piraeus Financial Holdings S.A.'s
senior unsecured and subordinated debt ratings under the same EMTN
programme.

This rating assignment follows Piraeus Bank's update of its EUR25
billion EMTN programme, under which the bank can issue debt
designated as "Senior Preferred Notes", including "Senior Preferred
Liquidity Notes", and "Tier 2 Notes" in the documentation. The
senior preferred and Tier 2 notes can also be issued out of the
bank's holding company, Piraeus Financial Holdings S.A.

The Tier 2 notes would rank junior to other senior unsecured
obligations and senior to any capital instruments (Additional Tier
1) in resolution and insolvency. All other outstanding ratings and
assessments of the bank remain unchanged, including the positive
deposit rating outlook.

RATINGS RATIONALE

ASSIGNMENT OF SENIOR UNSECURED PROGRAMME RATINGS

The (P)Caa1 rating assigned to Piraeus Bank S.A.'s long-term senior
unsecured EMTN programme reflects (1) the bank's caa1 Adjusted
Baseline Credit Assessment (Adjusted BCA); and (2) no rating uplift
from Moody's Advanced Loss Given Failure (LGF) forward-looking
analysis that incorporates the bank's funding plans based on its
minimum requirement for own funds and eligible liabilities (MREL),
which has been set at 26.5% of the bank's risk-weighted assets
(RWAs) to be met by the end of 2025. Currently the bank has a
relatively low loss absorption buffer provided in its liability
structure with no other senior unsecured obligations outstanding,
and EUR900 million subordinated Tier 2 bonds combined with EUR600
million Additional Tier 1 (AT1) capital notes available as more
junior instruments.

Moody's expects the bank to fully comply with its interim MREL of
16.1% by the end of 2021, while its recent track record to tap the
international unsecured capital markets through its AT1 and Tier 2
issuances from its holding company ensure the operating bank's
ability to issue more MREL-eligible instruments, predominantly
senior preferred debt, over the next four years.

The (P)Caa2 assigned to Piraeus Financial Holdings S.A.'s long-term
senior unsecured EMTN programme, is positioned one notch lower than
the corresponding rating assigned to Piraeus Bank S.A., because
senior unsecured holding company obligations are likely to be
junior to senior unsecured debt issued by the operating company.
This reflects Moody's view that regulators will generally expect
holding company senior debt to fund inter-company debt that is
subordinated to the operating company's senior unsecured debt.

The rating agency assumes a low probability of support from the
Government of Greece (Ba3, stable) in favour of the senior
unsecured debt holders of both the bank and the holding company,
which does not translate into any rating uplift. Concurrently,
Moody's has recently upgraded Piraeus Bank S.A.'s BCA and Adjusted
BCA to caa1 from caa2, taking into consideration the nonperforming
exposure (NPE) derisking of its balance sheet combined with its
operating efficiency and new lending that will support its core
profitability going forward. The bank has also recently announced
the completion of another NPE securitization of EUR7.2 billion
(Sunrise I), which minimizes execution risks for implementing the
rest of its 'Sunrise' transformation plan.

  ASSIGNMENT OF SUBORDINATED PROGRAMME RATINGS

The (P)Caa2 rating assigned to the subordinated (Tier 2) MTN
programme for both Piraeus Bank S.A. and Piraeus Financial Holdings
S.A. is driven by (1) Piraeus Bank S.A.'s Adjusted BCA of caa1; and
(2) Moody's Advanced LGF forward-looking analysis, which indicates
likely higher loss severity for these instruments in the event of
the bank's failure, leading to a positioning of one notch below the
bank's Adjusted BCA.

The rating is positioned at the same level at both the operating
bank and the holding company, to reflect the rating agency's view
that in a potential resolution scenario the relative authority is
likely to treat similarly any subordinated obligations within the
group. Similar to the senior unsecured rating, no rating uplift is
incorporated in the bank's subordinated ratings stemming from any
government support.

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

The bank's ratings could be upgraded if the bank's asset quality
improves substantially in line with its Sunrise transformation
plan. Tangible improvements in the bank's core profitability, on
the back of a recovering Greek economy will also lead to a rating
upgrade, while any significant change in the bank's liability
structure through the raising of more senior or subordinated debt
could also trigger rating upgrades through Moody's Advanced LGF
forward-looking analysis.

A downgrade of the ratings of Piraeus Bank S.A. is unlikely given
its positive rating outlook. However, the outlook could change to
stable in the event of a material negative impact on domestic
consumption and economic activity from the pandemic after-shock, to
the extent that it will significantly deteriorate the bank's asset
quality and underlying financial fundamentals. The deposit ratings
could also be downgraded if the sovereign rating and the Macro
Profile for Greece are downgraded, or the bank is unable to further
reduce its stock of NPEs by 2022.

Piraeus Financial Holdings S.A. is based in Athens, Greece with
total consolidated group assets of EUR75 billion as of June 2021.

LIST OF AFFECTED RATINGS

Issuer: Piraeus Bank S.A.

Assignments:

Subordinate Medium-Term Note Program, Assigned (P)Caa2

Senior Unsecured Medium-Term Note Program, Assigned (P)Caa1

Issuer: Piraeus Financial Holdings S.A.

Assignments:

Subordinate Medium-Term Note Program, Assigned (P)Caa2

Senior Unsecured Medium-Term Note Program, Assigned (P)Caa2

PRINCIPAL METHODOLOGY

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




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

GOLDEN BAR 2021-1: Moody's Assigns Ba1 Rating to EUR16MM E Notes
----------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to Notes issued by Golden Bar (Securitisation) S.r.l.
Series 2021-1

EUR451.5M Class A-2021-1 Asset-Backed Floating Rate Notes due
September 2041, Assigned Aa3 (sf)

EUR15.0M Class B-2021-1 Asset-Backed Floating Rate Notes due
September 2041, Assigned A3 (sf)

EUR10.0M Class C-2021-1 Asset-Backed Floating Rate Notes due
September 2041, Assigned Baa1 (sf)

EUR7.5M Class D-2021-1 Asset-Backed Floating Rate Notes due
September 2041, Assigned Baa2 (sf)

EUR16.0M Class E-2021-1 Asset-Backed Fixed Rate Notes due
September 2041, Assigned Ba1 (sf)

Moody's has not assigned a rating to the subordinated EUR 5.0M
Class F-2021-1 Asset-Backed Fixed Rate Notes due September 2041 and
EUR0.1M Class Z-2021-1 Asset-Backed Variable Return Notes due
September 2041.

RATINGS RATIONALE

The Notes are backed by a 15 months revolving pool of Italian prime
auto loans originated by Santander Consumer Bank S.p.A (NR). This
represents the twenty-second issuance out of the Golden Bar
program.

The portfolio of assets amount to approximately EUR500 million as
of September 9, 2021 pool cut-off date. The Reserve Fund will be
funded to 1% of the total Notes balance at closing and the total
credit enhancement for the Class A Notes will be 10.7%.

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

According to Moody's, the transaction benefits from various credit
strengths such as a granular portfolio and a non-amortizing
liquidity reserve sized at 1% of the rated notes balance. However,
Moody's notes that the transaction features some credit weaknesses
such as an unrated servicer and a structure which allows for
periods of pro rata payments under certain scenarios. Various
mitigants have been included in the transaction structure such as a
back-up servicer facilitator which is obliged to appoint a back-up
servicer if certain triggers are breached, as well as a performance
trigger which will switch back the principal payment waterfall to
sequential if the cumulative loss ratio surpasses 1.00% at the
first calculation date, 1.50% at the second calculation date, 2.00%
at the third calculation date, and 2.50% at the fourth and
remaining calculation dates.

The portfolio of underlying assets was distributed through dealers
to private individuals (94.6%) and individual entrepreneurs (5.4%).
The receivables finance the purchase of new (71.1%) and used
(28.9%) cars. As of September 9, 2021 the portfolio consists of
44,337 auto finance contracts to 44,265 borrowers with a weighted
average seasoning of 7 months. The contracts have equal instalments
during the life of the contract and there are not larger balloon
payments at maturity.

Moody's determined the portfolio lifetime expected defaults of 2%,
expected recoveries of 15% and Aa3 portfolio credit enhancement
("PCE") of 10% related to borrower receivables. The expected
defaults and recoveries capture Moody's expectations of performance
considering the current economic outlook, while the PCE captures
the loss we expect the portfolio to suffer in the event of a severe
recession scenario. Expected defaults and PCE are parameters used
by Moody's to calibrate its lognormal portfolio loss distribution
curve and to associate a probability with each potential future
loss scenario in the cash flow model to rate Auto ABS.

Portfolio expected defaults of 2% is in line with the EMEA Auto ABS
average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account (i) historical
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations, such as
the high balloon component of the portfolio.

Portfolio expected recoveries of 15% is lower than the EMEA Auto
ABS average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account (i) historical
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.

PCE of 10% is in line with the EMEA Auto ABS average and is based
on Moody's assessment of the pool which is mainly driven by: (i)
the portfolio characteristics, (ii) the relative ranking to
originator peers in the EMEA market. The PCE level of 10% results
in an implied coefficient of variation ("CoV") of 86%.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
September 2021.

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

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

Factors that may cause an upgrade of the ratings of the notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.




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L U X E M B O U R G
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BREEZE FINANCE: Moody's Cuts Rating on Class A Secured Bonds to B3
------------------------------------------------------------------
Moody's Investors Service has taken the following rating actions
for debt facilities raised by Breeze Finance S.A. (Breeze, the
Issuer):

Downgraded to B3 from B2 the rating of the 4.524% EUR287 Class A
senior secured bonds due in 2027 (the Class A bonds); and

Downgraded to C from Ca the rating of the 6.708% EUR84 Class b
senior subordinated bonds due in 2027 (the Class B bonds and,
together with the Class A Bonds, the Bonds).

Concurrently, Moody's has changed the outlook to negative from
stable.

RATINGS RATIONALE

RATIONALE FOR CLASS A BONDS RATING

The downgrade of the Class A Bonds reflects Moody's view of a
higher probability that the current balance of the debt service
reserve account (DSRA) will be depleted prior to maturity and
project cashflows may not be sufficient to meet Class A debt
service through to maturity in April 2027. This is primarily driven
by lower wind resource and therefore production continuing to
remain materially below the initial forecasts. To date, the Issuer
has drawn on the DSRA six times, most recently a drawdown of EUR2
million in April 2021, in order to pay principal and interest due
on the Class A Bonds.

The Class A bonds' B3 rating also reflects their seniority relative
to the Class B bonds and their structural weaknesses. In
particular, replenishment of the Class A bonds' DSRA is subordinate
to debt service payments on the Class B bonds, which continue to be
deferred. The replenishment of the Class A DSRA is, therefore,
unlikely once drawn.

  RATIONALE FOR CLASS B BONDS RATING

The downgrade of the Class B Bonds rating reflects their
subordinated position in the financing structure and Moody's view
that they will not be repaid in full. Moody's recovery expectation
(less than 35%) on the Class B Bonds has diminished given the
ongoing deferral of principal and interest (as allowed under the
finance documentation), which Moody's expect will continue to
increase.

Both the Class A and Class B bonds benefit from supportive legal
frameworks in Germany and France, which underpin guaranteed
electricity feed-in tariffs for all wind farms in the portfolio.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Moody's view that further drawdowns
on the DSRA over the next 12-18 months will be required in order to
meet debt service.

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

Moody's do not expect upward ratings movements. However, Moody's
could stabilise the outlook if wind levels are consistently above
P90 projections such that drawdowns of the Class A DSRA over the
next 12-18 months are not required or less material than expected
in Moody's forecast.

Moody's could downgrade the rating for the Class A Bonds if (1)
future withdrawals from the DSRA indicate that the DSRA balance
will become insufficient to meet future shortfalls in debt service
payments; (2) a sale of project shares or debt restructuring that,
in Moody's view, constitutes a distressed exchange; (3) wind levels
are consistently below the updated P90 projections (effective
2018); (4) there is a material decrease in the availability of the
portfolio to below 95%; or (5) there is a sharp increase in
operating costs for a sustained period of time.

The principal methodology used in these ratings was Power
Generation Projects published in June 2021.

Breeze Finance S.A. (Breeze) is a special-purpose financing vehicle
that in 2007 financed the acquisition of a portfolio of 43 wind
farms, 39 of which were located in various regions in Germany and
four in Western France (the project). The project is currently
comprised of 202 turbines across 42 wind farms amounting to a total
operative capacity of 344.1 megawatts (MW). The portfolio generates
around 90% of its power though its Germany-based turbines. All of
the wind farms in the portfolio have been fully operational since
December 2008.




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

MODULAIRE INVESTMENTS: Moody's Affirms 'B2' CFR, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed Modulaire Investments B.V.'s
B2 corporate family rating. Concurrently, the Agency assigned B2
ratings to i) the EUR1,182.5 million equivalent (including GBP250
million backed senior secured debt) local and foreign currency
backed senior secured debts issued by BCP V Modular Services
Finance II PLC, ii) the EUR350 million backed Revolving Credit
Facility (RCF) and the EUR1,120 million backed Term Loan B for
which BCP V Modular Services Holdings IV Limited is the borrower,
and iii) a Caa1 rating to the EUR435 million backed senior
unsecured debt issued by BCP V Modular Services Finance PLC. The
outlook on the issuers is stable.

The assignment of the new ratings reflects the proposed new
liability structure announced on September 27, under the expected
ownership change. On June 27, 2021, Brookfield Business Partners
L.P. (Brookfield) signed a definitive agreement to acquire
Modulaire Investments 2 S.a.r.l from current shareholders including
TDR Capital. Furthermore, the assigned ratings reflect the Agency's
expectations that the volume of debt and their legal terms will be
in line with that considered in Moody's analysis and assumes all
required regulatory approvals will be obtained in a timely manner
resulting in no adverse impact in Modulaire's operations. Upon the
regulatory approvals, the Agency expects the existing debt issued
by Modulaire Global Finance PLC and Modulaire Global Finance 2 Plc
to be redeemed by the new funds raised, at which time the existing
ratings will be withdrawn and the CFR of Modulaire will be
transferred to BCP V Modular Services Holdings III Limited.

Furthermore, the rating agency affirmed the existing B2 rating for
the EUR175 million and EUR685 million 6.5% fixed rate backed senior
secured notes, the B2 rating for the EUR190 million backed senior
secured floating rate notes, and the B2 rating for the USD520
million 8.0% backed senior secured fixed rate notes, all issued by
Modulaire Global Finance Plc. The rating for the USD305 million
10.0% backed senior unsecured fixed rate notes issued by Modulaire
Global Finance 2 Plc was affirmed at Caa1. The outlook on the
issuers remains stable.

RATINGS RATIONALE

AFFIRMATION OF EXISTING CFR

The affirmation of Modulaire's B2 CFR reflects its strong revenue
base, supported by growing cash flow generation due to its growing
fleet, and a higher than historical utilization rate, as well as
the much-improved operating environment, which the Agency expects
will support additional growth opportunities.

However, the impact of numerous acquisitions and associated
investments costs has resulted in weak and fluctuating
profitability, albeit improving. Additionally, the entity has a
high reliance on secured financing resulting in high asset
encumbrance and high gross leverage. Moody's expects leverage to
remain elevated under the new proposed funding structure which
envisions a higher debt issuance to be used to pay down current
debt and to bridge finance the Brookfield's acquisition.

Furthermore, the B2 CFR takes into account Modulaire's franchise
strength given that the company is the largest operator by some
distance in most markets in which it operates, with no competitor
having a similar geographic footprint.

ASSIGNMENT OF NEW DEBT RATINGS

The assignment of the B2 backed senior secured debt ratings issued
by BCP V Modular Services Finance II PLC, the B2 backed RCF and the
backed Term Loan B ratings for which BCP V Modular Services
Holdings IV Limited is the borrower, and the Caa1 backed senior
unsecured debt ratings issued by BCP V Modular Services Finance PLC
reflect the results of Moody's Loss Given Default for
Speculative-Grade Companies methodology (LGD model), published in
December 2015 by assessing the priorities of claims and asset
coverage in the proposed liability structure. In Moody's LGD
analysis, the senior secured debts are pari-passu amongst
themselves and with Term Loan B and the RCF, and benefit from the
presence of senior debt that are positioned junior to them. In
accordance with Moody's LGD analysis, the backed senior unsecured
debt is assigned a Caa1 rating due to their subordinated position
and higher expected loss.

AFFIRMATION OF EXISTING DEBT RATINGS
The affirmation of the existing debt ratings also takes into
account the results of Moody's LGD model. Moody's rates the backed
senior secured debt in line with the B2 CFR owing to the debt being
secured on a first lien basis by all shares in material
subsidiaries in Germany and France, as well as bank accounts of
Modulaire and certain other subsidiaries. The senior secured note
holders also have a second lien claim behind Modulaire's
Asset-Based Lending (ABL) facility creditors on assets in
Australia, New Zealand, and the United Kingdom. The Caa1 backed
senior unsecured debt rating reflects the fact that the senior
unsecured creditors are subordinated to secured creditors and the
rating agency expects limited recovery on this debt class in the
event of default.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlooks reflect Moody's expectation that the newly
formed operating entity's credit fundamentals will largely be in
line with that of the existing operating entity Modulaire
Investments B.V. The credit risk arising from the proposed increase
in leverage and asset encumbrance due to a higher volume of debt
issuance is moderated by the improved operating environment, steady
free cash flow generation from underlying operations, reduced
refinancing risk from the longer-term maturities of the new debt
and continued access to liquidity via the new RCF.

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

Moody's could upgrade Modulaire's CFR, if Modulaire (i) improved
its cashflow generation, profitability and debt servicing capacity,
(ii) deleverages so that debt / EBITDA is maintained below 4x ;
and/or (iii) improves its liquidity profile with lower secured debt
reliance and higher cashflow generation relative to its outstanding
debt. An upgrade to the CFR would likely result in an upgrade to
all ratings.

Conversely, Moody's could downgrade Modulaire's CFR if the company
(i) were unable to maintain its cash flow generation; (ii) fails to
maintain a sustainable profitability; and/or (iii) is unable to
deleverage, maintaining gross leverage above 6.5x for a prolonged
time while consuming its cash balances.

Moody's could also change the debt ratings if there are material
changes to the liability structure that increase or decrease
expected recoveries in a default scenario.

LIST OF AFFECTED RATINGS

Issuer: Modulaire Investments B.V.

Affirmation:

Long-term Corporate Family Rating, affirmed B2

Outlook Action:

Outlook remains Stable

Issuer: Modulaire Global Finance Plc

Affirmations:

Backed Senior Secured, affirmed B2

Outlook Action:

Outlook remains Stable

Issuer: Modulaire Global Finance 2 Plc

Affirmation:

Backed Senior Unsecured, affirmed Caa1

Outlook Action:

Outlook remains Stable

Issuer: BCP V Modular Services Finance II PLC

Assignments:

Backed Senior Secured, assigned B2

Outlook Action:

Outlook assigned Stable

Issuer: BCP V Modular Services Holdings IV Limited

Assignments:

Backed Senior Secured Bank Credit Facilities, assigned B2

Outlook Action:

Outlook assigned Stable

Issuer: BCP V Modular Services Finance PLC

Assignment:

Backed Senior Unsecured, assigned Caa1

Outlook Action:

Outlook assigned Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.




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

BANK URALSIB: Moody's Upgrades LongTerm Deposit Ratings to B1
-------------------------------------------------------------
Moody's Investors Service has upgraded Bank Uralsib's (Uralsib)
Baseline Credit Assessment and Adjusted BCA to b1 from b2,
long-term Counterparty Risk Ratings to Ba3 from B1, long-term
Counterparty Risk Assessment to Ba3(cr) from B1(cr) and the
long-term local and foreign currency deposit ratings to B1 from B2.
Concurrently, Moody's has also affirmed the bank's short-term
deposit and Counterparty Risk Ratings of Not Prime and Counterparty
Risk Assessments of Not Prime(cr). Following the upgrade of the
bank's long-term deposit ratings, the outlooks on them as well as
the overall rating outlook have been changed to stable from
positive.

RATINGS RATIONALE

The rating action recognizes a decline in asset risks along with
the recovery in pre-provision earnings that improved the bank's
solvency profile.

According to the bank's IFRS report for the first six months of
2021, problem loans (Stage 3 loans and purchased or originated
credit impaired (POCI) exposures) declined to 9.3% of gross loans
as of June 30, 2021 from 11.6% as of December 31, 2020. In
parallel, the overhang of loans categorized as "Stage 2" have also
materially decreased from around 8% of gross loans as of December
31, 2020 to below 2% as of June 30, 2021. In addition to lower
asset risk, the bank's capital also strengthened in the first six
months of this year, owing to the recovery of loan loss provisions
and improved operating performance. As a result, the bank's
tangible common equity reached 16.1% of risk-weighted assets of
June 30, 2021.

Moody's expects Uralsib's recently achieved operating performance
improvements to sustain in the longer run, so that the bank will
continue to generate annual pre-provision earnings at around 2% of
average total assets.

The rating upgrade also takes into consideration Uralsib's
currently strong liquidity profile, stemming from the relatively
stable and granulated customer base and the high share of liquid
assets, accounting for over 40% of the bank's total assets as of
June 30, 2021. Such structure of the bank's balance sheet also
positions it favorably to benefit from the ongoing increase in
interest rates.

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

Uralsib bank's long-term ratings could be upgraded if the bank were
to further improve its operating performance while enhancing its
regulatory capital metrics.

The ratings could be downgraded in case of a weaker liquidity or
asset quality or if the competitive pressure to translate into
weaker earnings.

LIST OF AFFECTED RATINGS

Issuer: Bank Uralsib

Upgrades:

Adjusted Baseline Credit Assessment, Upgraded to b1 from b2

Baseline Credit Assessment, Upgraded to b1 from b2

Long-term Counterparty Risk Assessment, Upgraded to Ba3(cr) from
B1(cr)

Long-term Counterparty Risk Ratings, Upgraded to Ba3 from B1

Long-term Bank Deposit Ratings, Upgraded to B1 from B2, Outlook
Changed To Stable From Positive

Affirmations:

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

Short-term Counterparty Risk Ratings, Affirmed NP

Short-term Bank Deposit Ratings, Affirmed NP

Outlook Action:

Outlook, Changed To Stable From Positive

PRINCIPAL METHODOLOGY

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




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

IBERCAJA BANCO: Moody's Upgrades LongTerm Deposit Ratings to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded Ibercaja Banco SA's
long-term deposit ratings to Ba1 from Ba2. The outlook on the
long-term deposit ratings is stable. The rating agency has also
upgraded the bank's (1) Baseline Credit Assessment (BCA) and
Adjusted BCA to ba2 from ba3; (2) subordinated debt rating to Ba3
from B1; (3) Counterparty Risk Assessments (CR Assessment) to
Baa2(cr)/Prime-2(cr) from Baa3(cr)/Prime-3(cr); and (4)
Counterparty Risk Ratings (CRR) to Baa3/Prime-3 from Ba1/Not Prime.
Ibercaja's short-term deposit ratings have been affirmed at Not
Prime.

The rating action reflects the gradual improvement of Ibercaja's
risk profile achieved in recent years, principally in terms of
asset risk, and Moody's expectation that the bank's credit strength
will remain resilient to downside risks stemming from the
pandemic.

RATINGS RATIONALE

  RATIONALE FOR UPGRADING THE BCA

The upgrade of Ibercaja's BCA to ba2 from ba3 reflects the bank's
gradual improvement of its asset quality, and Moody's view that its
credit profile will remain resilient to downside risks from the
pandemic. Although at a slower pace than domestic peers, Ibercaja
has been able to gradually reduce its stock of nonperforming assets
(NPAs, nonperforming loans plus foreclosed real estate assets)
since they peaked in 2014. This positive trend has persisted since
the beginning of the pandemic despite the sharp contraction of the
Spanish economy in 2020, with the bank's NPL ratio reducing to 3.0%
at June 2021 from 4.2% at year-end 2019.

Moody's expects a deterioration in Ibercaja's asset quality as the
public support measures put in place to counterbalance the economic
effects of the pandemic are progressively withdrawn. However, the
negative impact will likely be moderate in light of the solid
economic growth prospects in Spain and the bank's portfolio
composition, with residential mortgage making the bulk of its loan
book (60% as of June 2021) and a small exposure to the sectors most
affected by the pandemic. The negative impact will also be partly
compensated by the forward-looking loan loss provisions that the
bank set aside in 2020 in anticipation of a rise in problem loans,
with the loan loss coverage ratio increasing to 68% as of June 2021
from 50% at year-end 2019.

The upgrade of Ibercaja's BCA is also underpinned by the bank's
strong liquidity and funding profile, which constitutes a key
rating strength. The bank benefits from a large retail deposit base
that covers most of the bank's funding needs (78% as of the end of
June 2021); moreover, the share that customer deposits represents
over total funding has been increasing over the last few years
because the deposit base has strengthen while the bank's balance
sheet has progressively declined. The above trend has translated
into lower reliance on market funding (measured as market
funds/tangible assets) and a loan-to-deposit ratio, which, at 84%
at June 2021, is one of the lowest among domestic peers. In
upgrading Ibercaja's BCA, Moody's expects the bank to continue
funding its business primarily through customer deposits, and hence
maintaining a low reliance on market funding.

Ibercaja's BCA remains constrained by the entity's weak recurring
profitability and capitalisation. The bank's exposure to
floating-rate residential mortgages, combined with the historically
low interest rates, is weighing on the bank's net interest income
(NII), its main revenue source. Although Ibercaja is trying to
boost profits by reinforcing non-banking fee and commission
revenues and by improving efficiency, Moody's expects the bank's
return on assets ratio to remain at low levels close to 0.2% over
the outlook period. In addition, Ibercaja shows a weak capital
position, with Moody's key capital metric Tangible Common Equity
(TCE) at 8.8% as of end-June 2021 and a low Moody's calculated
leverage ratio (TCE/tangible assets) of 3.6%. The bank has a large
volume of deferred tax assets on its balance sheet (which
represented around 50% of the Common Equity Tier 1 capital as of
end-June 2021) that Moody's considers a low-quality form of asset
and which weighs on the bank's capital assessment. From a
regulatory perspective, Ibercaja shows a more comfortable capital
position, with a fully-loaded Common Equity Tier 1 ratio of 12.7%
as of end-June 2021.

RATIONALE FOR UPGRADING THE LONG-TERM DEPOSIT RATINGS WITH STABLE
OUTLOOK

The upgrade of Ibercaja's long-term deposit ratings to Ba1 from Ba2
reflect: (1) the upgrade of the bank's BCA and Adjusted BCA to ba2
from ba3; (2) the outcome from the rating agency's Advanced
Loss-Given Failure (LGF) analysis, which results in one notch of
uplift; and (3) Moody's unchanged assessment of a low probability
of government support for Ibercaja, resulting in no rating uplift.

The outlook on Ibercaja's long-term deposit ratings is stable,
reflecting expected steady performance over the next 12-18 months
against a back drop of a still uncertain operating environment due
to the pandemic.

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

Ibercaja's BCA could be upgraded principally as a consequence of a
further reduction in the stock of problematic assets, combined with
a sustained improvement in recurrent profitability and/or stronger
capital and leverage ratios.

As the bank's deposit ratings are linked to its BCA, a positive
change in its BCA would likely affect all ratings. The ratings
could also be upgraded following a significant increase in the
stock of more junior bail-in-able liabilities.

Downward pressure on the bank's BCA could result from (1) a
deterioration in asset risk, stemming from the pandemic, beyond
Moody's current expectations, or (2) the bank's funding profile
becoming more reliant on market funding.

Ibercaja's deposit ratings could also be downgraded following a
significant reduction in the stock of bail-in-able liabilities.

LIST OF AFFECTED RATINGS

Issuer: Ibercaja Banco SA

Upgrades:

Long-term Counterparty Risk Ratings, upgraded to Baa3 from Ba1

Short-term Counterparty Risk Ratings, upgraded to P-3 from NP

Long-term Bank Deposits, upgraded to Ba1 from Ba2, outlook remains
Stable

Long-term Counterparty Risk Assessment, upgraded to Baa2(cr) from
Baa3(cr)

Short-term Counterparty Risk Assessment, upgraded to P-2(cr) from
P-3(cr)

Baseline Credit Assessment, upgraded to ba2 from ba3

Adjusted Baseline Credit Assessment, upgraded to ba2 from ba3

Subordinate Regular Bond/Debenture, upgraded to Ba3 from B1

Affirmations:

Short-term Bank Deposits, affirmed NP

Outlook Action:

Outlook remains Stable

PRINCIPAL METHODOLOGY

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




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

DERBY COUNTY FOOTBALL: Recovery May Take Long Time, Director Says
-----------------------------------------------------------------
Bruna Reis at DerbyshireLive reports that Derby County Football
Club fans have been warned that it could take a long time for the
club to recover from its current crisis.

The Rams recently went into administration and the search is now on
for a potential buyer, DerbyshireLive recounts.

Wayne Rooney's side were docked 12 points as a result, and there
could be a further points penalty on the way for an alleged breach
of the EFL's financial rules, DerbyshireLive discloses.

Derby's players and backroom team have been praised for the way
they have dealt with the blow -- after a number of non-playing
staff having been made redundant -- but there are likely to be more
tough times ahead, DerbyshireLive notes.

"It takes a long time for everyone to start pushing in the same
direction," Sunderland's shareholder and director Charlie Methven
told The Daily Mail, having been in a similar situation on Wearside
three years ago.

"It is a long road before enough people have been moved on, other
people recruited, everyone knows the plan and there are no
lingering politics.

"When the financial situation stabilizes, supporters expect things
to be turned around overnight on the pitch, but the right culture
has to be created behind the scenes if the club is to get on a roll
of success.  Once the club is stable and gets that right, that roll
can last for a decade."


DERBY COUNTY FOOTBALL: Still Owes Arsenal GBP8MM for Bielik Sale
----------------------------------------------------------------
Dan Critchlow at Daily Cannon reports that Derby County Football
Club still owe Arsenal GBP8 million for Krystian Bielik, as the
club search for new ownership after going into administration.

Arsenal sold Krystian Bielik to Derby County in 2019, for a fee
worth up to GBP10 million, but they only received around GBP2
million from the early instalments of the deal, Daily Cannon
relates.  The latest instalment was due in September, and Derby
were late paying it, Daily Cannon notes.

The worry is that with Derby in administration, Arsenal might not
receive the money, Daily Cannon states.  But The Telegraph report
that Arsenal have been assured they will, and Derby's
administrators have included the bill in discussions with possible
buyers, according to Daily Cannon.

The debt owed to Arsenal is probably a particularly sore point at
the moment, as it's one of their largest outstanding balances and
Mr. Bielik isn't even playing, Daily Cannon says.

The 23-year-old picked up the second knee ligament injury of his
Derby career in January, and he's yet to return to the pitch, Daily
Cannon discloses.


GALAXY FINCO: Moody's Affirms B2 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating on Galaxy Finco
Limited, which is an intermediate holding company of Domestic &
General Group Holdings Limited (D&G or the group), as well as the
Caa1 rating of its backed senior unsecured notes. D&G is a
Jersey-domiciled provider of subscription-based appliance care for
the home. Concurrently, Moody's has affirmed the B2 rating of the
backed senior secured notes issued by Galaxy Bidco Limited, the
immediate subsidiary of Galaxy Finco Limited. The outlook for both
issuers has been changed to negative from stable.

RATINGS RATIONALE

The change in outlook to negative reflects rising gross and net
leverage as D&G deploys cash into its digital transformation
initiative and expansion into the US market, a diminished margin
for error or cost overruns in its transformation and expansion
initiatives, and remaining exposure to potential further supply
chain disruptions, which could suppress profitability and financial
flexibility. D&G has reported strong revenue growth supported by
its significant base of subscription revenue that has been
resilient through the recent challenging operating environment.
However, the group's profitability is challenged by its cost
profile, resulting in the need for the group to pursue revenue
growth and cost efficiency opportunities, to enable it to reduce
leverage and strengthen its financial profile.

D&G's debt-to-EBITDA leverage (Moody's calculation) has increased
to 7.5x on a gross basis at March 31, 2021, from 7.2x for the prior
year-end, and to 6.8x at March 31, 2021 from 6.4x for the prior
year-end on a net basis, as diminished unrestricted cash has caused
leverage to rise. D&G expects gross and net leverage to deteriorate
further during 2022, but then to improve in 2023 as its digital
transformation efforts translate into increased EBITDA and its
nascent US business moves closer to break-even profitability.
However, there remains meaningful uncertainty around its ability to
meet forecast profitability and to execute the US expansion without
incurring cost overruns, either of which could cause leverage to
rise further.

That notwithstanding D&G maintains good liquidity, including
unrestricted cash of GBP77.9 million at June 30, 2021 and a GBP100
million undrawn bank facility in place until 2026. In addition,
D&G's next debt maturity date is only in 2026, allowing it
sufficient time to implement its plans ahead of a possible debt
refinancing.

The affirmation of the B2 CFR reflects the group's strong market
position in the UK, and growing franchise in Europe, strong revenue
visibility driven by good retention rates and new business growth
and a solid track record of stable EBITDA growth through the
economic cycle. D&G was not significantly impacted by the economic
effects of coronavirus, with new business and renewal retention
levels remaining strong, demonstrating the strength of its
franchise and stable revenue base.

DEBT RATINGS

The B2 instrument ratings on the backed senior secured notes are in
line with the CFR, which reflects their ranking ahead of the backed
senior unsecured notes, but behind the super senior RCF. The backed
senior unsecured notes, issued by Galaxy Finco Limited, are rated
Caa1, which reflects their junior ranking within the capital
structure.

The B2-PD probability of default rating is in line with the B2 CFR
reflecting Moody's assumption of a 50% recovery rate typical for
transactions including a mix of bank debt and bonds.

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

Given the negative outlook, there is currently limited upward
pressure on the ratings. The outlook could be stabilized if D&G is
able to demonstrate diminished execution risk around its expansion
and digital transformation efforts while growing EBITDA and cash to
the extent that leverage starts trending down to below 6.5x.

Conversely, the ratings could be downgraded in the event of D&G not
being able to realize expected growth and profitability targets and
leverage remaining elevated for a prolonged period. Furthermore,
meaningful deterioration in D&G's free cash flows and liquidity,
beyond its current business plan expectations could place negative
pressure on the ratings.

PRINCIPAL METHODOLOGY

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


GREENSILL CAPITAL: Swiss Police Raids Credit Suisse Offices
-----------------------------------------------------------
Sam Jones at The Financial Times reports that Swiss police have
raided the offices of Credit Suisse and seized documents relating
to the collapse of its US$10 billion fund range linked to Greensill
Capital.

The police searches were conducted at the request of Zürich's
cantonal public prosecutor earlier last week, the FT notes.

The prosecutor has opened a criminal investigation into Greensill's
activities and the way in which Credit Suisse funds that financed
the British firm's contentious lending schemes were managed and
marketed, according to two people familiar with the probe, the FT
relates.

Credit Suisse confirmed its offices had been raided, but said the
bank itself was not currently a party to the investigation, the FT
notes.

The investigation was opened after a complaint from the Swiss
government, the FT discloses.

The State Secretariat for Economic Affairs in Bern has submitted a
dossier to Zurich's prosecutor alleging potential breaches of the
federal Unfair Competition Act, the FT relays.

The complaint is directed against "persons unknown", meaning that
the prosecutor's investigations can be widened at any point to
include institutions or individuals that have not yet been
specifically named, according to the FT.

The Credit Suisse supply-chain finance funds -- which comprised
invoices owed to Greensill by the company's borrowers, packaged
into investment products — were marketed to investors as low-risk
financial products, the FT states.

Their implosion has been a significant embarrassment for the Swiss
bank, which touted them to some of its most prestigious and
valuable clients, the FT notes.

According to the FT, while about US$7 billion has so far been
recouped, Credit Suisse has told investors that of the outstanding
funds, at least US$2.3 billion will be more difficult to return.

A number of class-action lawsuits have already been filed by angry
investors.  Criminal charges by Swiss authorities would be a
significant fillip for their legal efforts, in which questions have
been raised over the tight relationship between Credit Suisse and
Greensill, and the amount of due diligence the bank did, the FT
relates.

Greensill's highly aggressive lending practices were not properly
disclosed to investors, the FT relays, citing lawyers for clients
of the funds.

Of particular concern has been Greensill and Credit Suisse's
relationship with the sprawling metal-forging empire, GFG Alliance,
of Sanjeev Gupta, the FT notes.

The UK's Serious Fraud Office has also opened an investigation into
the financial dealings between Gupta and Greensill, the FT
recounts.

The FT has previously reported on the suspicious nature of invoices
to Mr. Gupta's businesses in which the Credit Suisse funds
invested.


KUHNEL GRAPHICS: Bought Out of Administration by Zebra Print
------------------------------------------------------------
Jo Francis at Printweek reports that long-standing Yorkshire-based
large-format printing business Kuhnel Graphic has gone into
administration, with its assets subsequently sold to a fellow
Yorkshire print company.

Family-owned firm Kuhnel Graphics went into administration on Sept.
14, with joint administrators James Sleight and Oliver Collinge
from PKF GM appointed to handle the case, Printweek relates.

According to Printweek, Kuhnel had been trading for more than 50
years, but business was badly impacted by the pandemic-induced
downturn in its key markets.  It had furloughed staff and also took
out a CBILS loan, Printweek discloses.

The administrators initially traded the business to fulfil existing
orders while also exploring further options for the company,
Printweek relays.  "Unfortunately, despite interest from several
parties, a sale wasn't possible and the business was closed down
and all staff were made redundant on September 14," Printweek
quotes PKF GM as saying.

Around 25 staff were made redundant, Printweek states.

Subsequently, a competitive bidding process was held to purchase
the assets of Kuhnel Graphics, with Leeds-based Zebra Print
emerging as the successful bidder, Printweek recounts.

According to Printweek, Mr. Sleight said time had run out to be
able to sell the business as a going concern and retain the jobs.
"The sale of the business assets to Zebra Print, however avoided
the need for the assets to be sold piecemeal at auction and gives
the Administration outcome certainty which helps maximize the
return to creditors.  The business will survive albeit in a
different form."

Hilco, which is holding an auction of Kuhnel's equipment that will
close on Oct. 13, is revising its sale process as a result, pending
details of any surplus assets, Printweek states.


MICRO FOCUS: Fitch Affirms 'BB-' LT IDRs & Alters Outlook to Neg.
-----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) for Micro Focus International plc, as well as the IDRs of MA
FinanceCo LLC and Seattle Spinco at 'BB-', and revised the Rating
Outlook to Negative from Stable. Fitch has also upgraded the senior
secured debt rating to 'BB+'/'RR1' from 'BB'/'RR1' for their
respective first lien credit facilities, resulting from the
application of Fitch's updated Corporates Recovery Ratings and
Instrument Ratings Criteria dated April 9, 2021, resolving the
existing criteria observation. Fitch's actions affect approximately
$5 billion of committed and outstanding debt.

KEY RATING DRIVERS

Elusive Stabilization: Micro Focus continues to be plagued by
operating underperformance following the HPE carve-out acquisition
with current guidance indicating fiscal 2021 revenue is tracking to
be approximately 35% below pro forma revenue at the time of the
announcement in 2016. Sales execution challenges, delays in IT
systems implementations, attrition in sales personnel and
disruption in the acquired customer base due to deconsolidation
from HPE have caused the company to either fall short of consensus
estimates or reduce guidance in every year since the transaction.
Most recently, Micro Focus announced 1H21 interim earnings that
initially suggested a moderation in the rate of decline with
constant-currency revenue down 4.6% yoy. However, management also
affirmed prior guidance for full-year revenue to be down 7%.

The weak 2H21 guidance is partially explained by timing of revenue
as typical seasonality was impacted during the pandemic in the
prior year, making for difficult comparisons. However, trends
within the composition of revenue raise additional concerns.
Recurring revenue streams such as maintenance and subscription were
down 8% and 5.4%, respectively, partially as a result of product
portfolio actions taken by management, but also indicative of
elevated customer churn and continued weakness in sales and
retention execution. In addition, the guidance for 2H indicates a
return to declining license sales after growth of 9.7% in 1H,
suggesting any sustained improvement in recurring maintenance
revenue remains an open question.

Despite the challenges, Fitch believes stabilization is achievable
in management's time frame to reach neutral revenue growth exiting
fiscal 2023. In particular, Fitch is encouraged by 1H21 growth of
9.4% and 33.3% for the company's subscription-based security and IT
operations management (ITOM) offerings, respectively. As target
growth areas become a larger part of the mix and exposure to
unfavorable categories declines, Fitch believes steady progress
towards an inflection to positive growth is achievable over the
intermediate term.

Margin Expansion Delayed: The acquisition of the HPE (BBB+/Stable)
carve-out was expected to provide Micro Focus International Plc
with an attractive opportunity to expand margins at the
underperforming unit. Despite a previously strong track record in
acquisition integration, the ongoing challenges have reduced EBITDA
margins to below 40% with material improvement unlikely until
topline results stabilize. After a strategic review, management
implemented a multi-year plan focused on product investment,
consolidation of internal IT systems, new incentives for the sales
team to prioritize customer retention and promote sales of higher
growth products, and reduction of cost inefficiencies. The actions
taken have limited margin compression and position the company to
return to targeted mid 40's EBITDA margins after 2023 if revenue
stabilization is achieved.

FCF Remains Strong for the Rating: FCF has been negatively impacted
by revenue declines, EBITDA margin compression, and elevated
restructuring, integration and IT costs. As a result of the ongoing
challenges, Fitch has reduced pre-dividend FCF forecasts, now
expected to average approximately $450 million per annum after
fiscal 2021 as compared to prior expectations of $500 million.
However, Fitch believes the absolute level of pre-dividend FCF with
margins averaging in the high-teens remains indicative of the 'BB'
rating category.

Wavering Commitment to Financial Policies: Micro Focus has
explicitly committed to a net leverage target of 2.7x. However, due
to the noted challenges, the company has not sustainably achieved
the target since the HPE unit acquisition with net leverage
reaching 3.6x at 1H21 and management expecting further increases
over the near term. While Micro Focus prepaid approximately $200
million of term debt following the 2019 disposition of its SUSE
segment, the duration of time spent above the target, along with
the company's decision to continue to fulfill a previously
announced share repurchase program in fiscal 2019 and to
reinstitute a dividend in fiscal 2021 questions the reliability of
the commitment. Fitch notes that the company may choose to deploy
its ample excess cash balances towards further debt reduction and
calculates $450 million of capacity for additional repayments above
Fitch's Base Case.

Secular Revenue Pressure: The company's core products address
mature software assets, which are in secular decline, facing
trendline declines of approximately 5% per annum. Management's
revitalization plan seeks to accelerate the transition to
subscription-based sales while repositioning and investing in
higher growth products such as application modernization,
cybersecurity, cloud, analytics and artificial intelligence.
Management expects the investment to lead to neutral revenue growth
exiting fiscal 2023. Pointing to potential improvement, Micro Focus
recently secured a new partnership with Amazon's AWS, leveraging
its heritage in legacy software to support client's modernization
of their mainframe systems and deployments into cloud
environments.

DERIVATION SUMMARY

Micro Focus has experienced a deterioration in market positioning
within its product verticals. While the company has demonstrated a
strong track record of maximizing the value of enterprises' legacy
software investments, it has yet to derive material benefit from
secular growth areas such as cybersecurity and big data, resulting
in ongoing mid- to high-single digit revenue declines. The company
is of significantly smaller scale than enterprise software peers
such as MSFT, IBM, ORCL and HPE, but closer in scale to direct
competitors such as CA, Inc. and BMC. Historically, Fitch believed
the company's EBITDA margin profile above 45%, closely aligned to
top peers, served as an offset to the smaller scale. However, the
company's troubled integration of the HPE carve-out and ongoing
go-to-market struggles have resulted in significant margin
compression with Fitch now forecasting EBITDA margins of 35%-37%.

Management has historically pursued more aggressive financial
policies with a stated net leverage target of 2.7x, equating to a
gross leverage of approximately 3.2x when excluding excess cash
balances, distributing most of FCF towards dividends and share
repurchases while also maintaining a highly acquisitive posture.
However, as a result of the ongoing challenges experienced post the
HPE carve-out transaction, as well as deteriorating commitment to
financial policies, the company has not sustainably achieved the
target since 2017 with net leverage reaching 3.6x at 1H21 and
management expecting further increases over the near term. Given
recent management commentary suggesting minimal EBITDA margin
expansion until neutral revenue growth is achieved exiting fiscal
2023, Fitch's Base Case forecasts further revenue declines and
margin compression, resulting in gross leverage of 4.5x in fiscal
2021, increasing to 4.7x in the following year before resuming
gradual declines to 4.5x in fiscal 2023. However, Fitch notes that
the company may choose to deploy its ample excess cash balances
towards further debt reduction and calculates approximately $450
million of capacity for additional repayments above Fitch's Base
Case, which would reduce leverage to 4.3x and 4.0x in fiscal 2022
and fiscal 2023, respectively, in line with Fitch's negative
sensitivity threshold of 4.0x. Fitch believes Micro Focus has
additional capacity to reduce debt through asset sales, such as the
SUSE disposition in March 2019 where proceeds were used to reduce
debt by $200 million, and notes any sale would result in mandatory
repayment under the credit agreement.

Despite the clear headwinds and deterioration in the operating
profile faced by Micro Focus, Fitch believes the credit profile
continues to be supported by strong FCF generation with (cash flow
from operations - capex)/total debt with equity credit forecast to
average 15% over the rating horizon, more in line with the lower
'BBB' rating category, and FCF margins averaging 12%, above Fitch's
5% negative sensitivity threshold. Fitch believes that taking into
account the FCF profile and potential for debt reduction above
Fitch's Base Case through use of excess cash balances or asset
sales, in contrast to the elevated leverage, negative operating
trends and looser commitment to financial policies, is suggestive
of an affirmation at the 'BB-' rating and revision of the Outlook
to Negative.

Fitch applies a generic approach to rate and assign RRs to
instruments for issuers rated 'BB-' or above. The process of
establishing ratings for the obligations of issuers rated between
'AAA' and 'BB-' refers, for the most part, to aggregate recoveries
in the market as a whole, and not to issuer-specific recovery
analysis. For corporate entities rated 'BB-' and above, the rating
assigned to a senior unsecured debt instrument assumes an average
recovery in the event of bankruptcy, corresponding to the 31%-50%
range, 'RR4'. When average recovery prospects are present, IDRs and
unsecured debt instrument ratings are thus equal, with no notching.
For secured debt, Fitch evaluates characteristics such as leverage
at the priority level, an instrument's relative call on an issuer's
enterprise value, structural or legal subordination, or collateral
coverage relative to other debt in the capital structure. Under
Fitch's updated Corporates Recovery Ratings and Instrument Ratings
Criteria (April 9, 2021), Fitch has upgraded the first lien senior
secured debt rating to 'BB+'/'RR1' from 'BB'/'RR1' due to Fitch's
belief that the majority of the company's enterprise value emanates
from the U.S., despite being a U.K.-based borrower.

Fitch applied its Parent-Subsidiary Linkage criteria and determined
that there was no impact on the rating. No country-ceiling or
operating environment aspects had an impact on the rating.

KEY ASSUMPTIONS

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

-- Revenue decline of 6% in fiscal 2021, due to continuing go-to
    market challenges, exit of non-strategic product offerings,
    and timing of perpetual license sales; declines gradually
    moderating and reaching neutral growth exiting fiscal 2023 due
    to reinvestment in cybersecurity, application modernization,
    big data, AI, and subscription products, in line with
    management targets.

-- EBITDA margin compression to 37% in fiscal 2021, due to
    operating deleverage and increased investment in salesforce,
    partially offset by cost reductions; minimal margin expansion
    thereafter until positive revenue growth is achieved.

-- Elevated capital intensity of 3.3% for product reinvestment,
    gradually declining to historical average of 2.9%.

-- $50 million of bolt-on acquisitions per annum in order to
    enhance product portfolio.

-- Dividend growth of 10% per annum and no share repurchases
    until operations are stabilized.

-- ECF sweep payments of $40 million, $120 million, and $180
    million in fiscal 2022, fiscal 2023 and fiscal 2024,
    respectively, and additional prepayments of $100 million per
    annum; successful refinancing of maturities in 2024.

RATING SENSITIVITIES

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

-- Total debt with equity credit/operating EBITDA sustained below
    3.5x;

-- FCF margin sustained above 10%;

-- Progress towards management's target of reaching neutral
    revenue growth exiting fiscal 2023.

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

-- Total debt with equity credit/operating EBITDA sustained above
    4.0x;

-- FCF margin sustained below 5%;

-- Inability to moderate revenue declines or sustained revenue
    declines of mid-single digits or above.

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 believes liquidity is sufficient for
the ratings category, comprised of nearly $700 million of readily
available cash and $350 million of availability under the undrawn
revolving credit facility. Liquidity is also supported by
pre-dividend FCF, which Fitch forecasts will average over $450
million per annum. Fitch believes pre-dividend FCF is an
appropriate measure given the company's demonstrated willingness to
cut the dividend during periods of stress as in fiscal 2020,
indicative of flexibility of the commitment to the dividend.
Liquidity requirements are moderate given low capital intensity and
minimal required debt amortization.

ISSUER PROFILE

Micro Focus is an enterprise software company specializing in
modernizing customers' legacy software environment in order to
bridge to the latest innovations and platforms.

ESG CONSIDERATIONS

Micro Focus International Plc has an ESG Relevance Score of '4' for
Management Strategy due to continued deterioration in operating
results following the challenged integration of the transformative
HPE carve-out acquisition, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.

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


NORTHERN POWERHOUSE: Two Llandudno Hotels Set to Reopen
-------------------------------------------------------
Owen Hughes at NorthWales Live reports that two Llandudno hotels
that closed during the pandemic after earlier falling into
administration are set to reopen after being bought by an expanding
chain.

The resort's Llandudno Bay, Belmont and Queens hotels and Caer Rhun
Hall in the Conwy Valley all went into administration in 2019 with
the collapse of Northern Powerhouse Developments, run by Gavin
Woodhouse, NorthWales Live recounts.

The Llandudno sites were run by administrators until the pandemic
hit but have since been closed since March 2020, NorthWales Live
notes.

Attempts to sell the sites have been complicated by the leases
attached to the hotels due to the investment model used by Mr
Woodhouse, who is now being investigated by the Serious Fraud
Office, NorthWales Live states.

But now two of hotels are set for a fresh start under new ownership
after Everbright Hotels revealed they had bought the Belmont and
Llandudno Bay in a deal with administrators, although leases remain
attached to the sites, according to NorthWales Live.

The Belmont will open this month -- with hopes that Llandudno Bay
will follow before the end of the year, NorthWales Live discloses.

It's another boost for the resort that was badly hit by the
pandemic but has bounced back strongly in recent months with up to
70 jobs set to be created with the reopenings, NorthWales Live
relays.


OSB GROUP: Fitch Assigns Final B+ Rating on GBP150MM AT1 Notes
--------------------------------------------------------------
Fitch Ratings has assigned OSB Group PLC's (OSBG) GBP150 million,
6.00% (ISIN: XS2391408072) Additional Tier 1 (AT1) issue a final
rating of 'B+'.

The assignment of the final rating follows the completion of the
issue and receipt of documents conforming to the information
previously received. The final rating is in line with the expected
rating assigned on 27 September 2021.

KEY RATING DRIVERS

The notes are rated four notches below OSBG's 'bbb-' Viability
Rating (VR), reflecting Fitch's view of poor recoveries in the
event of default, due to the notes' deep subordination (two
notches) as well as incremental non-performance risk relative to
the VR (two notches), given fully discretionary coupon payments and
mandatory coupon restriction features, including where prohibited
by the regulator or where a coupon would exceed distributable
items.

The notes are perpetual, deeply subordinated, fixed-rate resettable
AT1 debt securities, with fully discretionary, non-cumulative
coupons. They will be subject to partial or full write-down if
OSBG's consolidated common equity Tier 1 (CET1) ratio falls below
7.0%.

OSBG maintains sound buffers above its regulatory capital
requirements. At end-1H21, OSBG's 18.7% consolidated CET1 ratio,
which is also its total capital ratio was 1090bp above its 7.8%
CET1 regulatory requirement, and 680bp above its 11.9% total
capital regulatory requirement including capital conservation
buffer.

RATING SENSITIVITIES

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

-- The AT1 notes' rating would be upgraded if OSBG's VR was
    upgraded.

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

-- The notes would be downgraded if OSBS's VR was downgraded.

-- The notes could also be downgraded if Fitch changes its
    assessment of the probability of the notes' non-performance
    relative to the risk captured in the VR. This could result in
    a widening of the notching between the notes and the VR. We
    would consider that the probability of the notes' non
    performance compared with the bank's VR increases if, for
    example, the group's CET1 ratio falls below management's 13%
    target over a sustained period or if the bank's regulatory
    requirement increases unexpectedly.

ESG CONSIDERATIONS

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

BEST/WORST CASE RATING SCENARIO

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



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

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

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

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

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

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


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